BRINGG – TERMS OF SERVICE

PRE-RELEASE SERVICES

Last updated: March 16, 2020

THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE (THESE “TERMS”) GOVERN YOUR USE OF THE SERVICES (AS DEFINED BELOW) MADE AVAILABLE BY BRINGG DELIVERY TECHNOLOGIES LTD. AND ITS AFFILIATES (COLLECTIVELY, “BRINGG”). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR SUBSCRIBING FOR OR USING THE SERVICES, WHETHER OR NOT FOR A FEE, 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.

YOUR CONSENT TO BE BOUND BY THESE TERMS IS BOTH ON YOUR OWN BEHALF AND ON BEHALF OF ANY CORPORATE ENTITY THAT EMPLOYS YOU OR WHICH YOU REPRESENT, AND THE TERMS “YOU” OR “CUSTOMER” AS USED HEREIN WILL BE DEEMED TO REFER TO BOTH YOU AND YOUR EMPLOYER, JOINTLY AND SEVERALLY. IF YOU ARE AN EMPLOYEE, CONTRACTOR OR OTHERWISE USING OR SUBSCRIBING TO THE SERVICES BY OR ON BEHALF OF A CORPORATE ENTITY, ORGANIZATION OR ANY OTHER THIRD PARTY ENTITY, YOU REPRESENT AND WARRANT TO BRINGG THAT: (A) YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION; (B) YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF SUCH ENTITY; AND (C) SUCH ENTITY SHALL BE IRREVOCABLY BOUND BY AND SHALL COMPLY WITH THESE TERMS.

1.     Services
1.1    Use of Services. Subject to payment of any applicable fees and compliance with these Terms, Bringg (i) agrees to make available to you, your Mobile Personnel (as defined below) and your End Customers (as described below), during the term of these Terms, Bringg’s web and mobile based applications to which you subscribed (collectively, the “Services”), and (ii) grants to you, your Mobile Personnel and End Customers a personal, non-exclusive, non-transferable license to use the Services and the software underlying the Services (the “Software”), under the terms and conditions set forth in the Terms and any documentation made available to you by Bringg (the “License”). The Services and License may be used only in the territory agreed during the registration process.
1.2    Other Rights and Limitations. Other than the rights expressly licensed hereunder, no other rights or interests whatsoever in the Software and/or Services are transferred or granted to Customer or any affiliate thereof. Customer 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, or extract or attempt to extract source code from the object code of the Software or create derivative works of the Software. Customer may not make any commercial use of the Services or the Software, whether or not for consideration, other than for Customer’s own internal business purposes.
1.3    Administrator Account. When Customer subscribes to the Services, Customer will be required to create one or more administrator accounts (each an “Administrator Account”) that provides certain administrative functions made available by the Services such as the ability to track Customer’s mobile workforce. When Customer creates an Administrator Account, Customer will be required to insert certain details such as Customer’s email address, user name, password, telephone number and office address. Each such account is personal and is not transferable. By creating an account, Customer represents and warrants to Bringg that Customer has provided accurate, complete and updated account information. Customer is responsible for maintaining the confidentiality of Customer’s account, and user name and password, and Customer agree to accept responsibility for all activities that occur under Customer’s account.
1.4    Mobile Personnel. The Services enable Customer to add members of Customer’s mobile workforce to the Services (each, a “Mobile Personnel”). When adding Mobile Personnel to the Services, Customer must provide Mobile Personnel’s telephone number, following which a link will be sent to such Mobile Personnel by SMS, email or other communication means through which the Mobile Personnel will be able to download the Bringg mobile application to his or her mobile device.
CUSTOMER REPRESENTS AND WARRANTS TO BRINGG THAT IT SHALL RECEIVE ALL CONSENTS REQUIRED UNDER APPLICABLE LAW FROM THE MOBILE PERSONNEL FOR BRINGG TO SEND AN SMS, EMAIL OR OTHER COMMUNICATION MEANS AS AFORESAID TO THE MOBILE PERSONNEL.
Installation of the Bringg mobile application on a Mobile Personnel’s mobile device is subject to the Mobile Personnel agreeing to comply with the terms and conditions and/or end-user agreement embedded in the Bringg application and permitting Bringg access to the location functionality of the Mobile Personnel’s mobile device. Customer will be fully responsible for compliance by Customer’s Mobile Personnel with such terms and conditions and/or end-user agreement. Bringg will have access to information regarding the Mobile Personnel’s location whenever the Bringg application is running on their respective mobile device and may store such information or a portion thereof. Each Mobile Personnel is responsible for the availability and cost of an internet connection for his or her mobile device that he or she uses to access the Services. The Services will not be available for or in respect of a Mobile Personnel whose mobile device is not connected to the internet for whatever reason.

