H.B. Innovation Ltd. – General Terms and Conditions
Last Updated 19 February 2024
These general terms and conditions, as may be amended from time to time (“Agreement”) effective as of the date of execution of the purchase order (the “Purchase Order”) to which this Agreement is linked or attached to (the “Effective Date”), are entered into by and between H.B. Innovation Ltd., on behalf of itself and its affiliates (“VITRE.IO”), and the party executing the Purchase Order (the “Customer”). Each of VITRE.IO and Customer a “Party” and together the “Parties”.
1. Scope of Service & The License
1.1. Following the Effective Date, VITRE.IO hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sub-licensable, personal license to use the VITRE.IO platform (the “Platform”) in accordance with terms of this Agreement and subject to them (the “License”). Under the License, VITRE.IO shall provide the Customer with credentials to allow all of Customer’s end users (the “End User”) as requested by the Customer or as set forth in the Purchase Order, to open an account for the purpose of accessing and using the Platform (the “Account”). For the avoidance of doubt, the Customer and End Users do not acquire any rights whatsoever in and to the Platform beyond the rights granted herein and Customer may only use the same in accordance with this Agreement.
1.2. Prior to opening an Account, each End User shall be required to approve the End User License Agreement and Privacy Policy for the Platform, which shall be provided to the End User at a separate link (the “EULA”).
1.3. The terms of this Agreement apply to the Platform as well as to any updates and upgrades subsequently provided by VITRE.IO to Customer.
1.4. VITRE.IO may update the functionality, user interface, usability and other user documentation, training and educational information relating to the Platform and all of its features, from time to time, in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Platform and its customers’ use of the Platform. Notwithstanding the foregoing, VITRE.IO doesn’t guarantee that the Platform will be available at all times and that the Platform and VITRE.IO’s services shall be delivered with no malefactions, disruptions, errors and in secure way.
2. Customer Obligations and Restrictions
2.1. Customer is solely responsible for all use by the Customer of the Platform, and for all activities of its End Users and their use of the Account.
2.2. The Customer and its End Users will maintain the confidentiality of all usernames, passwords, access, and Account information under their control. Except to the extent caused by VITRE.IO’s breach of its confidentiality obligations hereunder, VITRE.IO shall not responsible for unauthorized access to the Account. Customer will contact VITRE.IO promptly if (i) Account information is lost, stolen, or disclosed to an unauthorized person; (ii) Customer reasonably believes that the Account has been compromised, including any unauthorized access, use, or disclosure of account information; or (iii) any other breach of security in relation to its passwords, usernames, access information, or the Platform, that may have occurred or is reasonably likely to occur.
2.3. Without limiting the foregoing, Customer may not, and may not permit or aid others to: (i) use the Platform for any purpose other than for the purpose hereunder, or in contradiction with the EULA, (ii) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Platform or any part thereof, or any other rights granted as part of this Agreement, (iii) modify, display, disassemble, decompile, reverse engineer, revise or enhance or republish or create any derivative works or otherwise merge or utilize all or any part of the Platform with or into any third party materials or components or attempt to access or discover the Platform’s source code, (iv) use the Platform in any manner that is prohibited by law or not authorized by this Agreement, including, without limitation by accessing or using the Platform in violation of any export or import restrictions, laws or regulations of the State of Israel or any foreign agency or authority, (v) contest VITRE.IO’s Intellectual Property Rights to VITRE.IO’s IPR (as defined below); (vi) present as if Customer has any personal interest and/or proprietary right in the Platform; (vii) interfere with or disrupt the integrity or performance of the Platform or VITRE.IO’s network or the data contained therein; (viii) use or register any of VITRE.IO’s trademarks, tradenames or symbols, without the prior written consent of VITRE.IO or (ix) Abuse the Platform in any way. “Abuse” shall mean and include any of the prohibited activity outlined in this Section 2.3, including without limitation, direct or indirect violation or bad activity in or through the Account, including copyright infringement, email spamming and network scanning. The decision whether an Abuse occurred or not, shall reside with VITRE.IO in its sole discretion. Upon resolution by VITRE.IO, that an Abuse has occurred, without derogating from any of VITRE.IO’s rights, VITRE.IO shall notify accordingly to Customer to cease the Abuse immediately.
3. Consideration
3.1. In consideration for the License granted herein, Customer shall pay VITRE.IO the License Fees set forth in the Purchase Order (the “Consideration”). The Consideration shall be inclusive of VAT, according to applicable law.
3.2. Unless specified otherwise in Purchase Order, the payment of the Consideration shall be Net +30, against the issuance of a duly issued tax invoice delivered by Customer.
3.3. Interest in the amount of 1.5% per month will be charged on all late payments. VITRE.IO reserves the right to immediately suspend or terminate Customer’s use of the Platform in the event of any delay in payment.
3.4. Customer is solely responsible for payment of any taxes resulting from this Agreement. All License Fees under this Agreement are presented as net prices, and are exclusive of levies, duties, taxes, including withholding taxes, which shall be payable by the Customer in addition to the fees owed to VITRE.IO.
