Terms and Conditions

Thank you for your interest in the Bees and Pollen Platform. Your use of the Bees and Pollen Platform and the related API is subject to the terms of a legal agreement between you (hereafter “Customer”) and Bees and Pollen Ltd, an Israeli liability company duly organized and validly existing under the laws of Israel (hereinafter “Bees and Pollen”).

APPLICABILITY
These TERMS AND CONDITIONS for the Bees and Pollen Platform (hereinafter “Conditions”) shall be applied to all use of the Service.
Using the Bees and Pollen Platform requires the Customer to register. A prerequisite for the registration is that the Customer undertakes to comply with these Conditions and with other instructions informed by Bees and Pollen from time to time. A binding agreement is entered into by and between Bees and Pollen and the Customer when the Customer has in connection with the registration accepted these Conditions.
Upon registering with Bees and Pollen, Bees and Pollen becomes an agent to the Customer. This means that Bees and Pollen is acting on behalf of and at the Customer's direction in storing Customer Data on behalf of the Customer.

DEFINITIONS
“API” means an application programming interface provided by Bees and Pollen to the Customer strictly for the purposes of enabling the Customer to integrate the agreed number of Customer Applications of the Customer’s network with the Service.
“Customer Application” shall mean the applications or services included in the Customer’s network.
“Customer Data” means all electronic data or information submitted by Customer to the Service.
“Party” / “Parties” means Bees and Pollen and/or the Customer.
“Service” means the Bees and Pollen Platform which is a cloud of dedicated virtual servers, placed on the Amazon Cloud, for the purposes of improving Customer application’s user experience. The features of the free version of the Service are in the sole discretion of Bees and Pollen and may vary from time to time.
“Confidential Information” means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) for you, all information transmitted to or from, or stored on the Service, (ii) for Bees and Pollen, unpublished prices and other terms of service, reports, product development plans, server configuration designs, and other proprietary information or technology, and (iii) for both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is developed by one of us on our own, without reference to the other's Confidential Information, or that becomes available to one of us other than through violation of the Agreement or applicable law, shall not be "Confidential Information" of the other party.

RIGHTS AND OBLIGATIONS OF CUSTOMER
By registering for the Service and accepting these Conditions the Customer receives the right to use the Service for its own internal business purposes and shall not make use of the Services on behalf of or for the benefit of any third party.
The Customer agrees to use the Service in accordance with all laws, statutes, these Conditions, good practice and any instructions included in the Service. In the event of abuse Bees and Pollen may trace the Customer, deactivate the Customer’s identifiers, otherwise restrict the Customer’s access to the Service and possibly initiate legal proceedings.
The Customer undertakes not to send, transmit or store, either in or through the Service, any material that is contrary to good practice or law.
Bees and Pollen shall be entitled to prevent the use of the Service where there is justified cause to suspect that the Service is being used in a manner that is contrary to these Conditions or other instructions included in the Service, or otherwise contrary to good practice or law. The Customer shall also be liable to compensate Bees and Pollen for any damage arising from use that is contrary to the Conditions, other instructions included in the Service or law.

REGISTRATION
You represent that you have full power, capacity and authority to accept these Conditions. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Conditions. If you don’t have the legal authority to bind, please ensure that an authorized person from your entity consents to and accepts these Conditions.
At those instances when registration is required, the registration process has been completed when Bees and Pollen has given the Customer access to the Service. Any failure or refusal of registration will be notified either at the time of registration or in some other way.
Bees and Pollen shall be free to close the free version of the Service for Customer that has not been used in the Service during the preceding seven (7) days.
Bees and Pollen reserves the right to refuse the Service to any user.

FEES AND PAYMENTS
The initial fees for Customer's use of the Service shall be set forth in an order form acknowledged by Customer and Bees and Pollen. Bees and Pollen may change its fees and payment policies for the Service from time to time. The changes to the fees or payment policies are effective upon the Customer’s acceptance of such changes which will be posted at www.BeesAndPollen.com (or such other URL Bees and Pollen may provide from time to time). Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement for any reason and any collection expenses (including attorneys’ fees) incurred by Bees and Pollen will be included in the amount owed.