Bringg also permit Customer to use certain third party delivery services with the Services (each, an “External Carrier”). When External Carrier delivery personnel are fulfilling their services to Customer, such delivery personnel will be considered Mobile Personnel and the provisions of these Terms applicable to Mobile Personnel shall apply to such delivery personnel, mutatis mutandis. Customer instructs Bringg to provide Customer Data (as defined below) to each of its External Carriers in connection with Bringg’s provision of the Services. Bringg will not be responsible for any act or omission of the External Carrier and/or the performance or functionality of any External Carrier services or software.
1.5    End Customers. The Services may enable Customer to add Customer’s customers to the Services (“End Customers”). When adding one of End Customers to the Services, Customer must provide his or her mobile telephone number and/or email address, following which a link will be sent to the End Customer by SMS, email or other communication means through which the End Customer will be able to access a webpage to track the arrival of Customer’s personnel to the End Customer’s location.
CUSTOMER REPRESENTS AND WARRANTS TO BRINGG THAT IT SHALL RECEIVE ALL CONSENTS REQUIRED UNDER APPLICABLE LAW FROM THE END CUSTOMERS FOR BRINGG TO SEND AN SMS, EMAIL OR OTHER COMMUNICATION MEANS AS AFORESAID TO THE END CUSTOMERS.
Bringg may have access to information regarding the End Customers’ location through the Bringg webpage and may store such information or a portion thereof. Each of the End Customers is responsible for the availability and cost of an internet connection for his or her mobile device that he or she uses to access the Services. The Services will not be available for or in respect of End Customers whose mobile device is not connected to the internet for whatever reason.
1.6    Support. Bringg may, but is not required to, provide you with customer support (“Support”). Unless you have entered into a separate written support agreement with Bringg with respect to the Services, Bringg may terminate any Support it provides at any time in its sole discretion.
1.7    Beta Testing. From time to time Bringg may make pre-release software and/or services available to you so that you may evaluate those Services and have an opportunity to provide Bringg with feedback before the Services are made commercially available (“Beta Period”). During the Beta Period, you may be able to use some features or functionality, or have some additional capability, that may be made available for purchase at the end of the Beta Period.  While you are not required to make any purchases at the end of the Beta Period, be advised that you may lose some capabilities that were provided for free during the Beta Period.  Bringg may also choose to limit the capabilities of Services during the Beta Period.

2.     Consideration
2.1    Consideration. In consideration for the provision of Services and the License granted hereunder, Customer will pay to Bringg the applicable fees, if any (the “Consideration”), agreed to by Customer during the registration process or subsequently agreed to by the Parties. It is agreed that all past due amounts under these Terms shall bear interest at the maximum rate permitted by law, beginning with the date on which the applicable amount became due. Further, if Customer is late on payment for the Services, Bringg may suspend the Services and/or terminate the Terms for breach. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Bringg in collecting any delinquent amounts.
2.2    Third Party Fees. Bringg’s prices and fees may not include payments to providers of third party services that are or may be integrated into the Services, such as SMS service providers and credit card payment vendors (“Third Party Fees”). Customer will be solely responsible for payment of all Third Party Fees. In the event that Bringg pays any Third Party Fees on Customer’s behalf, Customer will promptly reimburse Bringg in full within 14 days of Bringg providing Customer with reasonable proof of payment.
2.3    Taxes. All payments under these Terms are of net income. Customer shall bear all value added, state, local, withholding, and other taxes or other charges applicable to the Services and support (but not any taxes based upon Bringg’s gross revenues or net income such as corporate income taxes). Customer will pay any such taxes or charges no later than within thirty (30) days after Customer’s receipt of proper bills or statements from Bringg or the taxing authorities.

3.     TERM; TERMINATION
3.1    Term and Termination. These Terms are effective upon your clicking the “ACCEPT” button, subscribing to the Services and/or using the Services, and shall continue until terminated. Bringg may terminate these Terms with immediate effect at any time, with or without notice, for any reason or no reason. Customer may terminate these Terms with immediate effect at any time, for any reason or no reason, upon written notice to Bringg. Upon termination of these Terms for any reason, the License granted hereunder shall terminate automatically and Bringg shall cease to provide all Services.
3.2    Survival. Termination shall not relieve either party of those obligations which would survive termination, including without limitation Section 2 (CONSIDERATION), this Section 3.2 (SURVIVAL), Section 4 (CONFIDENTIALITY; PROPRIETARY RIGHTS; PRIVACY) and Section 5.3 (LIMITATION OF LIABILITY).

