Terms Of Services
LimeStory has developed a Micro Storytelling landing page for the collection of contact details of potential clients and client management (the “Service”);
WHEREAS Customer is interested in purchasing a license to use the Service internally within Customer’s organization for the management of Customer’s clients (the “Purpose”);
NOW THEREFORE, in consideration of the mutual covenants hereinafter, the Parties agree as follows:
- Customer’s Personal Data means personal data of Customer’s clients and potential clients and personal data of the users of the Service on behalf of Customer.
- “Output Data” means the various reports, alerts, analytics, recommendations, notices, and other types of information and data that the Service may generate, provide or make available to Customer.
- "Service Data” means the data collected and processed in the course of providing the Service, about the use of the Service, including de-identified data, bandwidth utilization, and statistical or aggregated information about Customer’s use of the Service and all pertinent information at Customer’s disposal concerning bugs, errors and malfunctions in the Software, performance of the Software, its compatibility and interoperability.
- Customer’s Data means Customer’s Personal Data and Output Data collectively.
- “Term” means the period of this Agreement as specified in section 11 below.
- The Service
The Service is a tool for managing the relationship with the Customer's existing and potential clients through a unique landing page developed by LimeStory which is added to the Customer’s marketing campaigns or website and through which the contact details of the Customer's potential clients will be collected.
The Customer bears the sole responsibility for the purchase, maintenance and costs associated with the equipment and communication services, computers and software necessary to connect to the system and use its services.
The Customer bears full and exclusive responsibility to ensure that it has a legal basis for collecting its clients' and potential clients’ personal information, including compliance with relevant privacy and data protection laws. LimeStory does not own the Customer’s Personal Data and will process the Customer’s Personal Data solely to perform the Service and in accordance with the provisions of section 8 below.
- License to Use the Service
- Subject to the provisions of Sections 4 below and solely for the Purpose, LimeStory grants Customer a limited, non-transferable, non-assignable, non-exclusive, and non-sublicense-able right to use the Service during the Term for internal use only (the “License”).
- Use Restriction
Customer and all of its employees, agents, independent contractors or consultants shall not:
- sublicense, transfer and/or assign the Service or any part thereof to any third party, with or without consideration;
- breach the security of the Service, identify, probe or scan any security vulnerabilities in the Service;
- use the Service in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Service.
Any such improper use of the Service will be considered a material breach of this Agreement and may result in irreparable harm to LimeStory for which monetary damages would be inadequate.
- Data and Privacy
- Customer states that it has obtained, and will maintain valid throughout the Term, any and all authorizations, permissions and informed consents, including those of individuals about whom the Service may process personal data or personally identifiable information, as may be necessary under the law (including, the applicable data protection laws and regulations), to allow LimeStory to lawfully collect, handle, retain, process and use such data in the manners and for the purposes of this engagement. Customer shall defend, indemnify and hold harmless LimeStory and its directors, officers, employees, and vendors, upon LimeStory’s request and at Customer’s expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from Customer’s breach of the foregoing statement.
- Customer permits LimeStory to use metadata and de-identified data generated in connection with the use of the Service, including data and bandwidth utilization and statistical or aggregated information (collectively, the “Metrics”), for any purpose LimeStory deems appropriate.
- Customer further acknowledges and agrees that LimeStory will handle and use (by itself or by using trusted third-party service providers such as cloud service providers) the Customer’s Service Data and Feedback as follows:
- To provide the Service to Customer, conduct administrative and technical activities necessary to maintain and provide the Service and to improve and customize the Service;
- To conduct analysis or generate metrics related to the Service;
- For commercial and marketing purposes, publication of case studies and white papers (only in a form not identifying the Customer or its users);
- To bill and collect fees, enforce this Agreeemnt and take any action in any case of dispute, or legal proceeding of any kind involving Customer with respect to the Service;
- To prevent fraud, misappropriation, infringements, and other illegal activities and misuse of the Service;
- To develop new products and services, for research and testing and for any other purpose.
Customer will not be entitled to any remuneration from LimeStory for all such uses.
- LimeStory will processes the Customer’s Personal Data only on documented instructions from the Customer, unless required to do so by applicable law to which LimeStory is subject; in such a case, LimeStory shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
- Subject to the foregoing, LimeStory will take precautions to maintain the confidentiality of Customer’s Service Data.
- LimeStory will, implement appropriate technical and organisational measures to ensure a level of security to the Customer’s Personal Data appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
- LimeStory may store and process any Customer’s Data outside of the European Economic Area and outside Customer’s home country.
- LimeStory will, taking into account the nature of the processing, assists the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights.
- Where the Customer’s Personal Data is subject to the EU General Data Protection Regulation (the “GDPR”), LimeStory will, taking into account the nature of processing and the information available to it, assist Customer in performing its duties as a controller under the GDPR, and in the performance of an impact assessment and prior consultation with data protection authorities.
- Customer agrees that LimeStory may store and process any Customer’s Data outside Customer’s home country and outside of the European Economic Area.
