Terms of Service Use

Effective date: June 21st, 2022

‍
‍Acceptance of Term

These Terms of Service Use (these “Terms”) are a legally binding agreement between Visitt I.O Ltd. (“Visitt,” “we,” “us”) and users of Visitt's Services (each a “User” or “you”) and shall govern your use of our Services. Further, these Terms should be read in conjunction with Visitt's Privacy Policy which constitute an integral part of these Terms. By accessing or using Visitt's Services (the “Services”) you agree that you have read, understood, accepted and agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services, as the use of which is subject to the provisions of these Terms.

You may not use the Services and may not accept these Terms if you are a person barred from receiving the Services under the laws of the country in which you are resident or from which you use the Services, including if you are under the legal age of adulthood in the jurisdiction applicable to your use of the Services.

Capitalized terms used and not otherwise defined herein, shall have the respective meanings ascribed to them under the Price Proposal executed between yourself and Visitt.

Description of Service

Visitt’s Services are a digital cloud-based facility management platform, designed to control efficiently facility metrics and data via a convenient dashboard (the “Platform”).

Term of Service  

The term upon which the Services shall be provided to you (the “Services Term”) shall commence upon the date you have agreed with Visitt in writing that it shall so commence.
Unless earlier terminated as set forth below these Services Terms shall remain in effect through the end of the term of the agreement as applicable (“Term”).

Account Information

You should maintain the confidentiality of your login information (including usernames and passwords).
Do not share your user/enterprise account or login information, nor let anyone else access it or do anything else that might jeopardize the security of your account.
In the event you become aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of your login information or unauthorized access to your account, you must immediately notify us and modify your login information.
You shall be responsible for all uses in your account and actions taken through it.

Privacy and Security

Personal data shall be defined herein as any data that identifies or makes a natural person identifiable that is provided to Visitt in the course of the Service (“Personal Data”) As a part of accessing or using the Services, we may collect, access, use and share certain Personal Data from, and/or about you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.

By using the Services, you also accept our Data Processing Addendum (DPA), which governs the Processing of Personal Data (as both terms are defined in the DPA) on your behalf, where such Personal Data is subject to the General Data Protection Regulation 2016/679 (the “GDPR”).

Visitt shall implement security measures for the security of the Personal Data provided to Visitt in the course of the provision of the Service, and that if any risk of compromising the security of the Personal Data will arise, it shall notify you in accordance with DPA.

Payments

Your access and use of the Services are subject to the timely payment of all applicable fees you have agreed to upon signing an agreement with the Company for Services.

You shall be exclusively responsible for and shall pay all taxes, duties or levies of any kind relating to the Services you have ordered. All rates are subject to change with such change taking effect at the beginning of your next subscription period.

Any payments by User that are not paid on or before the date such payments are due under the agreement signed between the parties shall bear interest of one percent (1%) per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly.

Visitt will use the payment details only for the purposes of which they were supplied. Visitt shall take reasonable steps to ensure that the details of the payment are kept safely, though will not bear any liability for damage or loss caused to the User due to unauthorized access to the payment details provided by the User.

Payment is safely processed through a third party payment processor (a "Payment Processor") and then paid to Visitt. In the event of credit card fraud or unauthorized use of your account(s) by third parties, most banks and credit card companies bear the risk and cover all the charges resulting from such fraud or misuse, which may sometimes be subject to a deductible, but we cannot assure that. In addition, you agree: (i) that the services of Payment Processors may be used to process transactions; (ii) to review and be bound by the Payment Processor's terms of use and privacy policy; (iii) to only provide valid and current information for yourself; and (iv) that all payments made are final and non-refundable. You acknowledge that you may need to hold, or register, an active account with the Payment Processor. We are not responsible or liable for any activities or conduct of a Payment Processor, and you agree that you shall have no claim, suit or demand of any kind, and by agreeing to these Terms, hereby irrevocably and completely waive any such claim, suit or demand of any kind, to the extent such may exist or hereafter arise, towards us and any of our managers, directors, officers, shareholders, partners, affiliates, employees, consultants, service providers and/or any other person or entity acting on our behalf, in connection with or related to the conduct or any act or omission of a Payment Processor.

