Terms & conditions

Under this Agreement You can acquire Products, Professional Services and Support Services. All Products and Support Services will be identified on our order form that We refer to as Order Form (“Order”) and Professional Services will be specified in a Statement of Work (“SOW”). Each Order and each SOW is a separate contractual commitment and must be signed by both You and Us. We or our own local affiliates will also honour any legal Order executed by your Affiliates. “Affiliates” is any corporation or other business entity which controls, is controlled by or is under common control with a party through the ownership of more than fifty percent (50%) of the outstanding voting stock of the controlled corporation or more than fifty percent (50%) of the equity interests of a non-corporate entity.

When You sign an Order, We grant You and Your Affiliates a non-exclusive, non-transferable, non-sublicensable and subscription license to use, in object code format, the Software identified in the Order and any updates provided under Support Services, subject to the terms of this Agreement and the Order. Any references to a “sale” or a “purchase” of the Products in this or any other document means “license” in accordance with the terms contained in this Agreement.

For each copy of the Software licensed, You may only install one (1) copy of the Software. Except for a reasonable number of backup copies of the Software, You can’t copy the Software. All titles, trademarks and copyright a restricted notices must be reproduced in any copies. If You install updates to Software made available under Support Services, You must uninstall and cease use of all previous versions of the Software, so that Your actual use and deployment of theSoftware corresponds to the quantities that You actually licensed and paid for.

If You would like to deploy Cloud Services, We grant You and Your Affiliates a non-exclusive, non-transferable, worldwide right to authorize individuals solely within Your and Your Affiliates’ organization (“Users”) to access or exchange data via the Cloud Services during the Term (as defined in Section 8 below), but only for Your own internal business purposes and subject to the terms and conditions of this Agreement and terms associated with the specific Cloud Services contained in the Order and applicable schedule(s). We are not responsible for web pages or servers that are not owned or controlled by Us, even if linked to (including via application programming interfaces) the Cloud Service. We do not endorse any sites on the Internet that are linked through the Could Service; such links are provided to You and your Users only as a convenience. In addition, certain third-party providers of ancillary software, hardware or services may require Your agreement to additional or different licence or other terms prior to Your or Your Users’ use of or access to such software, hardware or services. Cloud Services offerings may include a limited-use subscription toon-premise Software as described in the applicable schedule(s) and use of such Software must comply with all license terms. Under no circumstances may the Cloud Services be used for any illegal or illicit purpose in any geography where the Cloud Services are used. You must: (i) protect the secrecy of Your authorized user IDs and passwords; (ii) notify Us immediately of any unauthorized use of any user ID or password or any other known or suspected breach of security; and (iii) report to Us immediately and use reasonable efforts to stop any copying or distribution of content not authorized by Us. You agree that anyone who inputs a valid user ID and password will be deemed an appropriate User unless and until You notify Us otherwise in writing. Any individual User who has violated this Section may have its account suspended.

Use of the Products shall be limited to the data processing and computing needs of You and Your Affiliates. You cannot make the Products available to unauthorized third parties. The Products may not be used for outsourcing or service bureau purposes or otherwise processing third party data for the benefit of any third party, unless permitted in the Agreement or any Order. You cannot relicense, rent or lease the Products for their-party training or commercial time-sharing. You agree that you will not distribute, sell, sublicense, subcontract or otherwise transfer copies of or rights to the Products or any portion thereof, and shall not use the Products except as expressly permitted hereunder. No third-party software that is provided with the Products may be used independently from the Products. Unless otherwise mutually agreed in writing and except to the extent required to obtain interoperability with other independently created software or as specified by law, You agree to not adapt, translate, reverse engineer, decompile or otherwise derive the source code for Products or any of the related features of the Products or to allow third parties to do so. You cannot use the Products for benchmarking or other competitive purposes.

You do have the right to sublicense the use of the Products to external service provider(s) (“Service Provider(s)”) solely for purposes of providing outsourcing services for Your benefit and solely for the duration of such outsourcing services. The rights accorded to the Service Provider shall be those permitted in the Agreement and any Order, and no duplication of the quantities of Products purchased is permitted. You are fully responsible for the Service Provider’s use of the Products in accordance with the terms of the Agreement and any Service Provider breach of the Agreement.

We own all proprietary rights, including all patent, copyright, trade secret, trademark and all other proprietary rights, in and to the Products and any corrections, bug fixes, enhancements, updates or other modifications and derivatives, including custom modifications, to the Software and all other deliverables. We reserve all rights not expressly granted to You.

