Terms Of Service
By registering to Abbiís Console Dashboard and/or using Abbiís Software Development Kit (the ìSDKî), you agree that you have read, understand, and accept the terms and conditions described below (the "Terms of Service") and you agree to be bound by these Terms of Service and all terms, policies and guidelines incorporated in the Terms of Service by reference, including, but not limited to, Abbiís Privacy Policy located at https://abbi.io/Privacy, (ìPrivacy Policyî) (or such other URL that Abbi may provide from time to time) (collectively, the "Agreement"). If you do not agree to this Agreement, you should not use the Abbi Service in any way. Abbi Service is offered to you conditioned on your acceptance of this Agreement without modification, including without limitation, Abbiís right to own and use all data collected and analyzed by the SDK. In order to use the Service, you must first agree to the Terms. You can agree to the Terms by registering to https://abbi.io or integrating the SDK. You understand and agree that Abbi will treat your use of the SDK as acceptance of the Terms from that point onwards. The Service is available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that (a), if you are an individual, you are at least 18 years old, and (b) if you are a company, you are appropriately licensed and are legally permitted to conduct business. You may not use the Service if you are a person barred from receiving Service under the laws of the United States or other countries, including the country in which you are resident or from which you use Service. (2) Modification of Agreement Abbi reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time, in its sole discretion, by posting changes at https://abbi.io/TOS or such other URL that Abbi may provide from time to time. All changes will be effective immediately when we post them, and apply to all access to and use of the Service thereafter. Your continued use of any part of the Service following the posting of such changes or modifications will constitute your acceptance of such changes or modifications. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. We may also notify you from time to time of any significant changes we make to the Agreement by updates through our social media accounts or email notifications. (3) Description and Use of the SDK The "Service" means, collectively, the "Software", the ìAnalytics Reportsî, the "Abbi Websites" and the "Documentation", all as defined below in this Agreement. Under this Agreement, Abbi will allow you to use the SDK and any fixes, updates and upgrades thereof, provided that you have an active account. In addition, Abbi may provide you with online access to a variety of analytics reports (the "Analytics Reports") generated by Abbi's processing code and any fixes, updates and upgrades. The SDK and Abbi's processing code are defined collectively herein as "Software". The processing code analyzes the data collected by the SDK. This data concerns the characteristics and activities of end users of your applications. In addition, Abbi may provide you with documentation, herein as ìDocumentationî, to help you integrate the SDK into your mobile applications. (4) Fees and Payment The SDK is currently provided to you free of charge or based on pricing through our sales representatives. Abbi may change its fees and payment policies for the Service from time to time. The changes will be posted at https://abbi.io/pricing (or such other URL that Abbi may provide from time to time). (5) Incidental Costs Associated with Use of the Service You agree that you are solely liable for all costs, fees, and other expenses resulting from your use of Service. This specifically includes, but is not limited to, incidental costs incurred by you in connection with your use of the Service, including, but not limited to, costs owed to your cell phone carrier or mobile provider such as data plan costs, or cell phone coverage fees, and fees owed to any third parties, including any business or infrastructure partners. (6) Reports and Results Subject to the terms and conditions of this Agreement, you may remotely access, view and download the Analytics Reports (the "Reports"), which will be stored at https://console.abbi.io (or such other URL that Abbi may provide from time to time). Abbi shall own and retains all right, title and interest in and to Reports and all other results, data and/or information provided to you through the service (collectively, ìResultsî). You may use the Reports only in connection with your use of the SDK pursuant to this Agreement and not for any other purpose. (7) Representations and Warranties You represent and warrant to Abbi that: (i) you are the owner of each application you designate in connection with the use of the Service or that you are legally authorized to act on behalf of the owner of such application for the purposes of this Agreement; (ii) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder and to permit Abbi to provide the Service; (iii) your use of the Service, the delivery and performance by you of the terms and conditions under this Agreement, and, if applicable, Abbiís use of the data received from your applications does not and will not conflict with or violate any agreement or other instrument with a third party applicable to you or otherwise infringe upon the rights of any third party; (iv) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including, without limitation, any relevant data protection or privacy laws); (v) you will comply with and have any and all consents, authorizations and clearances from end users of your applications to allow Abbi to collect, store, and use User Data (as defined herein) from your end users; and (vi) you