4.1. Notwithstanding anything to the contrary herein, the Platform, including all Intellectual Property Rights therein and any Feedback (as defined below) (collectively, “VITRE.IO’s IPR”) are exclusively owned by VITRE.IO and/or its licensors. Except for the License, and as expressly provided herein, no other rights or licenses, expressed or implied, are granted to Customer by VITRE.IO with respect to the Platform or VITRE.IO’s IPR.
“Intellectual Property Rights” means any and all worldwide intellectual property rights, whether registered or not, including, but not limited to: (a) patents, patent applications and patent rights, know how, inventions, research and development activities and discoveries; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information, including but not limited to confidential and proprietary information concerning the business and financial activities of VITRE.IO, and any information concerning its service providers, employees, customers, suppliers, and partners; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
4.2. Any feedback provided by Customer to VITRE.IO regarding the Platform, its use or any suggested improvements, enhancements or derivatives (“Feedback”) is welcome by VITRE.IO. Customer is not required to provide Feedback, however, to the extent that it does so, such Feedback shall be solely owned by VITRE.IO, and shall not, under any circumstance constitute Customer’s confidential information. Customer acknowledges that VITRE.IO may use such Feedback in any manner VITRE.IO sees fit, without payment of royalty or any other consideration.
5. Representations And Warranties
Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (ii) the execution of this Agreement and the performance of its obligations and duties hereunder does not violate any agreement to which it is a party or by which it is otherwise bound; (iii) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms.
6. Term
6.1. This Agreement is effective upon the Effective Date and shall continue until terminated in accordance with the Purchase Order, or as provided forth herein.
6.2. VITRE.IO may terminate this Agreement immediately and without notice in the following events: (a) breach of this Agreement by Customer, which has not been remedied within 96 hours of receipt of a notice in writing requiring remedy of such breach; (b) material breach of this Agreement by Customer, which according to VITRE.IO’s sole discretion, could damage VITRE.IO and its business; or (c) Customer becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.
6.3. VITRE.IO may cancel the License or terminate this Agreement, for convenience, by providing Customer with written advance notice of at least 60 days.
6.4. Customer may terminate this Agreement, for convenience, by providing VITRE.IO with written advance notice of at least 60 days.
6.5. Upon termination of the Agreement: (i) Customer shall immediately pay all fees and payments, regardless of the due date of payment under this Agreement, (ii) Customer shall cease use of the Platform and immediately return to VITRE.IO all Confidential Information and VITRE.IO’s IPR in any media and shall erase all copies of the Platform, and (iii) VITRE.IO shall be entitled to terminate or disable any Accounts held by the Customer. Notwithstanding the termination or expiration of this Agreement, Sections 5 (Intellectual Property), 8 (Privacy), 9 (Confidentiality), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification) and 14 (General) shall survive and remain in effect in perpetuity.
7.1. Customer shall keep confidential and shall not disclose to any third party any Confidential Information which it has acquired from VITRE.IO and shall only use such Confidential Information in connection with this Agreement. Such confidentiality obligation shall continue perpetually after termination of this Agreement.
7.2. “Confidential Information” means any know-how, any trade or business secrets, any commercial, financial, business, technical or other confidential information of whatever nature relating to VITRE.IO’s business (whether written, oral or in electronic or other form, and whether marked or unmarked as confidential) or of clear confidential nature, and including the Platform and all of VITRE.IO’s IPR incorporated therein. Confidential Information shall not include information that: (i) is or becomes publicly known other than through any act or omission of the Customer; (ii) was in the Customer’s lawful possession before the disclosure, as evidenced by Customer; (iii) is lawfully disclosed to the Customer by a third party without restriction on disclosure, as evidenced by Customer; or (iv) is independently developed by the Customer without use of Confidential Information of VITRE.IO, which independent development can be shown by written evidence.
7.3. In the event the Customer is required to be disclose Confidential Information by law, by any court of competent jurisdiction or by any regulatory or administrative body, Customer shall promptly give VITRE.IO prior notice, so VITRE.IO can obtain a protective order with respect thereto. Customer shall only disclose that portion of the Confidential Information that Customer is legally obligated to disclose.
7.4. Notwithstanding the foregoing, Customer may only provide the Confidential Information to its employees and advisors having a need to know for the purpose of the Agreement, provided that Customer will disclose only the Confidential Information they need to know with respect to the Agreement. Customer shall be responsible for any breach of the Agreement made by its employees and/or advisors as if Recipient itself had performed such breach.
7.5. The Customer’s obligations hereunder with respect to any particular Confidential Information disclosed hereunder shall survive termination hereof, excluding Confidential Information that becomes publicly known and/or is required to disclosed by law.