User Content  and Data

Without derogating from the aforesaid in the personal data and privacy section above, you represent and warrant that you have and will continue to have all required rights to transmit/upload/send/receive otherwise use any content (whether data, text, or any other content) transmitted/uploaded/sent/received/otherwise used by you through the Services (the “User Content”). 

It is clarified that Visitt will not be under any circumstances responsible or liable for any User Content, or any loss or damage incurred in connection thereto.

User hereby grants Visitt with a non-exclusive, non-sublicensable, non-transferable, royalty-free, irrevocable, limited license to copy, store, process, edit, create derivative work of, and otherwise use the User Content (a) for the performance of the Services and/or to otherwise perform under this Agreement, and (b) to evaluate and improve Visitt’s products and technology (the "Data License"). User represents and warrants that it has obtained, and will maintain, all consents, permissions, and licenses necessary for granting the Data License, and that the User Content will not violate any third party's privacy right. 

User acknowledges and agrees that Visitt has no obligation to review any of the contents of User Content for their accuracy or completeness, or for their potential violation of any third party rights, and/or to check or monitor any such contents for any of the foregoing before or during any transference thereof, and User further acknowledges and agrees that User bears entire responsibility and liability in connection with such contents and/or their display.

Rules of Conduct and Usage

You shall use the Services lawfully, for only legal purposes, in compliance with all applicable laws and regulations.

Without derogating from the generality of the forgoing, in connection with the Services you shall not:

• promote, host, upload, post, transmit or display or otherwise disseminate any indecent, obscene or illegal material, terrorism activity, vulgar, defamatory, libelous, gambling related, discriminatory, pornographic, or any other offensive content, through or in connection with the Services.
• use or apply in connection with the Services any spyware or other malicious programs. Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, corrupted files or data, or any other similar software or programs that may damage the operation of the Services or the systems of other users of the Services;
• incorporate any materials that infringe or assists others to infringe on any copyright, trademark, patent, trade secret or other intellectual property rights or otherwise act in any manner that infringes any other right of any party (including rights of privacy or publicity);
• copy, disassemble, reverse engineer or decompile, modify, enhance or alter any part of the Services or attempt to discover any source code or underlying ideas or algorithms of the Services;
• Advertise, solicit or transmit any commercial advertisements, including chain letters, junk email, repetitive messages (like spam), or any unsolicited mass distribution of email, to anyone.
• create false personas, multiple identities, multiple user accounts, set up an account on behalf of someone other than yourself, or otherwise defraud or impersonate;
• engage in any action or practice that reflects poorly on Visitt or otherwise disparages or devalues Visitt's reputation or goodwill;
• violate any applicable laws or regulations, or encourage or promote any illegal activity;
• User will not and will not allow, permit any third party to provide, lease, rent, lend, sub-license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Services and/or the Platform for the benefit of any third party.

The Services are provided for use by you only. You are prohibited from reselling, distributing, or providing the Services, or access to any portion thereof, to any third party. The right granted to you to use the Services during the Services Term subject to these Terms is non-assignable, non-transferable and non-exclusive.

You also represent and warrant to that:

• You and each permitted user under the account are above the legal age of adulthood in the jurisdiction applicable to your use of the Services.
• you have the power and authority to enter into and perform your obligations under these Terms.
• all information provided by you to Visitt is truthful, accurate and complete, and you will notify Visitt promptly of any changes in such information.

Intellectual Property Ownership

You acknowledge and agree that:

Visitt retains all rights, title and interest in the Services, the Platform provided and materials related thereto or any copies thereof, including, but not limited to, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, their selection and arrangement, copyrights, patents, trademarks, tradenames, service marks, branding features, business names, logos, slogans and other intellectual property rights used or embodied in or in connection with the Services and/or the Platform are and shall at all times remain the sole and exclusive property of Visitt (collectively, “Service Materials”).

