Terms of Service – Mobile Application

Terms and Conditions:

THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE (THESE “TERMS”) GOVERN YOUR USE OF THE BRINGG DELIVERY TECHNOLOGIES LTD. AND ITS AFFILIATES (COLLECTIVELY, “BRINGG”) MOBILE APPLICATION THAT YOU DOWNLOADED TO YOUR MOBILE DEVICE (THE “APPLICATION”). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE APPLICATION. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR INSTALLING OR USING THE APPLICATION, YOU ARE IRREVOCABLY CONSENTING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, REFRAIN FROM USING THE SERVICES.

1. Use of Services.

   Subject to your compliance with these Terms, Bringg agrees to make available to you all or some of the services offered by the Application (the “Services”), during the term of these Terms. The Application and Services are being made available to you since your employer or entity to whom you provide services (the “Bringg Customer”) subscribed to certain Bringg Services or sublicensed certain Bringg Services from or via an entity that subscribed to certain Bringg Services (the “Superuser”). The Application and Services may only be used by you in connection with your employment with or provision of services to the Bringg Customer and within the scope of services subscribed for by the Bringg Customer and/or the Superuser from Bringg.

2. Other Rights and Limitations.

   You may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the software underlying the Services and Application (the “Software”), or extract or attempt to extract source code from the object code of the Software or create any derivative works of the Software. You may not make any commercial use of the Services, Application or the Software, whether or not for consideration, other than as expressly permitted in Section 1 above.

3. Your Account.

   When you download or activate the Application you may be required to create a Bringg account. In order to create an account, you will be required to insert certain details such as your email address, user name, password, telephone number, home address and office address. Each account is personal and is not transferable. By creating an account, you represent and warrant to Bringg that you have provided accurate, complete and updated account information. Failure to do so shall constitute a breach of these Terms which may result, inter alia, in immediate termination of these Terms and the Services. You are responsible for maintaining the confidentiality of your account, and user name and password, and you agree to accept responsibility for all activities that occur under your account. YOU AGREE THAT YOU WILL NOT GIVE YOUR ACCOUNT INFORMATION TO, OR SHARE YOUR ACCOUNT LOG-IN INFORMATION WITH, ANY THIRD PARTIES, WHETHER OR NOT EMPLOYED BY THE BRINGG CUSTOMER (YOUR EMPLOYER OR THE ENTITY TO WHOM YOU PROVIDE SERVICES).

4. Your Location.

   In order for the Services to function, you must permit Bringg and the Application to have access to the location functionality of your mobile device. Bringg will have access to information regarding your location whenever the Bringg application is running on your mobile device and may store such information or a portion thereof. In addition, information regarding your location will be provided to the Superuser and the Bringg Customer who employs you or to whom you provide services.

5. Internet Connection.

   In order for the Services to function, your mobile device must be connected to the internet. You are responsible for the availability and cost of an internet connection for your mobile device on which you have downloaded the Application. The Services will not be available if your mobile device is not connected to the internet for whatever reason.

6. Third Party Services.

   The Services may allow for third parties, including the Superuser and the Bringg Customer who employs you or to whom you provide services, to offer products or services through the Services (“Third Party Services”). Such third party shall be solely and exclusively liable for the performance of the Third Party Services and none of Bringg, the Superuser or the Bringg Customer will have any liability or obligations of any nature in connection with the Third Party Services.

7. Support.

   Bringg will not provide you with any support for the Application or the Services. Bringg only provides support to the Superuser and/or to the Bringg Customer who employs you or to whom you provide services in accordance with terms agreed with them. If you require support for the Application or the Services please contact the Bringg Customer who employs you or to whom you provide services.

8. Proprietary Rights; Confidentiality.

   You acknowledge and agree that the Application, Services and Software are proprietary products of Bringg and its licensors, protected under patents, copyright laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the Application, Services and Software, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, non-recurring engineering (NRE), customization and integration work product, customer feedback, suggestions and white-label branded applications, are and shall remain the sole and exclusive property of Bringg and its licensors. These Terms and the rights granted hereunder do not convey to you any interest in or to the Application or Software. You shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to, embedded, contained or included in the Software or Services or any material provided by Bringg.

9. Modification of Services.

   Bringg may add features or functionality or improve or change or modify the Services at any time at its sole discretion.