will at all times comply with all applicable Abbi policies. (8) Limited License You are hereby granted a nonexclusive, limited, non-transferable, revocable and non-sublicensable license to install and use the Software solely as necessary pursuant to this Agreement and solely for the mobile applications that you own and control. Your use of the Service is subject to this Agreement and you shall not, directly or indirectly, undertake : (i) any resale, lease, rental, assignment or other transfer of rights of the Software; (ii) distribution, public performance or public display of the Software; (iii) modification, revision, creation of derivative works from or otherwise making any derivative uses of the Software or any information or content therein; (iv) decompilation, reverse engineering or otherwise attempting to derive the source code for the Software (except to the extent applicable laws specifically prohibit restriction of such activities); or (v) any use of the Software other than for its intended purpose as set forth in this Agreement. Abbi hereby reserves all rights not expressly granted herein. Any use of the Software other than as specifically authorized herein, without the prior written permission of Abbi, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark and other intellectual property laws. You hereby grant to Abbi the limited right to use your companyís name, if applicable, and your companyís trademarks, service marks and/or logos to identify you or your company as a customer of Abbi in its press releases, marketing materials or websites. (9) Privacy and Information Collection As a condition of your access to the Service, you agree that Abbi has the right, for any purpose, to collect, retain, use, and publish in an aggregate manner, subject to the terms of its Privacy Policy located at https://abbi.io/Privacy (or such other URL that Abbi may provide from time to time), information collected in your use of the Service, including without limitation, with respect to the Software, and the information, characteristics and activities of end users of your applications collected by you (the ìUser Dataî). You will not (and will not allow any third party to) use the Service to track or collect personally identifiable information of end users, nor will you (or will you allow any third party to) associate any data gathered from your application(s) with any personally identifying information from any source as part of your use (or such third parties' use) of the Service. You agree that you have and will abide by a privacy policy that complies with all applicable laws and industry standards and that you will comply with all applicable laws relating to the collection of information from end users of your applications. Notwithstanding the above, you agree to follow all country specific regulations with regards to data privacy when using European data. You must post a privacy policy for your end users. That policy must (i) provide notice of your use of a tracking pixel, the SDK or any other visitor identification technology that collects, uses, shares and stores data about end users of your applications (whether by you, Abbi or your Ad or marketing partners) and (ii) contain a link to Abbiís Privacy Policy. The SDK tracking will stop across all applications within the Abbi network. You agree to obtain consents from all your end users as required by applicable law and Abbiís privacy policy, before you use the Service. You agree that you will not use any Service in connection with any application labeled or described as a "Kids" or "Children" application, and will not use any Service (i) in connection with any application, advertisement or service directed towards persons below the age of 13, (ii) to collect any personal information from persons below the age of 13 or (iii) to request or permit any ad or marketing partner to transmit any personal information from persons below the age of 13. (10) Suspension; Discontinuance; Modification Abbi reserves the right, in its sole discretion, with or without notice, to suspend or terminate any website or application from your Account, or your access to the UI or the SDK. Abbi reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently the SDK, or any features or portions thereof, without prior notice. You agree that Abbi will not be liable for any such suspension, modification, or discontinuance of your Account, or any consequences thereof. If you are dissatisfied with any aspect of the Service at any time, your sole and exclusive remedy is to cease using it. The information and services included in or available through the Software, including the Reports, may include inaccuracies or typographical errors. Abbi may make improvements and/or changes in the Software at any time, with or without notice. You specifically agree that Abbi shall not be responsible for unauthorized access to or alteration of the User Data or data from your applications. (11) Confidentiality; Publicity; Ownership. a. Confidentiality. You agree not to disclose Abbi's Confidential Information (as defined below) without Abbiís prior written consent and to use at least the same degree of care to prevent unauthorized use and disclosure of such Abbi's Confidential Information as you use with respect to your own confidential information (but in no event less than a reasonable degree of care). ìAbbi's Confidential Informationî includes any and all information that is disclosed by Abbi, either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as ìConfidential,î or with some similar designation, or if disclosed orally, is identified as being proprietary and/or confidential at the time of disclosure, or under the circumstances and nature of the information would be