USE OF SERVICE
The Service shall be used for the Customer Application(s) designated in connection with the registration and the Service may be accessed by no more than one Customer Application at a time. The Service is to be used for the benefit of the designated Customer Applications only and cannot be shared or used by other applications.
Bees and Pollen is committed to high level of quality and industry standards regarding the Service. Accordingly, Bees and Pollen endeavors to develop the Service pursuant to its global production development plans and the Service shall correspondingly benefit from the said development and enhancements. The Customer may provide reasonable requests and/or proposals to Bees and Pollen regarding the future development of the Service. For the sake of clarity it is hereby agreed that Bees and Pollen has no obligation to develop the Service as requested and/or proposed by the Customer and the future development of the Service is at the sole discretion of Bees and Pollen.
Bees and Pollen shall use commercially reasonable efforts to make the Service available to the Customer twenty-four (24) hours a day, seven days a week, excluding (i) the necessary maintenance breaks, and (ii) any unavailability caused by computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Bees and Pollen’s possession or reasonable control. However, Bees and Pollen shall not give any representations or warranties regarding the availability of the Service and shall adopt any liability of any unavailability of the Service.
Bees and Pollen hereby grants the Customer all necessary rights by way of license to use the software (API) and Service of Bees and Pollen in accordance with these Conditions but not further or otherwise.
Except as expressly permitted by these Conditions, the Customer shall not attempt to obtain access to or interfere with any programs or data of Bees and Pollen or of any other customer of Bees and Pollen and shall indemnify Bees and Pollen against any loss, damage or liability which Bees and Pollen may sustain or incur as a consequence of the Customer failing to comply with such undertaking.

LIABILITY OF BEES AND POLLEN
Bees and Pollen shall endeavor to provide a Service of possibly high quality. However, Bees and Pollen shall offer no guarantees of functionality, continuity, freedom from fault, modification, discontinuation, or accuracy and reliability of information contents as regards the Service or any part thereof.
Bees and Pollen shall endeavor to ensure that the Service fulfills the normal data security requirements. However, the Customer shall attend to data security of the Customer’s own equipment, and Bees and Pollen shall not be liable for any damage arising for the Customer or for a third party from data security risks such as computer viruses, worms, malwares or other harmful elements.
To the maximum extent permitted by applicable law, Bees and Pollen shall have no liability for any direct or indirect damages caused to the Customer by the Service or related to the Service.
Bees and Pollen can at any time adapt or close the Service or its part without a separate notice. In that case Bees and Pollen shall not be liable for the consequences caused to the Customer.
Except as expressly provided herein, Bees and Pollen excludes all warranties, representations, terms, conditions or other commitments of any kind, whether express or implied terms, statutory or otherwise, and each party specifically disclaims all implied warranties, including (without limitation) any warranties, representations, terms, conditions or other commitments of merchantability or fitness for a particular purpose or of satisfactory quality, in each case, to the maximum extent permitted by applicable law.
Complete accuracy in all aspects of the statistics at all times also is not guaranteed. It is the responsibility of the Customer to ensure that Customer Application is functioning correctly and sending accurate data, including Customer Data, to the Service.

OWNERSHIP OF DATA
The Customer’s Data shall be and shall remain the property of the Customer. Bees and Pollen undertakes not to directly or indirectly transfer the Customer’s Data. Bees and Pollen has the right to retain anonymous data derived from data including the Customer Data and this right shall survive the termination of this agreement

INTELLECTUAL PROPERTY RIGHTS
Bees and Pollen (or its licensors) are the exclusive holders of all rights in and to the Service, the API and all elements and parts thereof. Notwithstanding anything contrary in this Agreement, all rights, title and interest, including any and all intellectual property rights such as copyright, trademarks, patents, know-how and any other rights, in and related to the Service, the API and thereto connected software and technology, any written material thereof and all concepts and ideas related thereto and any adaptations, modifications and derivative works thereof, including, without limitation, any elements provided by the Customer as a result of its feedback in connection with the Agreement, if any, are, and shall at all times remain, the sole and exclusive property of Bees and Pollen.
The Customer shall not be entitled to make any changes to the Service (including the API, software and technology) or any parts thereof.

