This agreement (“Customer Agreement“) shall be in effect as of the date on which you click the applicable “I Accept” button (“Effective Date“) and is made between you (“Customer“, “You“, “Your“, “Yourself” ) and SeatID Ltd., an Israeli company (“SeatID”). You must agree to the following terms as a condition to receiving services from SeatID through SeatID’s social platform. “SeatID” and “Customer” are hereinafter individually referred to as a “Party” and together, as the “Parties”.

IMPORTANT: BY CLICKING THE “I ACCEPT” BUTTON AND/OR RECEIVING SERVICES THROUGH THE PLATFORM YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT – DO NOT CLICK ON THE “I ACCEPT” BUTTON AND DO NOT RECEIVE SERVICES. YOUR CONTINUED USE OF SERVICES SHALL BE DEEMED AS ACCEPTANCE OF THE CUSTOMER AGREEMENT.

Introduction

SeatID is an award-winning Software-as-a-Service Social Seating and Booking Platform (“Platform“) that endows ticketing and booking websites and apps with a dynamic social platform. SeatID displays a variety of social data, drives higher engagement and conversion and offers unparalleled customer insights for businesses.

The SeatID technology provides ticketing and booking websites and apps with social elements, allowing users to login with their social network profile and determine which of their friends are on which flights, staying at which hotels, attending which concerts, etc. (the “End User Service(s)”).

SeatID equips leading businesses with a comprehensive solution to socialize their online properties while offering a very simple implementation process that requires no backend integration (the “Client Service(s)“).

SeatID.com (the “Site“) contains the Platform and associated applications which, among others, contain online widgets, management application and dashboards and other user interfaces using innovative technology to allow users to login with their social network profile and see relevant information that originates in their social network profiles in the widget. Through the Site, Platform and applications available on it (the “Site Applications“), SeatID’s clients (the “Clients“) can obtain a License (as defined below) for implementing the Platform on their sites, through which their users (website users or other kind of users) can use the End-User Services, including logging with their social network profiles and see relevant information. Please read the following Customer Agreement (the “Customer Agreement“) carefully before commencing the Platform implementation process, and/or using any of the Site Applications and/or the Client Services, so that you are aware of your legal rights and obligations with respect to SeatID Ltd. and its affiliates and subsidiaries (individually and collectively, “SeatID“). By using the Platform, Site Application and/or any of the Client Services, you signify your irrevocable acceptance of the terms of this Customer Agreement. SeatID has the right to revise the Customer Agreement at any time without providing notice thereof. Your continued use of the Site, Platform, Site Applications and the Client Services shall be deemed irrevocable acceptance of those revisions. Subject to the terms of your license, SeatID reserves the right to change, modify, suspend or discontinue any portion of the Site, the Platform and/or the Services at any time and SeatID may also impose limits on certain features or restrict your access to parts or the entire Site and/or Platform without notice or liability. If you do not agree to any such updates, your sole remedy shall be to discontinue the use of the Services. It is your responsibility to regularly check the Site to determine if there have been changes to the Customer Agreement, Terms of Use or Privacy Policy and to review such changes. You hereby acknowledge and agree that the use of the End-User Services is subject to separate terms of service and privacy policy which are incorporated herein and consist an integral part of the terms of the Customer Agreement. You further undertake to notify us as soon as you become aware of any breach of the Terms of Service and Privacy Policy by any of your users.

License and Service

In order to have access to any of the Site Applications, as well as to commence the Platform implementation process and using the any of the Client Services you will be required to register with SeatID, and choose the Site Applications you wish to use. As a client of SeatID, subject to the payment of applicable fees as set forth under the Statement of Work, where applicable, per each applicable Subscription Period (as such term is defined thereunder) you are hereby granted with a personal, non- transferable, non- assignable, limited and temporary license, as defined upon your registration and subject to the terms and conditions specified therein and herein, to use of our Platform, Site Applications, and Client Services, as chosen by you, from time to time (the “License“). All entities interested in obtaining a License from SeatID, will be required, upon registration, to provide certain information in order to satisfy SeatID that they are in fact authorized to represent and bind the entity with respect to the Client Services rendered by SeatID. In the event SeatID concludes that there is no authorization to bind the entity, then SeatID shall not permit such entity to gain access to its Licenses and/or Client Services, in whole or in part, on behalf of such entity. You may elect to change your account from payment plan or change your payment method, according to SeatID’s offered plans, by electronic means through the Site. The amended amounts payable to us and/or the amended payment methods shall apply in accordance with the payment provisions specified in the notice of change and this Customer Agreement shall continue to govern your account after such change. We reserve the right to change from time to time the prices rendered for our Licenses and/or Client Services. Notice of such changes shall be sent to you stating the new prices applicable to the Client Services rendered to you. Unless you notify SeatID, immediately upon receipt of the above notice, you will be charged thereon with the new prices so published, without the right to reclaim thereafter any repayments, unless you have paid for an agreed upon period in advance, which in such case the new prices will apply upon termination of such period. You represent and warrant to SeatID that You shall solely be responsible for acquiring all proper license and permits and bear any payment (if necessary) related to the use of such third parties’ proprietary technology (including, but not limited to, the payment of royalties). You shall indemnify defend or settle (at its option) and hold harmless SeatID from and against any losses, expenses (including reasonable attorney’s fees), damages and claims that arise out of or result from any and all third party claims caused by your breach of the above obligation.