10. Privacy Policy.

    Bringg’s current Privacy Policy is available at https://bringg.com/platform-privacy-policy and is incorporated herein by reference. Bringg may change its Privacy Policy from time to time and such changes are effective as set forth in the Privacy Policy. In addition, you shall be bound by any requirements of the Bringg Customer related to your employment or contractual relationship with the Bringg Customer, and you are required to abide by any such requirements, as same may be changed at any time by your employer or the entity to whom you provide services.

11. Term and Termination.

    These Terms are effective upon your clicking the “ACCEPT” button, and/or installing or using the Application, and shall continue until terminated. Bringg may terminate these Terms with immediate effect at any time upon the giving of written notice in case of any breach by you of these Terms or any other agreement between Bringg and you that has not been cured within 15 days following a written notice thereof from Bringg. These Terms will automatically terminate at such time as the Superuser or the Bringg Customer who employs you or to whom you provide services, as applicable, no longer subscribes to the Services, or at such time as you are no longer employed by or provide services to any such entity. Upon termination of these Terms for any reason, you will no longer have any rights to use the Application or Services and Bringg will discontinue all access. All provisions hereof that by their nature should survive termination of these Terms shall survive termination of these Terms.

12. Advertisements.

    Bringg may integrate commercials and advertisements, in the Services. All the information contained in such commercials and advertisements belong solely to Bringg or its advertisers and Bringg makes no warranties or representations as to such advertisements, whether or not Bringg has control over such advertisements. If you link or connect through any such advertisement to any third party website, neither Bringg nor the Superuser or the Bringg Customer will have any responsibility or liability for the content of any such third party website, and your rights and terms of service (including the terms of any applicable privacy policy) for any such website will be those provided by the advertiser or operator of such third party website.

13. Use Restrictions.

    The following restrictions apply to your use of the Services. Failure to comply with such restrictions will constitute a breach of these Terms: (a) you may not create a browser, frame, border environment or GUI around the Services application or website; (b) you may not actually or seek to interfere with or disrupt the operation of the Services; (c) you may not actually or seek to interfere with or violate other users’ rights to privacy and other rights, or harvest or collect data and information about users or the Superuser’s or Bringg Customer’s customers, without the express consent of such users and the Superuser or Bringg Customer, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other automatic device or process to access the Services applications, websites, servers or databases and/or retrieve index and/or data-mine information; (d) you may not actually or seek to impersonate any person or entity or provide false or misleading personal information; (e) you may not transmit or otherwise make available through or in connection with the Services any virus, “worm”, “Trojan Horse”, “time bomb”, “web bug”, spyware, or any other computer code, file, application or program that is malicious by nature or defective, and may, or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (f) you may not use the Services for any illegal, unlawful or unauthorized purposes; and (g) you may not access any Service in order to build a competitive product or service.

14. Warranty Disclaimer.

    BRINGG HAS PROVIDED WARRANTIES OF FUNCTIONALITY OF THE SERVICES AND APPLICATIONS TO THE SUPERUSER AND/OR BRINGG CUSTOMER, AS APPLICABLE, THAT EMPLOYS YOU OR TO WHOM YOU PROVIDE SERVICES. YOU ARE NOT A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES. NEITHER BRINGG NOR THE SUPERUSER OR BRINGG CUSTOMER MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER TO YOU AND YOU BEAR THE SOLE RISK OF USING THE APPLICATION AND SERVICES. THE APPLICATION AND SERVICES AND SOFTWARE ARE MADE AVAILABLE TO YOU “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION WHATSOEVER, EXPRESS OR IMPLIED. NEITHER BRINGG NOR THE SUPERUSER OR BRINGG CUSTOMER REPRESENTS OR WARRANTS THAT THE APPLICATION, SERVICES AND SOFTWARE SHALL BE ERROR-FREE, THAT THEY SHALL OPERATE UNINTERRUPTED OR THAT THEY SHALL MEET YOUR REQUIREMENTS OR ANY PERFORMANCE CRITERIA. MOREOVER BRINGG DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. Some States do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply.

15. Limitation of Liability.

    NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BRINGG’S CUMULATIVE LIABILITY TO YOU FOR ANY LOSS, COST OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS AND/OR USE OF THE APPLICATION AND/OR SERVICES AND/OR SOFTWARE SHALL NOT EXCEED THE GREATER OF $10.00 OR THE TOTAL FEES ACTUALLY PAID BY YOU HEREUNDER DURING THE ONE-YEAR PERIOD PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE ALLEGED LIABILITY. IN NO EVENT SHALL BRINGG, THE SUPERUSER OR THE BRINGG CUSTOMER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST DATA OR LOST PROFITS, EVEN IF BRINGG OR ANY OTHER ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply.