INDEMNIFICATION
YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS BEES AND POLLEN ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL DEMANDS, LIABILITIES, LOSSES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY'S FEES, ARISING OUT OF (A) YOUR USE OF THE SERVICE, (B) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT BASED ON INFORMATION, DATA OR CONTENT YOU SUBMITTED IN CONNECTION WITH THE SERVICE, (C) ANY FRAUD OR MANIPULATION, OR OTHER BREACH OF THIS AGREEMENT, BY YOU, OR (D) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST US ARISING OUT OF YOUR USE OF THE SERVICE OR THE SITE. BEES AND POLLEN RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

WARRANTIES
By using the Service and in appointing Bees and Pollen as the Customer agent, the Customer represent and warrant that the Customer Data provided to the Service is compliant with the provisions of the Facebook Terms of Service and that the Customer Data is collected from end-users that have agreed to the Facebook Terms of Service.

TERMINATION
Either party to the Agreement may terminate it at any time and for any reason, subject to the terms in the order form acknowledged by Customer and Bees and Pollen.
Upon termination of the Agreement for any cause (i) the Customer shall immediately discontinue any and all use of the Service (including thereto connected software and API); and (ii) both Parties shall return to the other Party all materials and equipment of the other Party.

CONFIDENTIAL INFORMATION
Each of us agrees not to use the other's Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other's Confidential Information to any third person except as follows: (i) to our respective service providers, agents, and representatives, provided that such service providers, agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in these General Terms and Conditions. (ii) to law enforcement or government agency if required by a subpoena or other compulsory legal process, or if either of us believes, in good faith, that the other's conduct may violate applicable criminal law as required by law; or (iii) in response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law forbids such notice.

FORCE MAJEURE
Neither of the Parties shall be liable for any failure or delay in performance hereunder due to any cause beyond its reasonable control which cause occur after the date of Customer’s registration and were not reasonably foreseeable at that time including, but not limited to, war, fire, governmental acts, natural disasters, epidemics and strike or lock-out. In case the performance of its obligations hereunder becomes impossible or delays due to any cause mentioned above, the Party so affected shall immediately notify the other Party of the occurrence of such cause and use its best efforts to remove or overcome such cause of non-performance.
In the event that such non-performance by either Party continues for the period longer than three (3) months, either Party shall have the right to terminate the agreement between the Parties with immediate effect without any liability towards the other Party.

GOVERNING LAW AND JURISDICTION
These Terms of Service shall be construed in accordance with the laws of the State of Israel, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
This Terms of Service and any operating rules for the Service established by Bees and Pollen are governed by the laws of the state of Israel, without regard to the conflict of laws thereof. Each of the parties hereto irrevocably submits to the jurisdiction of the competent courts in the district of Tel Aviv - Jaffa.

FINAL PROVISIONS

Notices
All notices and communications under this Agreement shall be in writing and sent to the recipient by hand, prepaid post (express courier) email or facsimile.
Without limiting any other means by which a Party may be able to prove that a notice has been received by another Party, a notice will be deemed to be duly received:
(i) if delivered by hand, when left at the address of the recipient, receipt confirmed;
(ii) if sent by pre-paid registered post, five business days (if posted within one country to an address in the same country) or 10 business days (if posted from one country to another) after the date of posting;
(iii) if sent by email, on the business day when receipt by the sender of an acknowledgement that the email was received by the recipient was sent; or
(iv) if sent by facsimile, on the business day when receipt by the sender of an acknowledgement or transmission report generated by the machine from which the facsimile was sent, indicating that the facsimile was sent in its entirety to the recipient’s facsimile number.
However, if a notice is received on a day which is not a business day, or is received after 5.00 pm on any business day, that notice will be deemed to be duly received at 9.00 am on the first business day after that day.

Entire Agreement
The Conditions contains the entire agreement between the Parties and supersedes all oral statements and prior writings relating to the subject matter hereof.

Amendments
Bees and Pollen is entitled to amend these Conditions and any other instructions included in the Service after informing of the amendments in the Service in good time before the amendments take effect. A Customer who does not approve any amendment of terms must cease using the Service.

No Waiver
Failure by any Party at any time or times to require performance of any provision of the Conditions shall in no manner affect its right to enforce the same, and waiver by any Party of any breach of any provision of the Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.

Assignment
The Conditions may be assigned by Bees and Pollen and will inure to the benefit of Bees and Pollen, its successors and assigns.

Headings
The descriptive headings of the Agreement are inserted for convenience only and do not constitute a part of the Agreement.