4.     CONFIDENTIALITY; PROPRIETARY RIGHTS; PRIVACY
4.1    Confidentiality. Customer shall not disclose to third parties nor use for any purpose other than for the proper use of the Services any Confidential Information received from Bringg in whatever form under these Terms or in connection with the Services without the prior written permission of Bringg. “Confidential Information” shall mean all data and information, not made available to the general public, oral or written, that relates to Bringg’s past, present, or future research, development or business activities, information relating to services, developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections and the terms and conditions of these Terms and the Services pricing. Customer shall limit access to Confidential Information to those of Customer’s personnel for whom such access is reasonably necessary for the proper use of the Services under these Terms. Such personnel shall be bound by written confidentiality obligations not less restrictive than those provided for herein. Customer shall be responsible for any breach of these Terms by any of Customer’s personnel. Customer shall protect the Confidential Information with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as Customer exercise in protecting Customer’s own proprietary information. The aforementioned limitations shall not apply to Confidential Information which the Customer can demonstrate: (i) was in Customer’s possession prior to disclosure hereunder provided that, immediately upon disclosure, Customer have brought this fact to the attention of Bringg; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) was disclosed by a third party without breach of any obligation of confidentiality; or (iv) is disclosed pursuant to administrative or judicial action, provided that Customer shall use Customer’s best efforts to maintain the confidentiality of the Confidential Information. If only a portion of the Confidential Information falls under any of the above alternatives, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of these Terms.
4.2    Proprietary Rights. Customer acknowledges and agrees that the Services and the Software are proprietary products of Bringg and its licensors, protected under patents, copyright laws and international treaties. Customer further acknowledges and agrees that all right, title and interest in and to the Services and the Software, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, 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 Customer any interest in or to the Software. Customer 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.
4.3    Privacy Policy. Bringg’s current Privacy Policy is available at http://bringg.com/platform-privacy-policy and is incorporated herein by reference (the “Privacy Policy“). Bringg may change its Privacy Policy from time to time and such changes are effective as set forth in the Privacy Policy. Customer’s privacy policy will reference, and include a hyperlink to, Bringg’s privacy policy and will state that all information collected by Bringg regarding Mobile Personnel and the End Customers is subject to Bringg’s privacy policy, as in effect from time to time.
CUSTOMER IS RESPONSIBLE FOR OBTAINING THE REQUIRED CONSENTS UNDER APPLICABLE LAW FROM THE MOBILE PERSONNEL AND END CUSTOMERS FOR THE USE, TRANSFER, PROCESSING AND STORING BY BRINGG OF THEIR DATA IN ACCORDANCE WITH THE PRIVACY POLICY (THE “PRIVACY CONSENTS”).
4.4    Data. As between the parties, Customer shall own the personally identifiable information of its Mobile Personnel and End Customers (the “Customer Data”). Customer hereby grants to Bringg the full right and license to use, process, transfer and store the Customer Data for purposes of providing the Services and as stated in the Privacy Policy. All other information and data relating to the provision, use and performance of the Services and related systems and technologies (including, without limitation, anonymized data derived from the Customer Data) shall be owned by Bringg, and, without limitation, Bringg will be free (during and after the Term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Bringg offerings, and (ii) disclose such information and data solely in aggregate or other de-identified form in connection with its business. To the extent that the EU 2016/679 General Data Protection Regulation (GDPR) applies to the processing by Bringg of Customer Data as part of the Services offered by Bringg hereunder, the terms of the Data Processing Agreement made available to Customer at http://bringg.com/dpa (the “DPA”) are hereby incorporated into these Terms by reference.
4.5    Use Restrictions. The following restrictions apply to Customer’s use of the Services. Failure to comply with such restrictions will constitute a breach of these Terms: (a) Customer may not create a browser, frame, border environment or GUI around the Services application or website; (b) Customer may not actually or seek to interfere with or disrupt the operation of the Services; (c) Customer 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 without their express consent, 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) Customer may not actually or seek to impersonate any person or entity or provide false or misleading personal information; (e) Customer 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) Customer may not use the Services for any illegal, unlawful or unauthorized purposes; (g) Customer may not access any Service in order to build a competitive product or service; and (f) if the Services include content from Google Maps, including map and terrain data, photographic imagery, and traffic data, Customer may use such content only in accordance with the Google Maps APIs Master Terms – Premium Plan as in effect from time to time, currently located at https://enterprise.google.com/maps/terms/amer/premium-maps-terms.html.
4.6    Communications. Customer hereby acknowledges and agrees that Bringg may use the contact details Customer provides to Bringg, for the purpose of informing Customer regarding Services performance, new products, offers, services and features which may interest Customer, and to send to Customer other promotional material, transmitted to the e-mail addresses Customer has provided to Bringg in the registration process or otherwise in connection with the Services. Customer may withdraw its consent by sending a written notice to Bringg by e-mail to the following address: support@bringg.com, or alternatively following the instructions for removing the applicable e-mail address from the mailing list which are available in the e-mail transmitted to Customer. Customer represents and warrants that the foregoing consent is applicable to all Customer personnel e-mail accounts that may be provided to Bringg as aforesaid.