Unless otherwise agreed in the Order, the Customer grants imBee and its Affiliates an irrevocable right to make (direct and indirect) references to Customer, and display its logo, in the course of its marketing and promotional activities, including but not limited to publications, press release and/ or articles in media, success stories in online and printed publications, references in discussions with journalists, customers and business partners as well as the visual and content representation on imBee’s website or in any public events, such as industry fairs, seminars and conferences etc.

You will pay all fees and charges for Cloud Services and for Software licensed on a subscription basis as per the applicable Order. Those fees will cover the Term that is specified in the Order. You will be billed shortly after contract execution for Your Cloud Services and\or Your subscription-based Software license. In cases of a multi-year Term, unless otherwise stated in the Order We will invoice You for Your first year of service upon contract execution and then annually sixty (60) days in advance of each contract anniversary. Except as expressed in the Order, all payment obligations for the entire multi-year Term and non-cancellable and non-contingent and all amounts paid are non-refundable except in the context of a breach of the warranty provided in Section 6. We may suspend the provision of any Software subscription license or Cloud Services in the event that any invoice remains unpaid in excess of thirty days. Each year within a specified term requires payment in exchange for the continued Software subscription license or provision of Cloud Services. Quantities of subscription license Software and Cloud Services may not be decreased during the relevant subscription term.

You acknowledge and agree that fees quoted in an Order are contingent upon the agreed upon length of the entire Term. Except as expressed within an Order these fees are not subject to early termination or cancellation and this obligation may not be waived and Our right to collect these fees is absolute absent a material breach by Us of this Agreement that renders the Software or Service unusable for the term at issue. Unless You elect to purchase an enhanced Support Service the subscription fee is inclusive of the Support Services on the subscription.

By using or agreeing to use imBee Software, You acknowledge and agree that the use of WhatsApp messaging facilitated by imBee Software is subject to additional charges including Conversational Charges and WhatsApp API Charges, payable directly to imBee. The fees are determined and invoiced by imBee. These charges are incurred for each WhatsApp message sent and/or received through the imBee Software, and also the use of WhatsApp API Number through the imBee Software. You agree to pay imBee directly all Conversational Charges and other WhatsApp API related charges associated with the use of the imBee Software in full, without setoff or deduction.

To contest any invoiced charge, You must submit a written dispute within fifteen (15) days of the invoice date, clearly indicating the disputed item(s) and the basis of the dispute. During the dispute resolution process, all undisputed charges must be paid by the due date.

In the event of non-payment beyond the due date, imBee Software reserves the right to:
-Temporarily suspend access to the Software and its services until full payment is received.
-Initiate collection procedures, including but not limited to, contracting third-party collection agencies to recover the outstanding amount.
-Take legal action to recover the due amount along with any applicable interest, legal fees, and costs.

Upon termination of the use of the Software, all outstanding Conversational Charges must be settled in full within thirty (30) days of the final billing statement. Failure to timely pay any Conversational Charges may result in additional fees, suspension of services, and possible legal action.

All invoices for Products and services are due and payable within thirty (30) days of receipt. If We do not receive timely payment, We reserve the right to charge a late fee equal to the lesser of two percent (2%) per month or the maximum amount allowed by law in addition to Our cost of collection.

We have the right, on at least ten (10) business days’ prior written notice and not more than once every twelve (12) months, during Your normal business hours to review and validate Your compliance with the Agreement and deployment of the Software. You agree to provide accurate and complete information within ten (10) days of imBee’s request in a form and format reasonably satisfactory to Us and to immediately remit to Us any shortfall in payment disclosed by the review including any late charges.

You shall pay all applicable taxes however designated, levied or based on the prices, terms or performance of this Agreement, including, without limitation, sales, use, goods, and services, value-added, or equivalent“indirect” taxes and duties, unless You give us appropriate documentary evidence of exemption as prescribed by the tax authorities. Where applicable, We shall ensure that our invoices to You meet the requirements for deduction/claim of input tax credits.You acknowledge and agree that subject only to the warranty remedies, all fees are non-cancellable, non-contingent and non-refundable. Fees are owed and are to be paid in exchange for the rights granted and services made available hereunder and not based on actual use of the Products.

3.6 The Products, documentation, and all updates furnished under Support Services shall be delivered electronically.

4.1 For purposes of this Agreement the party disclosing Confidential Information is referred to as the “Disclosing Party” and the party receiving Confidential Information is referred to as the “Receiving Party”. “Confidential Information” means the Products (both object and source code versions of Software), the accompanying Documentation and all related technical and financial information (including the terms of this Agreement) and any information, technical data or know-how, including, without limitation, that which relates to computer software programs or Documentation, specifications, source code, object code, research, inventions, processes, designs, drawings, engineering, products, services, customers, partners, pricing information, company structure/ownership, markets and finances of the Disclosing Party which (i) has been marked as confidential; (ii) is identified as confidential at the time of disclosure either orally or in writing; or (iii) due to its character and nature, a reasonable person under like circumstances would understand to be confidential. All Our software, computer code, product development and marketing plans, and non-public financial and human resources data, materials and information are deemed to be Confidential Information.
You acknowledge and agree that fees quoted in an Order are contingent upon the agreed upon length of the entire Term. Except as expressed within an Order these fees are not subject to early termination or cancellation and this obligation may not be waived and Our right to collect these fees is absolute absent a material breach by Us of this Agreement that renders the Software or Service unusable for the term at issue. Unless You elect to purchase an enhanced Support Service the subscription fee is inclusive of the Support Services on the subscription.