Warranties and Disclaimers

As a SeatID client, you understand that all the data gathered, including all Public Profile Data (as defined below) is obtained from your users using the social network websites and possibly from other commercial systems, and is not directly obtained from you. SeatID shall not be responsible to any of the information gathered received or integrated, or to any proposed fixes included in the information provided to you. Except as expressly provided otherwise in a written agreement between you and SeatID, the Site, the Platform, the Site Applications, the Client Services, the Licenses and any materials included therein are provided on an “as is” and “as available” basis, and without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, SeatID hereby disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, SeatID does not warrant that the functions used by you, will be uninterrupted or error-free, that defects will be corrected, or that the server that makes it available are free of viruses or other harmful components. SeatID does not warrant or make any representations regarding the use or the results of the use of the materials through the License in terms of their correctness, accuracy, reliability, or otherwise. In particular, SeatID do not warrant that any of the Public Profile Data about your users shall be authentic, accurate and/or reliable and will provide any indication as to their true identity. You (and not SeatID) assume the entire cost of all necessary servicing, repair, or correction. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may only apply to the extent permitted under such law. Under no circumstances, including, but not limited to, negligence, shall SeatID be liable for any special or consequential damages that result from the use of, or the inability to use, the materials, the services provided through the Licenses, the Site, the Platform, the Site Applications, the Client Services, or any other web site, even if SeatID or a SeatID authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion shall only apply to the extent permitted under such law. No advice or information, whether written or oral, obtained by you from SeatID or from or through the Site, the Platform, the Client Services or the Site Application shall create any warranty not expressly stated in the Customer Agreement. Notwithstanding the provisions of any applicable laws, it is hereby agreed that in no event shall SeatID’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence) or otherwise) exceed the amount paid by you, if any, in respect to the services provided to you by SeatID.

You hereby represent and warrant that you do not constitute any of the following: ad network; ad exchange; data broker; or other advertising or monetization related toolset.

SeatID hereby represents and warrants that it (a) is legally authorized to enter into this Customer Agreement; (b) complies with all applicable rules, regulations and laws in the performance of its undertakings hereunder; and (c) shall use all reasonable care and skill in rendering the Services and performance of its duties and obligations under this Customer Agreement.

Website and Widgets

SeatID may provide links to other sites (“Link Sites“). SeatID is not responsible for the content on the Link Sites and is not responsible for the accuracy of the information and intellectual property notices therein.

Content and Information

The users of any of the Site Applications, the End User Services, and widgets may be asked to login with one or more social network profiles, and provide, directly and indirectly, data obtained through use of such social network profiles (API, Social Plug-ins, etc.), including personally identifiable, aggregate, anonymous and derivative data (“Public Profile Data“). The ownership of any Public Profile Data that may be provided by the social network is subject to the terms of the respective social network. Some or all of the Public Profile Data may be available to you as raw data or as accumulated data via the SeatID application or the SeatID API, and may be used as a substitute to other user authentication information such as username and password.  By using any Public Profile Data you herby agree to comply with the terms of service of the respective social networks when handling the data. SeatID hereby clarifies to all users that SeatID shall regards improper use of such data as a breach of these terms of use and in the event SeatID shall determine, in its sole discretion, that a Client is making forbidden use of any user contact or other information, then SeatID may immediately terminate the License granted to such Client or prevent such breach and/or use any legal and other measures available to it under applicable law. Such breaches may include, inter alia, direct and/or indirect transfer (including by way of transfer to a third party who shall then transfer onward) of any Public Profile Data by you to (or use of such Public Profile Data in connection with) any ad network, ad exchange, data broker, or other advertising or monetization related toolset, even if your users consent to such transfer or use.

SeatID will also collect certain information about you or your users for business purposes only. The information we collect is only accessible to SeatID and its affiliates and is not disclosed to any non-affiliated third parties and is used by us solely for aggregate statistics about our customers, sales, traffic patterns and related site information to third parties. SeatID shall have full authority to use such information gathered by it, for any purpose it so deems.

Newsletters, Notifications and other Advertising Material

Your agreement during the registration process to receive updates and marketing materials of SeatID, means that you agree and authorize SeatID to make use of the information you provided SeatID during the registration process for the purpose of (a) improvement of SeatID services provided to you, (b) SeatID notifying you of products and services which might interest you and (c) SeatID sending you the SeatID newsletter and/or other advertizing information of SeatID through the internet or other communications. Any agreement of yours to the above may be revoked and you have the rights to notify SeatID, at any time, of your request to cancel your approval for such delivery and stop receiving such materials, by sending an e-mail to SeatID to the address appearing on the “Contact” on the SeatID website.