reasonably deemed to be confidential, and includes, without limitation, the Software, and the features and functionality of the SDK. Abbi's Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of this Agreement by you; (b) is rightfully known by you at the time of disclosure without an obligation of confidentiality; (c) is independently developed by you without use of or reference to Abbiís Confidential Information and without any violation of any obligation of this Agreement; or (d) You rightfully obtain from a third party without restriction on use or disclosure. Nothing in this paragraph shall be construed as a grant or assignment of any right or license in the Abbiís Confidential Information. Abbiís Confidential Information shall at all times remain the property of Abbi. At any time Abbi reasonably requests, and in any event upon the termination or expiration of this Agreement, you shall, at Abbiís election, promptly return to Abbi all its Confidential Information in your possession or control, or certify in writing to Abbi that the Confidential Information has been destroyed. b. Publicity. ìAbbiî and all related names, our logos and products are our trademarks. You must not use such marks without our prior written consent. You will not name Abbi or use Abbiís brand features in any press release, public announcement, advertisement, blog, or other form of publicity in relation to this Agreement or otherwise without securing the prior written consent of Abbi. c. Ownership. As between the parties, Abbi retains all right, title and interest in and to the Software and any materials created, developed or provided by Abbi in connection with this Agreement, including all Intellectual Property Rights (as defined below) related to each of the foregoing. In addition, Abbi retains all right, title and interest in and to data collected via the Software. As between the parties, except as set forth herein, you and your licensors retain all right, title and interest in and to your applications, including all Intellectual Property Rights related thereto. ìIntellectual Property Rightsî means copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right. If any end-user or other third party provides any feedback or suggestions to Abbi in connection with this Agreement or the SDK (ìFeedbackî), you will ensure that such end-user or third party assigns all right, title and interest in and to such Feedback to Abbi. ìIntellectual Property Rightsî means copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right. (12) Disclaimer You acknowledge that some features of the Software may be experimental in nature. Abbi does not represent or warrant that the Software is reliable, accurate, complete, or otherwise free from defects. Accordingly, the Software is made available for use ìAS IS,î and any use thereof will be undertaken solely at your own risk. Abbi reserves the right, in its sole discretion, to include or cease providing the Software at any time (subject to notice as may be required herein), and Abbi does not give or enter into any conditions, warranties or other terms with regard to the Software. YOUR USE OF THE SOFTWARE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER ABBI NOR ANY PERSON ASSOCIATED WITH ABBI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, NEITHER ABBI NOR ANYONE ASSOCIATED WITH ABBI REPRESENTS OR WARRANTS THAT THE SOFTWARE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR ANALYTICS SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SDK OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. ABBI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. (13) Indemnity You agree to indemnify, defend and hold harmless Abbi, its affiliates, and its and their respective employees, officers, directors, contractors, agents, licensors, suppliers, successors and assigns from and against any and all claims, liabilities, penalties, settlements, judgments, damages, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (i) any information that you or anyone using your account may submit or access in the course of using the Service; (ii) your breach of any representation or warranty in, or violation of any term of this Agreement or use of the Service or other services provided by Abbi; and (iii) any disputes between you and your customers, end-users, Ad or marketing partners, advertisers, third-party ad networks, or publishers. (14) Third Parties If you use the Service on behalf of any third party, you represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, such third party. You shall ensure that each third party is bound by and abides by the terms of this Agreement. You agree to indemnify, defend and hold harmless Abbi, its affiliates, and its and their respective employees, officers, and directors, contractors, agents, licensors, suppliers, successors and assigns or users from and against any and all claims, liabilities, penalties, settlements, judgments, damages, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (i) any representations and warranties made by you concerning any aspect of the Service; (ii) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the Service; (iii) violations of your obligations of privacy to any third party; and (iv) any claims with respect to acts or omissions of third parties in connection with the Service. The Software may include hyperlinks to third-party websites or resources. Abbi has no control over any third-party websites or resources. You acknowledge and agree that Abbi (i) is not responsible for the availability of or access to any such third-party websites or resources, (ii) does not endorse you, your products or services, or any advertising, products or other materials available on or from such third-party websites or resources, and (iii) is not liable for any loss or damage which you may have incurred as a result of the availability of any third-party website or resources, or lack thereof, or your reliance on the accuracy or completeness of any advertising, products or other resources from such third-parties. End-users of your products and services, or on whose computer platform you install the SDK, or with whom you perform any other transactions involving the SDK are solely your customers. You are solely responsible for all matters related to your Ad or marketing partners, advertisers, third-party ad networks, publishers, and your customers, including without limitation, handling all support services, billing and payment, and any other transactions, inquiries and disputes of any type or nature. (15) Limitation of Liability IN NO EVENT WILL ABBI, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SDK,OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SOFTWARE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL ABBIíS LIABILITY AND DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED $100. THE PARTIES AGREE THAT THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THE FOREGOING LIMIT, AND THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. (16) Other Restrictions You shall not, directly or indirectly, take or authorize or encourage any third party to take any fraudulent action in the use of the Service, including without limitation, click fraud or fraudulent downloads, nor shall you engage in any activity that interferes with, disrupts or interacts in an unauthorized manner with the Service (or servers and networks which are connected to the Service), including but not limited to use of robots, scrapers or other automated query tools and/or computer generated search requests. Abbi may terminate your account at any time for any reason, including without limitation, such fraudulent or unauthorized activity, in its sole discretion. (17) Term; Termination The term of this Agreement will commence on the date you agree to the terms of this Agreement or start using the Service, whichever is earlier, and will continue until terminated by either party as provided in this Agreement (ìTermî). You may terminate this Agreement, with or without cause, at any time by sending written (via email) notice to the address and contact set forth in Section 18(c) below; such termination will become effective upon the earlier of 10 business days after Abbiís receipt of such notice or the date upon which, after receiving such notice, Abbi suspends your ability to access or use the Service or terminates your Account. Abbi may terminate this Agreement or any Account, with or without cause, in Abbiís sole discretion, at any time. Upon termination of this Agreement, any licenses granted to you in this Agreement will automatically terminate, and you must immediately cease all use of the Service, as well as any Abbi code, and destroy or erase all copies, full or partial, of any Abbi code or protocol in your possession or control. (18) Miscellaneous a. Venue; Governing Law. This Agreement and any action related thereto will be governed by the laws of the State of Israel without regard to principles of conflict of laws, will govern this Agreement. Any dispute arising from this Agreement or the use or misuse of the Services, shall be subject to the exclusive jurisdiction of the competent courts in the district of Tel Aviv, Israel. and Abbi and You consent to personal jurisdiction in those courts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. b. Entire Agreement: This Agreement constitutes the entire agreement between you and Abbi and governs your use of the Service, superseding any prior agreements between you and Abbi with respect to the Service. c. Notices. Any notices to Abbi must be sent to: [email protected] d. Waiver. The failure of Abbi to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Abbiís waiver of any default is not a waiver of any subsequent default. e. Severability. Unenforceable provisions will be modified to reflect the partiesí intention, and remaining provisions of the Agreement will remain in full effect. f. Amendment. Abbi reserves the right to change or modify any of the terms and conditions contained in this Agreement or applicable policies at any time and in its sole discretion upon providing notice to you. Any changes or modification will be effective immediately upon posting the revised Agreement on Abbi Website, and you waive any right you may have to receive additional notice of such changes or modifications. Your continued use of the Service following the posting of any revised Agreement will constitute your agreement to be bound by the revised Agreement. If you do not agree to any terms of the amended Agreement, you must stop using the Service. g. Assignment. You may not assign or transfer this Agreement or any of your rights hereunder and any such attempt will be null and void. h. Force Majeure. If the performance of any part of this Agreement by Abbi is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of Abbi, then Abbi will be excused from such performance to the extent that it is prevented, hindered or delayed by such causes. i. Independent Contractors. Abbi and you are not legal partners or agents, but are independent contractors, and neither party by virtue of this Agreement will have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party. j. Survival. The terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance hereof by the Parties hereunder, including but not limited to the provisions relating to Indemnity, Disclaimer of Warranties and Limitation of Liability, shall so survive the completion of the performance, cancellation or termination of this Agreement.