4.2 Confidential Information shall not include information which (a) Receiving Party can demonstrate was rightfully in its possession, without confidentiality obligations, before receipt; (b) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owned the Disclosing Party; (c) is disclosed to Receiving Party, without confidentiality obligations, by a third party who has the right to disclose such information; or (d) Receiving Party can demonstrate was independently developed without reliance on any Confidential Information of the Disclosing Party, provided that if only part of any Confidential Information falls within one or more of the exceptions set out in this Section 4.2, the remaining part of the Confidential Information shall continue to be subject to the restrictions set forth in this Agreement.

4.3 Both parties agree that: (a) Receiving Party may use Confidential Information solely for the purposes of this Agreement; (b) Receiving Party shall instruct and require all of its employees, agents, and contractors who have access to the Confidential Information of the Disclosing Party to maintain the confidentiality of the Confidential Information; (c) Receiving Party shall exercise at least the same degree of care, but not less than reasonable care, to safeguard the confidentiality of the Confidential Information as Receiving Party would exercise to safeguard the confidentiality of Receiving Party’s own confidential property; (d) Receiving Party shall not disclose the Confidential Information, or any part of parts thereof, except on a “need to know” basis to those of its employees, agents, and contractors who are bound to confidentiality obligations at least as protective of the Confidential Information as those set forth in this Agreement; and (e) Receiving Party may disclose the Disclosing Party’s Confidential Information to the extend required by a valid order by a court or other governmental body or by applicable law, provided, however, that Receiving Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a reasonable opportunity to object to such disclosure and further provided the Receiving Party shall otherwise continue to treat such Confidential Information in accordance with this Agreement. The Receiving Party’s obligations shall also be applicable to Confidential Information disclosed by the Disclosing Party to the Receiving Party prior to the execution of this Agreement. The Receiving Party will return any tangible materials containing Confidential Information, and any copies or reproductions thereof, to the Disclosing Party within ten (10) days after the Disclosing Party’s written request.

Cloud Services may use third-party infrastructure, which are independently audited and certified as ISO27001 compliant.Based on our reasonable diligenceWe comply with all laws applicable to Us as the provider of theCloud Services. We process Customer Data (as defined in Section 6.1) via the Cloud Services on behalf of You only and in accordance with the terms of this Agreement and any reasonable instructions that You might give Us from time to time. We reserve the right to hire other companies to provide services onOur behalf in connection with Our provision of theCloud Service.

We will prohibit such subcontractors from using Customer Data for any purpose other than to perform services on Our behalf.

We can provide You with Professional Services if You wish. All those Professional Services will be described in SOWs. You can have none, one or multiple SOW’s under this Agreement.

We warrant that Professional Services will be provided in a professional manner. If at any time You are dissatisfied with the performance of an individual working on a project, just report the problem to Us in writing and ask Us to replace the individual. For a time and materials SOW, We warrant that the Professional Services and deliverables will substantially conform to the agreed upon specifications set forth in the SOW. If we breach these warranties, then at no additional cost We will promptly re-perform any warranted Professional Services or re-deliver a non-conforming deliverable, but We have to be notified within thirty (30) days after the delivery of such non-conforming services or deliverables. Nonconformity is a material or substantial deviation from the applicable specifications set forth in the SOW to which the parties have mutually agreed in writing. Re-performance of the Service or replacement of the deliverable will be the sole remedy for breach of this warranty. If re-performance or replacement does not cure the breach, We will refund that portion of the Professional Service fees associated with the non-conforming services. A breach by either party of a SOW is not deemed to be a breach under any other SOW or this Agreement.

The material delivered to You by Us contains pre-existing material developed by Us or our licensors. As such We own it and We retain all right, title and interest in all such pre-existing material. However, You do have a non-exclusive, world-wide royalty-free license to use, copy and authorize others to use such pre-existing material (other than commercially available imBee products, documentation and training materials) solely as part of the project for which such material was delivered and in accordance with the terms of this Agreement. Except as otherwise expressly provided in this Agreement We grant no other license(s) to any of its intellectual property and no other transfer of Our intellectual property is made hereunder.