Further, it is hereby agreed that any and all inventions, developments, source codes, improvements, mask works, trade secrets, modifications, discoveries, concepts, ideas and/or designs, including any derivative works and modifications and any proprietary information, whether or not patentable or otherwise protectable, and all intellectual property rights associated therewith, which are invented, made, developed, discovered, conceived or created, in whole or in part, independently, or jointly with others, in connection to the Services, the Platform and/or any other confidential or proprietary information of Visitt or which was provided by Visitt to User, shall be the sole and exclusive property of Visitt (collectively, "IP Rights").   

The entire contents of the Services are protected by applicable copyright, trade, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You shall not, nor shall you cause or assist any other party to modify, decompile, disassemble, reverse engineer, otherwise attempt to reconstruct or discover any underlying ideas or any portion of thereof by any means whatsoever, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Services pursuant to these Terms or otherwise exploit any of the Service Materials without Visitt's explicit, prior written consent.

The foregoing shall not apply to your own User Content that you post through the Services in accordance with these Terms. All other uses of copyrighted or trade mark material, including any derivative use, require explicit, prior written consent from Visitt. Any reproduction or redistribution of materials not in accordance with these Terms is explicitly prohibited and may result in the termination of your account as well as severe civil and criminal penalties. Without derogating from the generality of the forgoing, the use of automated systems or software to extract data from this website or application for commercial purposes (scrapping/crawling) is strictly prohibited.

Visitt and/or its licensors and affiliates own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Service Materials. You hereby acknowledge that you do not acquire any ownership rights by using the Services or by accessing any of the Service Materials, or rights to any derivative works thereof.

You are not required to provide Visitt with any feedback or suggestions regarding the Services or any Service Materials. However, should you provide Visitt with comments or suggestions for the modification, correction, improvement or enhancement of the Services and/or any Service Materials, then, subject to the terms and conditions of these Terms, you hereby grant Visitt a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner Visitt chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of Visitt’s and its sublicensees' products, Services and content embodying such comments or suggestions in any manner and via any media Visitt chooses, but without reference to the source of such comments or suggestions.

Confidentiality

The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under the agreement between the parties; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which will in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief. The confidentiality obligations will expire five years from the date of termination or expiration of the agreement between the parties (and with respect to trade secrets- in perpetuity) and will supersede any previous confidentiality undertakings between the parties.

For the purposes hereof, "Confidential Information" means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of the agreement between the parties; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of the agreement between the parties and/or any use of or reference to the Confidential Information.

Disclaimer of Warranty; Limitation of Liability

The Services’ description, specifications and availability are as set forth in the Description of Service above.

Visitt makes significant efforts to ensure maximum availability of the Services. Nevertheless, Visitt cannot assure that the Services will be undisrupted, error-free or available at all times. You agree that from time to time the Service may be inaccessible or inoperable or operate improperly for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance and upgrade procedures; (iii) repairs which Visitt and/or its service providers may undertake; or (iv) any cause beyond the control of Visitt.

Accordingly, the Services are provided on an “AS IS” and “AS AVAILABLE” basis. Visitt shall not be responsible for reliance by User on the Services, such that to the fullest extent permitted by law, Visitt, its affiliates, their officers, directors, employees, licensors and agents disclaim all warranties, explicit or implied, in connection with the Services and Users’ use thereof, including without limitation, implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and availability.

Though Visitt will maintain operational and technological measures and procedures to safeguard against unauthorized access, loss, destruction, theft, use or disclosure of the data transmitted through the Services, it is clarified that no assurance against cyber-attacks and vulnerabilities is provided.

​Under no circumstances shall Visitt or any of the above disclaiming parties be liable to you or any other person for any indirect, incidental, consequential, special or punitive damages (including, but not limited to, lost revenue, lost profits, replacement goods, cost of replacement goods, loss of technology, rights or services, loss of information, or interruption or loss of use of service or equipment) for any matter arising from or relating to these terms or the Services, including, without limitation, (a) your use or inability or access to use the Services, (b) delay, failure, unauthorized access to, or alteration of, any transmission or data, (c) any material or data sent or received or not sent or received, (d) any transaction or agreement entered into through the Services, or (e) any data or material from a third person accessed on or through the Services; all whether such liability is asserted on the basis of contract, tort or otherwise, and even if Visitt is advised of the possibility of such damages. In no event shall the liability of Visitt and its disclaiming parties for direct damages, should your sole and exclusive remedy below be held invalid or void by court of competent jurisdiction, exceed the amount paid by you during the 6 months period preceding the cause of claim. The aforesaid limit shall not be enlarged by the existence of multiple claims.