Accounts and Security

SeatID utilizes some of the most advanced technology for Internet security available today. When you access certain non public components of our Site using a web browser, you may, in consideration for applicable consideration, use Secure Socket Layer (SSL) technology, in order to protect your information using both server authentication and data encryption, ensuring that your data is safe, secure, and available only to registered users in your organization. SeatID will use all possible means available to it to ensure that your data will be completely inaccessible to your competitors. For security purposes, SeatID uses OAuth authentication protocol to provide login specifications for each of your users. In addition, SeatID is hosted in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders. SeatID does not warrant that the functions contained in the service provided by the Site, the Platform and/or any of the Site Applications and/or Client Services will be uninterrupted or error-free, that defects will be corrected or that this service or the server that makes it available will be free of viruses or other harmful components. As part of the registration process, you may be asked to provide SeatID with personal information in order to set up an account. You undertake to provide SeatID with accurate, complete, and updated information. Failure to do so shall constitute a breach of this Customer Agreement, which may result in immediate termination of your account. You shall notify SeatID of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Account, at SeatID’s sole discretion, and you may be reported to appropriate law-enforcement agencies.

Confidentiality of Information

You hereby undertake and agree that any and all confidential and/or proprietary information with respect to SeatID including SeatID information in whatever form and however received is of a confidential and proprietary nature to SeatID. You hereby therefore agree and undertakes not to disclose and not to allow to be disclosed to any third party, and will not itself make use of, in any manner, either directly or indirectly, any such information of SeatID other than for the purposes hereof.

Any and all confidential and/or proprietary information we collect is only accessible to SeatID and its affiliates and is not disclosed to any non-affiliated third parties and is used by us solely for aggregate statistics about our customers, sales, traffic patterns and related site information to third parties.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the SeatID Site and Service (“Feedback”). The feedback may include design, user interface, user experience, technical implementation, business model and any other feedback that Customer may find relevant. You acknowledge and agree that all Feedback will be the sole and exclusive property of SeatID and you hereby assign and agree to assign all rights, title and interest you have in such Feedback to SeatID together with all intellectual property rights therein.

Indemnification

You agree to indemnify and hold SeatID, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim, damages, obligations, losses, liabilities, costs, debts, expenses(including reasonable attorneys’ fees), arising out of: (i)  your use of the Site, Site Applications, the Platform, and/or the Client Services; (ii)   your violation of any of the terms of the Customer Agreement and/or the terms of the respective social network; (iii) your violation of any rights of another person or entity, including without limitation and intellectual property rights or privacy rights; and (iv) any damages of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site, Platform, Site Applications, Client Services, and/or the End User Services. This defense and indemnification obligation will survive the terms of this Customer Agreement.

Proprietary Rights

SeatID retains ownership and all rights to all SeatID logos, icons, trademarks, software, trade secrets, databases, reports, the Platform, the Site Applications and the Site and all content therein. In order to protect SeatID’s copyrights and other proprietary rights in the Site, the Platform, and the Site Applications, you undertake not to remove or destroy any of SeatID’s proprietary trademark, copyright markings or confidential legends or other identification of proprietary information or intellectual property rights. You will not reproduce in all copies of the Site Applications, including partial copies in any form, all proprietary, trademark and copyright markings and confidentiality legends and other identification of proprietary information or intellectual property rights. You will not take any action that might adversely affect the validity of any such markings, legends, identification or ownership, and you will not use such markings, legends, identification or any similar markings, legends or identification in any manner without SeatID’s prior written consent.

Nothing in the Customer Agreement shall be interpreted as giving you any rights in SeatID’s intellectual property.

Termination of License

SeatID may suspend or terminate your License and/or your use of any and all of the Client Services at any time, if we believe that you have violated the terms of this Customer Agreement or, in our sole discretion, if we believe that the availability of the Platform in your site is not in our or our clients’ best interests. Upon termination of your License, you hereby undertake to cease immediately from using any of the Client Services, removing any link to the Platform, and deleting any user’s information obtained through the Platform and/or Client Services.

Notification of Copyright Infringement

SeatID will investigate notices of copyright infringement and take appropriate actions. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site and Platform or on sites linked to from this Site and/or Platform, please notify SeatID.

Miscellaneous

The failure of SeatID to enforce any covenant or condition of this Customer Agreement shall not constitute a waiver of said covenant or condition and shall not hinder or otherwise prevent the subsequent enforcement of said covenant or condition. If any of the provisions in this Customer Agreement shall for any reason be declared or held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Customer Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. You hereby agree on the insertion of the alternative clause, as permitted under law, in order to keep the intent of this Customer Agreement same. This Customer Agreement constitutes the entire agreement and understanding between you and SeatID relating to the subject matter hereof and supersedes all other agreement, covenants oral or written, made prior between you and SeatID with respect to such subject matter. You may not assign your rights or obligations under this Customer Agreement without prior written consent of SeatID

 

If you have any questions or concerns about this Customer Agreement please contacts us at: [email protected]

 

Last Revised: March 9, 2014