8.1. Except for the express representations and warranties stated herein the Platform is provided “as-is” and “as-available” and VITRE.IO 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. VITRE.IO 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, VITRE.IO does not represent or warrant that: (i) the Platform shall be error free or that any errors will be corrected; (ii) the operation of the Platform will be uninterrupted or that it will be able to be used at any time. VITRE.IO shall not be responsible for unauthorized access to or alteration to the Platform and will not be liable for any damages or loss incurred to the Customer, or any other third party as a result or in connection with the use of the Platform or in connection with use of or reliance on the Platform or any information derived through the Platform. In addition, VITRE.IO shall not be responsible or liable for unauthorized access to Customer’s systems or for the use of the Platform by the Customer.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VITRE.IO 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 VITRE.IO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, VITRE.IO’S MAXIMUM AGGREGATE LIABILITY UNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID BY THE CUSTOMER DURING THE SIX (6) MONTHS PRECEDING ANY CLAIM UNDER WHICH SUCH LIABILITY SHALL ARISE.
The Customer agrees to indemnify and hold VITRE.IO harmless from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action (“Claim”) by a third party (including reasonable attorney fees) arising from or in connection to Customer’s access or use of the Platform or any breach of Customer’s responsibilities or obligations, representations or warranties under this Agreement. VITRE.IO shall notify the Customer in writing of the Claim and shall make commercially reasonable efforts to provide the Customer with reasonable assistance and information.
11.1. VITRE.IO shall make reasonable efforts to provide the Customer with technical support, including any failure of the Platform, according to VITRE.IO’s SLA.
11.2. This Agreement, together with the Purchase Order, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties. For clarity, the Parties specifically agree that this Agreement supersedes and renders void any contrary terms and conditions contained in a purchase order, sales acknowledgment or other instrument, agreement or document unless such order, acknowledgment, instrument, agreement or document is entered into after the Effective Date, signed by both Parties hereto, and expressly references this Agreement. Any reference to the Agreement herein, shall include the Purchase Order and the terms and conditions thereunder.
11.3. VITRE.IO may, at its sole discretion, amend the terms and conditions of this Agreement from time to time.
11.4. VITRE.IO is entitled to use Customer’s logo for marketing purposes, including in VITRE.IO’s website and/or any other platform.
11.5. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
11.6. For the purposes of this Agreement, the parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever.
11.7. The Customer may not transfer or assign its rights or obligations under this Agreement to any third party without VITRE.IO’s prior written approval. VITRE.IO may assign its rights or obligations under this Agreement at any time.
11.8. All notices will be made in writing and given by personal delivery, overnight courier, facsimile, email or other means of transmission or by certified or registered mail to contact information mentioned above or the last contact information provided by a party following the Effective Date.
11.9. The failure of either Party at any time to require performance by the other of any provision herein will not affect the right of such Party to require performance at any time thereafter, nor will the failure of either Party to take action regarding a breach of any provision hereof be taken or held to be a waiver of the provision itself.
11.10. Any provision of this Agreement which is determined to be prohibited or unenforceable by a court of competent jurisdiction will be ineffective only to the extent of such prohibition or unenforceability and will be severed without invalidating the remaining provisions hereof or otherwise affecting the validity or enforceability of such provision. The headings used herein are for the convenience of the Parties only and will not affect the interpretation of this Agreement.
11.11. This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of another jurisdiction. The parties each consent to the exclusive jurisdiction of the courts of Tel-Aviv, Israel, and waive any objection to venue in such courts. Notwithstanding the foregoing, VITRE.IO shall be entitled to seek injunctive and other equitable relief, without the necessity of showing actual money damages in any jurisdiction in the event of an actual or threatened breach.
12. Mobile Messaging (SMS) Terms
12.1. VITRE.IO operates a text messaging (SMS) program used solely to deliver transactional, account-related messages to End Users of the Platform, namely: (i) one-time passcodes and two-factor authentication codes required to sign in to the Platform; (ii) account service messages such as account creation and password reset; and (iii) notifications and reminders regarding safety tasks, appointments and compliance requirements assigned to the End User. No marketing or promotional messages are sent under this program.
12.2. By providing a mobile phone number during account onboarding and accepting the EULA or these terms, the End User consents to receive the messages described in Section 12.1 at that number. Consent to receive text messages is not a condition of any purchase. Message frequency varies according to the End User’s account activity. Message and data rates may apply.
12.3. End Users may opt out of receiving text messages at any time by replying STOP to any message received, after which a single confirmation message will be sent and no further messages will be delivered. End Users may resume messages by replying START. Opting out may prevent the use of SMS-based sign-in verification; where available, an alternative verification method (such as e-mail) will be offered.
12.4. For assistance, End Users may reply HELP to any message or contact VITRE.IO at support@vitre.io.
12.5. Wireless carriers are not liable for delayed or undelivered messages. Delivery of messages is subject to effective transmission by the End User’s wireless network operator and is provided on an “as-is” basis.
12.6. Mobile phone numbers and text messaging opt-in data are processed in accordance with VITRE.IO’s Privacy Policy, available at https://legal.vitre.io/privacy. VITRE.IO does not share, sell, or provide End Users’ mobile phone numbers or messaging consent data to third parties or affiliates for marketing or promotional purposes. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes; sharing with subcontractors who provide support services on VITRE.IO’s behalf, such as message delivery providers, is permitted solely to deliver the messages the End User has consented to receive. All other use case categories exclude text messaging originator opt-in data and consent; this information will not be shared with, or sold to, any third parties.