5.     WARRANTY; INDEMNIFICATION; LIMITATION OF LIABILITY
5.1    Disclaimer of Warranty. TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND SOFTWARE ARE BEING MADE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND, AND BRINGG HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES AND SOFTWARE INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT.  Bringg reserves the right to add or remove functionalities or features, limit the Services in any country or suspend or stop the Services altogether.
5.2    Indemnification by Customer. Without derogating from any applicable law, Customer agrees to indemnify and hold harmless Bringg and its employees, officers, directors and agents, from and against all losses, claims, expenses, costs, liabilities and demands resulting from or in connection with (a) Customer’s and/or Customer’s Mobile Personnel’s and/or the End Customers’ use or alleged use of the Services that is not in accordance with these Terms, any applicable agreements with Customer’s Mobile Personnel and the End Customers, and Bringg’s documentation and instructions, (b) breach or alleged breach by Customer and/or Customer’s Mobile Personnel and/or the End Customers of any law, rule or regulation, (c) Customer’s trademarks, and (d) failure by Customer to obtain the Privacy Consents or the consent of any Mobile Personnel or End Customer to receive any SMS, email or other messages as part of the Services.
5.3    Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BRINGG’S CUMULATIVE LIABILITY TO CUSTOMER, CUSTOMER’S MOBILE PERSONNEL, END CUSTOMERS AND ANY THIRD PARTY 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 SERVICES AND/OR SOFTWARE AND/OR MOBILE APPLICATIONS AND/OR SUPPORT SHALL NOT EXCEED THE TOTAL CONSIDERATION ACTUALLY PAID BY CUSTOMER HEREUNDER DURING THE ONE-YEAR PERIOD PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE ALLEGED LIABILITY. IN NO EVENT SHALL BRINGG BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST DATA OR LOST PROFITS, EVEN IF BRINGG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHERE ONE OR MORE OF THESE EXCLUSIONS OR LIMITATIONS OF DAMAGES IS NOT PERMITTED BY APPLICABLE LAWS, BRINGG’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY THOSE LAWS.
5.4    Mobile Personnel Compensation. Customer acknowledges and agrees that the data available via the Services is not intended for determining compensation due to any Mobile Personnel or any third party, and Bringg shall have no liability with respect to any such use.
5.5    Third Party Products and Services. The Services may incorporate or rely on third party products and/or services, including without limitation, maps, SMS and other messaging services, information regarding traffic and road conditions, driving directions, payments and the GPS and internet functionality in Mobile Personnel’s and the End Customers’ mobile devices. Bringg makes no 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 Services in reliance thereon.
5.6    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 Customer and Bringg in light of the fees charged by Bringg for provision of the Services and support.
5.7    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”). Customer’s 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. If there is a conflict between the licensing terms of such Third Party Components and these Terms, 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.

6.     MISCELLANEOUS 
6.1    Publicity. Customer agrees to permit Bringg to publicly reference Customer as a user of the Bringg Services, including usage of Customer’s name and logo incidental to such reference.
6.2    Export Control. The Software and Services and all related technical information, documents and materials are subject to export controls under United States and Israeli law. Customer will (i) comply strictly with all legal requirements established under these controls, and (ii) cooperate fully with Bringg in any official or unofficial audit or inspection that relates to these controls, and (iii) not export or re-export the Software or Services without the appropriate United States, Israeli and/or other applicable governmental licenses or approvals.
6.3    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.
6.4    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 courts of Tel Aviv-Jaffa shall have sole and exclusive jurisdiction over any dispute under these Terms.
6.5    Assignment. Customer may not assign, sublicense or make available to any other person or entity, these Terms, or any rights or obligation hereunder, or the Services or any part thereof, in whole or in part without the prior written consent of Bringg, and any attempt by Customer 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.
6.6    Modification or Amendment.  These Terms may only be modified or amended by a written instrument duly executed by each of the parties. Bringg may add features or functionality or improve or change or modify the Services at any time at its sole discretion. Bringg will not intentionally remove material features or functionality, other than beta or test features or functionality, during the Term.
6.7    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.
6.8    Severability. 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.
6.9    Entire Agreement. These Terms, together with (i) Bringg’s Privacy Policy, (ii) the DPA (to the extent applicable), and (iii) if the Services include access to Bringg’s application program interface, software development kit or other development tools (collectively, “APIs”), the terms and conditions presented when accessing such APIs, represent the entire agreement between the parties with respect to the subject matter hereof and supersede any prior proposal, representation, or understanding between the parties.
6.10 No Waiver. 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.
6.11 Title. Titles used in these Terms are for purposes of convenience of reference only and shall not be considered in constructing these Terms.