We warrant that the Cloud Service are provided in a manner consistent with the applicable Documentation under normal use and circumstances. You warrant that (i) You will neither falsely identify Yourself nor any User, nor provide any false information to gain access to the Cloud Service and that the billing information that you give Us is correct, and any data, information or material that You and Your Users process or submit to the Cloud Services in the course of using the Cloud Services including any personally identifiable information ("Customer Data") does not violate the privacy rights of, or defame, any data subject or third party, and (ii) You will provide any necessary notices and obtain any necessary consents from applicable data subjects as required by applicable law, rule or regulation for Us and You to process Customer Data via the Cloud Services. We don’t own Customer Data. You own all Customer Data. You and not We shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property rights in all Customer Data. You are solely responsible for ensuring that provision of Customer Data to Us for processing via the Cloud Services is in compliance with all applicable laws. You will not: (i) use the Cloud Services in violation of applicable Laws; (ii) send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights in connection with the Cloud Service; (iii) send or store malicious code in connection with the Cloud Service; (iv) damage, disable, overburden, impair, interfere with or disrupt the Cloud Service; (v) attempt to gain unauthorized access to any systems or networks that connect thereto or otherwise interfere with the operation of the Cloud Services or in any way with the use or enjoyment of the Cloud Services by others; (vi) permit more Users to access or use the Cloud Services than are permitted in the applicable Order; (vii) allow more than one individual to use a User account; (viii) make the Cloud Services available to any third party (via a services arrangement, service bureau, lease, sale, resale, or otherwise); and, (ix) exceed any applicable bandwidth usage or storage capacity limit. You fully indemnify and defend Us and Our agents, officers, directors, and employees against any and all fees, fines, costs, liens, judgments and expenses that any such person(s) may incur as a result of any potential or actual violation of this provision. WE AND OUR LICENSORS MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE CLOUD SERVICES OR ANY CONTENT. IMBEE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE CLOUD SERVICES WILL BE ENTIRELY SECURE, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR SYSTEM (ii) ALL ERRORS OR DEFECTS WILL BE CORRECTED, OR (iii) THE CLOUD SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. The Cloud Services may be subject to limitations, delays, inaccessibility and other problems that are inherent in the use of the Internet and We are not responsible for and disclaim all liability for any delays, failures or damage resulting from such problems.

The term for each subscription license and\or Cloud Services (“Term”) is: (i) the time period specified in the Order, commencing on the date of delivery.

7.2 Either party has the right to terminate this Agreement and any and\or all rights granted under this Agreement upon written notice to the other party if the other party: (a) is in default of any obligation hereunder which default is incapable of being cured, or which, being capable of being cured, has not been cured within thirty (30) days after receipt of written notice of such default; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has been liquidated, voluntarily or otherwise.
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7.3 Immediately upon termination, the licenses granted hereunder and rights to use shall terminate, and You must stop using the Products.
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7.4 If You terminate the Agreement, You still must pay all fees accruing prior to termination.
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7.5 Sections 3, 4, 5.3 and 7 through 10 shall survive termination of this Agreement.

8.1 EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED AS A MATTER OF LAW, BREACH OF, OR INDEMNITY FOR INFRINGEMENT OF, INTELLECTUAL PROPERTY RIGHTS (A) IN NO EVENT WILL EITHER PARTY OR IMBEE’S LICENSORS OR RESELLERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) , THE LIABILITY OF US AND OUR LICENSORS OR RESELLERS TO YOU ARISING FROM THIS AGREEMENT OR THE USE OF THE PRODUCTS , OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL NOT EXCEED TWELVE (12) MONTHS FEES PAID FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE APPLICABLE LIABILITY.

8.2 We have no responsibility or liability with respect to any content or data that You process with the Products. You acknowledge and agree that (i) the Products function only as a tool or vehicle for data processing; (ii) We can’t control the jurisdiction where the data originates; and (iii) neither We nor our Products is a “data controller” or similar under applicable law with respect to Your content or data. You acknowledge and agree that as between You and Us you are the sole “data controller” and You ensure that You are in full compliance with applicable data protection and privacy laws, especially with laws that apply to the use or transmission of sensitive information, personal information or personally identifiable information.
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8.3 Nothing in this agreement shall limit imBee’s liability for: (i) death or personal injury resulting from its negligence or that of its servants or agents; (ii) fraud or fraudulent misrepresentation; (iii) for any breach of any implied term as to title or quiet enjoyment in relation to the Software; or (iv) for any other liability that cannot be excluded under applicable law. The parties acknowledge and agree that the fees reflect the allocation of risk set forth in this Agreement and that imBee would not enter into this Agreement without the limitations of liability set forth herein.