16. Third Party Products and Services; Restrictions and Limitations on Use While Driving.

    The Services may incorporate or rely on third party products and/or services, including without limitation, maps, SMS and other Emessaging services, information regarding traffic and road conditions, driving directions, and the GPS and internet functionality in your mobile device. Neither Bringg, the Superuser or the Bringg Customer makes any representations regarding, and disclaims any responsibility or liability for, the accuracy, reliability or availability of such third party products and/or services and any information provided by the Application or Services in reliance thereon and any decisions made by you based on such information. When driving you must pay attention to your surroundings. Any maps or routing information do not replace your actual surroundings, driving conditions, traffic signs, traffic lights and other traffic instructions. You must be aware of your surroundings at all times and use all relevant information in making any driving and routing decisions, which shall be your sole responsibility.

    WARNING — THE APPLICATION SHOULD NOT BE USED AT ANY TIME YOU ARE DRIVING WHERE DISTRACTION MAY CAUSE OR CONTRIBUTE TO ANY ACCIDENT, AND IN ALL CASES THE APPLICATION SHOULD NOT BE USED WHERE SUCH USE WOULD VIOLATE ANY TRAFFIC OR OTHER LAWS PERTAINING TO USE OF ANY MOBILE DEVICE WHILE DRIVING.

17. Critical Conditions.

    THE SOFTWARE, APPLICATION AND SERVICES ARE NOT INTENDED OR LICENSED FOR AND BRINGG SPECIFICALLY DISCLAIMS LIABILITY FOR USE OF THIS SOFTWARE OR SERVICES IN CRITICAL CONTROL, ON-LINE CONTROL EQUIPMENT, HAZARDOUS, HIGH RISK OR FAIL-SAFE ACTIVITY SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, EMERGENCY MEDICAL RESPONDERS, AIRCRAFT NAVIGATION, COMMUNICATION, OR CONTROL SYSTEMS, WEAPONS SYSTEMS, OR OTHER USES IN WHICH FAILURE OF THE SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

18. Allocation of Risks.

    The limited warranties, warranty disclaimers, exclusive remedies and limited liability provisions set forth herein are fundamental elements of these Terms and the Services provided hereunder, and allocate risk under these Terms between you and Bringg in light of the fact that you have not paid any fees or consideration to Bringg for use of the Application or Services.

19. Third Party Software.

    The Services and Software may use or include third party software, files and components that are subject to open source and/or third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services and Software is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto, including as detailed in Bringg’s user guide at http://more.bringg.com/user-guide. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Under no circumstances shall the Services or Software or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.

20. Governing Law and Jurisdiction.

    These Terms shall be construed and governed in accordance with the laws of the State of Israel, regardless of its conflict of laws rules, and the competent federal or state courts located in Tel Aviv, Israel shall have sole and exclusive jurisdiction over any dispute under these Terms or otherwise related to the Services.

21. Notices.

    All notices to be sent to you by Bringg under these Terms or for any purpose relating to these Terms will be sent to the email address you provided when subscribing to the Services, and all notices delivered as aforesaid will be deemed received one day after they are sent. Communications to you related to the use of the Services and the Application, or modification of these Terms, also may be sent or delivered to you in accordance with Section 25 below.

22. Assignment.

    You may not assign, sublicense or make available to any other person or entity, these Terms, or any rights or obligation hereunder, or the Application or Services or any part thereof, in whole or in part without the prior written consent of Bringg and the applicable Superuser or Bringg Customer, and any attempt by you to so assign, sublicense or make available shall be deemed null and void. Bringg may freely transfer and assign its rights and obligations hereunder to an affiliate or to a third party that acquires all or substantially all of the assets subject to these Terms or securities of Bringg or any entity into which Bringg shall merge or any affiliate thereof.

23. Modification or Amendment.

    Bringg may modify or amend these Terms and/or the Application and/or the Services at any time, by providing notice via the Application or the application store from which you downloaded the Application. You will be deemed to have agreed to any such modification or amendment by your decision to continue using the Application or Services.

24. Force Majeure.

    Neither party shall be liable for any costs or damages due to nonperformance under these Terms, arising out of any cause or event not within the reasonable control of such party and without its fault or negligence, such as an act of God, act of war, labor disputes, reason of fire, floods, failure of the internet or any network used to access or provide the Services, failure of service attack, or inability to obtain necessary materials or services from suppliers if no equipment sources for such suppliers or services are readily available.