Your sole and exclusive remedy in the event of any material breach of these Terms by Visitt, or for any other matter arising from or relating to these Terms or the Services, shall be to discontinue use of the Services.

The limitations in this Section ‎shall apply to all claims, damages, losses, costs and expenses howsoever caused and whether for breach of contract, in tort, by way of negligence, strict liability, or otherwise, even if advised of the possibility of such damages and even if such damages were reasonably foreseeable.

You agree to release, defend (at Visitt’s option), indemnify, and hold Visitt, its affiliates, and their personnel,  harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) if you are a service provider, services/products/offerings you offer/provide/sell (ii) your breach of these Terms (or the Privacy Policy referred to herein), (iii) your interaction with any third party you are engaged with and any loss or damage of any kind arising in connection with or as a result of such interaction.

Technical Support  

Technical support will be provided through Visitt. For assistance and more information please contact: info@visitt.io

Reporting Violations

If you come across any content that may violate our Terms, you should report it to us. All cases are reviewed by Visitt. To protect individual privacy, the results of the investigation are not shared.

Notices

Notices to you may be made via the Services and/or email. Visitt may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally through the Services. You agree that all agreements, notices, disclosures and any other communications that Visitt provide as aforementioned satisfy any legal requirement that such communications be in writing. If email notice is provided, not receiving notice due to an invalid e-mail address will neither release you of your obligations under these Terms, nor be deemed a valid excuse for any reason.

Export/Sanctions Regulations

Users hereby undertake to comply with all applicable sanction, embargo and/or export control laws, regulations and policies, as well as all applicable UN sanctions, including any economic sanctions laws and any regulations of the United States of America.

Account Suspension/Termination

User should acknowledge that Visitt may refuse/suspend/block/disable access to the Services or may terminate the User’s account with or without notice for any reason, including, but not limited to, a suspected violation of these Terms applying to the Services, at its sole discretion. As a result of the account suspension/termination User may lose contents available through the Services, and Visitt shall have no responsibility for any consequence of the foregoing. If you have more than one account, Visitt may terminate all your accounts. If you believe that any such action has been taken against your account in error, please contact us at: info@visitt.io. You further agree that Visitt may take further actions as to ensure User compliance with these Terms, including, but not limited to IP address blocking. 

Upon termination all rights granted to you in these Terms will immediately cease.

Modification

Visitt may make, from time to time, modifications, additions and/or upgrades to the Services, and these Terms shall apply to any such modifications, additions and/or upgrades that Visitt may make available to you under the terms herein. In case of an adverse modification and/or addition to the Services Visitt shall notify you (whether by notice published at www.visitt.io, or by notice published through the Service, or by email to you of the change and such an adverse change (if any) shall only apply from the moment of the aforesaid notification and on, i.e. shall not apply retroactively.

Publicity

Visitt may issue publicity or general marketing communications concerning its involvement with the User.

Force Majeure

Visitt  shall not be liable for any failure due to causes beyond its reasonable control including, but not limited to, natural or artificial disaster, riot, war, strike, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, pandemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or products through its regular sources, which shall be considered as an event of force majeure excusing Visitt from performance and barring remedies for non-performance. In an event of force majeure condition, Visitt’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Visitt to any liability or penalty. Visitt may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to User.

General

By using or visiting the Services, you agree that only the laws of Israel, without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and Visitt. Any claim or dispute between you and Visitt that arises in whole or in part from your use of the Services shall be decided solely and exclusively by a court of competent jurisdiction located in Tel-Aviv, Israel, to the express exclusion of any other courts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenient with respect to venue and jurisdiction in the courts of Tel Aviv, Israel.