- At the end of the Term of this Agreement, for any reason, the Parties will work to return any Confidential Information they have disclosed to each other. LimeStory will, at the choice of Customer, return or delete Customer’s Personal Data.
- LimeStory will notify Customer of any personal data breach (as the term is defined under applicable data protection laws) within seven (7) days from the date it became aware of such breach. LimeStory will reasonably assist the Customer in investigating such breach and in providing notice to the effected data subjects and to data protection authorities where such notice is required under applicable data protection laws.
- LimeStory will make available to the Customer all information necessary to demonstrate compliance with the obligations as a processor under the applicable data protection laws and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.
- Technical Support
During the Term, LimeStory, either directly or with the assistance of third parties, will endeavor to provide Customer technical support for technical questions, problems and inquiries regarding the Service, during LimeStory’s business days and hours, and pursuant to its then-applicable support scheme, hours and channels. LimeStory will attempt to respond to Customer’s technical questions, problems and inquiries as soon as practicably possible. However, LimeStory makes no warranties to the successful or satisfactory resolution of the question, problem or inquiry; and may decline to provide such support for matters that it deems, in its sole discretion, to require unreasonable time, effort, costs or expenses. For the purpose of the provision of technical support for Customer’s technical questions, problems and inquiries, Customer will cooperate, and work closely with LimeStory, to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as LimeStory reasonably requests.
- Fees, Payment & Cancellation Policy
You agree to pay for the Services you use on the LimeStory Site in accordance the pricing and payment terms presented to you for that service. Fees paid by you are non-refundable.
For subscriptions, you will be billed in advance on a recurring cycle for the period you have selected (monthly or annually or quarterly) at the beginning of that period. Your subscription will automatically renew at the end of each period unless you cancel automatic renewal at least 48 hours before your next renewal date.
LimeStory may change the fees charged for Services at any time, provided that, for subscription Services, the change will become effective only upon the next renewal date.
- Customer agrees to indemnify and hold harmless LimeStory and its directors, officers, employees, and subcontractors, upon LimeStory’s request and at Customer’s expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any third-party complaint, claim, plea, or demand in connection with Customer’s breach of any provision or representation in this Agreement.
- If LimeStory seeks indemnification from Customer, it shall provide Customer with (i) prompt written notice of any indemnifiable claim; (ii) all reasonable assistance and cooperation in the defense of such indemnifiable claim and any related settlement negotiations, at Customer’s expense; and (iii) exclusive control over the defense or settlement of such indemnifiable claim, provided, however, that LimeStory may settle or reach compromise on any such claim without Customer’s consent, if and to the extent such settlement or compromise does not impose any liability (monetary, criminal or otherwise) on Customer. LimeStory shall have the right to participate, at its own expense, in the defense (and related settlement negotiations) of any indemnifiable claim with counsel of its selection.
- Governing Law and Jurisdiction
- Regardless of Customer’s jurisdiction of incorporation, the jurisdiction where it engages in business, or access the Service from, this Agreement and Customer’s use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than Israel. Any dispute, controversy or claim which may arise out of or in connection with this Agreement or the Service, shall be submitted to the sole and exclusive jurisdiction of the competent court in Tel Aviv district in Israel. Subject to Section 14.2 below, the Parties hereby expressly consent to the exclusive personal jurisdiction and venue of such courts, and waive any objections related thereto including objections on the grounds of improper venue, lack of personal jurisdiction or forum non conveniens.
- Notwithstanding the foregoing, LimeStory may also lodge a claim against Customer: (a) pursuant to the indemnity clause above, in any court adjudicating a third party claim against LimeStory; and (b) for interim, emergency or injunctive relief in any other court having general jurisdiction over Customer.
- Assignment. Customer may not assign this Agreement without obtaining LimeStory’s prior written consent. Any purported assignment without LimeStory’s prior written consent is void. To the greatest extent permissible by law, LimeStory may assign these Terms in their entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to Customer and without obtaining Customer’s further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of LimeStory’s equity or assets. By virtue of such assignment, the assignee assumes LimeStory’s stead, including all right, duties, liabilities, performances and obligations hereunder, and LimeStory shall be released therefrom.
- Relationship of the Parties. The relationship between the Parties hereto is strictly that of independent contractors, and neither Party is an agent, partner, joint venturer or employee of the other.
- Subcontracting. LimeStory may subcontract or delegate the performance of its obligations under this Agreement, or the provision of the Service (or any part thereof), to any third party of its choosing, provided however, that it remains liable to Customer for the performance of its obligations under this Agreement.
- Complete Terms and Severability. This Agreement constitutes the entire and complete agreement between the Parties concerning the subject matter herein and supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of this Agreement is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the Parties, and the remaining provisions will remain in full force and effect. This Agreement may be modified or amended only in writing, signed by the duly authorized representatives of both Parties.
- No Waiver. Neither Party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other Party, of any terms or provisions of these Terms. The waiver, by either Party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.