25. Consents.

    Bringg, the Superuser, the Bringg Customer and third parties who use or may benefit from the use of the Application may send communications to you through the Application, email or your mobile device, including, but not necessarily limited to: push notifications, local client notifications, text messages, picture messages, alerts, emails, or any other type of message sent to you through the Application. You consent to receiving these communications, and you agree that you shall bear sole responsibility for any and all fees that may be charged by your third-party wireless service provider for any data, text messaging, or any other wireless messages generated by the Application, in addition to any fees that may be related to downloading or using the Application. If you do not want to receive such communications, you should not accept these Terms by using the Application, or if you have already accepted, you should discontinue any use of the Application. You cannot use the Application or obtain the benefit of the Services without consenting to these Terms and agreeing to receive such communications. Please contact your service provider to obtain more information regarding fees as they pertain to push notifications.

26. Chat Communications (Optional)

    The Application offers an optional chat functionality powered by a third-party provider (currently, Sendbird), to facilitate the stream of communication between you and Bringg Customer’s users (e.g.: dispatchers), such as conversations, chat room, comment thread, voice & video call, in connection with the fulfillment of delivery by you to Bringg Customer’s customer. If you elect to use the chat functionality, certain personal information may be shared with Bringg and the third-party provider, either directly by you or automatically. Such information may include any personal information contained in a communication content (e.g.: your name, voice recording, and video call); traffic data about the routing and your location; duration or timing of a message; and identifier used in setting up and sending messages. You consent to share any such personal information in the course of using the chat functionality and to the processing thereof by the third-party provider, and you bear the sole risk associated with such use. If you do not agree to such use of your personal information you should refrain from using the chat functionality, or if you have already started using it, you should discontinue any use of the chat functionality.

27. Violation of Terms.

    Violation by you of these Terms may cause your employer, or the entity to whom you provide services, to be in breach of its agreement with Bringg. Accordingly, your violation of these Terms is a breach of your duties to your employer or to such entity, and you may be subject to discipline or loss of your employment or termination of your services relationship because of any such violation.

28. Miscellaneous.

    Should any term of these Terms be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, which shall be interpreted so as to give maximum effect to the intention of the void or unenforceable term. These Terms together with the Privacy Policy represent the entire agreement between you and Bringg with respect to the subject matter hereof and supersede any prior proposal, representation, or understanding between the parties. You are NOT a third party beneficiary of any agreements between Bringg and the Superuser and/or Bringg Customer who employs you or to whom you provide services. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Titles used in these Terms are for purposes of convenience of reference only and shall not be considered in constructing these Terms. The Superuse and Bring Customer are third party beneficiaries of this agreement.

ADDITIONAL TERMS FOR IPHONE AND IPAD USERS:

You acknowledge and agree that these Terms are solely between you and Bringg, not Apple, and that Apple has no responsibility for the Application, Services or Software or content thereof. Your use of the Application, Services and Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application, Services and Software. In the event of any failure of the Application, Services and Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Application to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, Services and Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Bringg as provider of the Application, Services and Software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Application, Services and Software or your possession and/or use of the Application, Services and Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Application, Services and Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Bringg as provider of the Application, Services and Software. You acknowledge that, in the event of any third party claim that the Application, Services and Software or your possession and use of that Application, Services and Software infringes that third party’s intellectual property rights, Bringg, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) that you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.

ADDITIONAL TERMS FOR USE OF GOOGLE MAPS:

The Services include Google Maps services. In using such services, You must comply with the then-current terms at the URLs listed below:

(A) the Google Maps / Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps.html;
(B) the Google Maps / Google Earth Legal Notices at https://maps.google.com/help/legalnotices_maps.html; and
(C) such service’s Acceptable Use Policy at https://enterprise.google.com/maps/terms/universal_aup.html.

ADDITIONAL TERMS FOR USE OF TWILIO MESSAGING SERVICES:

The Services include Twilio messaging services. In using such services, You must comply with the then-current terms at the URLs listed below:

(A) the Twilio’s Messaging Policy at https://www.twilio.com/legal/messaging-policy;
(B) the Twilio Service and Country Specific Requirements at https://www.twilio.com/legal/service-country-specific-terms#country-specific-requirements; and
(C) the Twilio’s Acceptable Use Policy at https://www.twilio.com/legal/aup.