IMPORTANT – PLEASE READ CAREFULLY: Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below.
These Terms of Service and End User License Agreement (the "Agreement ") constitute a legal agreement between you and MobiMate Ltd., an Israeli corporation, and its Affiliates, with respect to WorldMate Software, Site and Services (as defined below). By clicking on the "Accept" button or otherwise using, installing or accepting the WorldMate Software, Site and/or Services, you agree to be bound by this Agreement. You hereby agree and acknowledge that this Agreement covers all your use of WorldMate Software, Site and Services, whether it be on a mobile device, on a personal computer, through use of WorldMate client software or through use of the Site. If you do not agree to the terms and conditions of this Agreement, do not click on the "Accept" button and / or check the "I Accept the Terms of Service" box, and do not use, install or otherwise accept the WorldMate Software, Site or Services. You agree that your use, installation or otherwise acceptance of the WorldMate Software, Site and/or Services acknowledges that you have read this Agreement, understand it, and agree to be bound by it.
1. Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.
- Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, MobiMate. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
- Agreement: this Terms of Service and End User License Agreement , as may be renewed, modified and/or amended from time to time.
- Documentation: any online or otherwise enclosed documentation provided by MobiMate.
- Effective Date: the date on which this Agreement is entered into by clicking on the "ACCEPT" button or otherwise as stated above.
- IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know-how and trade secrets contained in or relating to the WorldMate Software, WorldMate Services, the Documentation, the WorldMate Website and/or the WorldMate Promotional Materials.
- Member, Membership: A person or other entity that is subscribed to WorldMate services and possesses a User Account.
- Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account;
- MobiMate Ltd. ("MobiMate"): an Israeli corporation located at 2 Yodfat St., Lod 71291, Israel.
- WorldMate Inc.: a Delaware corporation located at 353 N. Azusa Ave., West Covina, CA 91791, USA.
- WorldMate Promotional Materials: any and all trademarks, names, signs, logos, banners and any other materials, in whatever form, owned and/or used by MobiMate for the promotion of its company, its products and activities.
- WorldMate Services: Travel related Information, Content and Transactions enacted through a computing device that are facilitated by the WorldMate Software (as defined below), including information, content, databases and query results that are accessible through use of the WorldMate Software, Including Free Services and Premium Services.
- WorldMate Software: the software provided by MobiMate that facilitates receipt and management of travel content and information. Including but not limited to client software for mobile devices, client and Add-in software for Desktop Computers, and the Software driving the WorldMate Live web-site, as well as documentation, future updates and upgrades thereof.
- WorldMate Site: The website residing at www.worldmate.com which may also be linked from other addresses, through which you can access WorldMate Live Services and download WorldMate Live Software.
- MobiMate Staff: the officers, directors, employees and agents of MobiMate or its Affiliates, or any other persons hired by WorldMate or its Affiliates.
- User Account: refers to the account with User ID and Password that You create for Your use of the WorldMate Software and Services;
- User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account; Usually in the form of your e-mail address..
- Premium Service: means the optional payable services provided as part of the WorldMate Live Services and under this Agreement which require payment. Premium services are available to Gold level members.
- Free Services: WorldMate Services provided by MobiMate under this Agreement without any charge to You.
- You: you, the end user of the WorldMate Software, Site and/or Services, also used in the form "Your" where applicable.
2. License and Restrictions
2.1 License. Subject to the terms of this Agreement, MobiMate hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the WorldMate Software on Your computer, phone or PDA for the sole purpose of personally using the travel management applications provided by MobiMate and any other applications that may be explicitly provided by MobiMate. For the avoidance of doubt, You are allowed to use WorldMate Software and Services at work, in accordance with the terms of this Agreement.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the WorldMate Software or Services or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the WorldMate Software and/or WorldMate Services or any part thereof.
2.4 Free Trial. MobiMate may choose to provide You or specific groups of other users limited access to Premium Services in order to enable you to evaluate the same. Such Free Trial access is provided solely out of MobiMate's good-will and MobiMate may discontinue it at its sole discretion at any time. Furthermore MobiMate may decide to discriminate between groups of users and is not committed to providing all users with the same Free Trial access rights.
2.5 Free Services. Some of the WorldMate Software and Services as well as access to the WorldMate Site are provided for free. MobiMate may discontinue this policy at any time in part or in whole and choose to charge for such. In such case You will be given a 30-day prior notice by e-mail to the e-mail account you have provided, after which you may decide to discontinue your use of the WorldMate Software, Services and/or Site or pay for the same according to MobiMate's then current pricing and policies.
2.6 Premium Services. MobiMate may charge for use of some or all of the WorldMate Software's and Services functionality. Services that are Premium Services will be clearly denoted as such including the method of payment thereof, price and timing of payment.
2.7 Billing For Premium Services. Should you choose to use the Premium Services and pay the respective charges ("Upgrade the Membership"), you may choose to be billed for such directly by MobiMate on a yearly or monthly basis ("Monthly Billing"). Should you choose the Monthly Billing alternative, you will be billed immediately for the first month of membership through your credit card account and then be billed automatically for each consecutive month of membership on the monthly anniversary of your subscription. You may give notice of Cancellation of Premium Services ("Downgrade") through the Site, in which case the membership shall be discontinued one month after the last billing event and billing shall stop until you choose to re-Upgrade the Membership.
2.8 Advertising. You acknowledge and agree that the WorldMate Site and the Services may include advertisements and that these advertisements are necessary for MobiMate to provide the Services and that MobiMate is not responsible for the content of such advertisements.
3. Additional Covenants
3.1 Distribution of WorldMate Software. You are not allowed to distribute the WorldMate Software under this Agreement.
3.2 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement, You will have to obtain MobiMate's prior written consent and explicitly agree upon any further terms, including, without limitation, commercial terms.
4. Utilization of Your Computer and Networking
4.1 Utilization of Your Computer. You hereby acknowledge that the WorldMate Software may utilize the processor and bandwidth of the computer (or other applicable device) You are utilizing, for the purpose of providing the WorldMate Services and applying the business mechanisms surrounding them including but not limited to authenticating you as a user, billing you and presenting advertising.
4.2 Protection of Your Computer (Resources). You understand that the WorldMate Software will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however, You acknowledge and agree that WorldMate cannot give any warranties in this respect.
4.3 Utilization of Network Resources. You hereby acknowledge that the WorldMate Software and Services may utilize network resources including fixed and wireless networking through the computing devices You are utilizing, for the purpose of providing the WorldMate Services and applying the business mechanisms surrounding them including but not limited to authenticating you as a user, billing you and presenting advertising.
5. Confidentiality and Privacy
5.1 Your Confidential Information and Your Privacy. MobiMate is committed to respecting Your privacy and the confidentiality of Your personal data. The "Privacy Policy" that is published on the WorldMate Site at www.worldmate.com/privacy applies to the use of Your personal data. MobiMate shall not sell or rent Your personal information to third parties for their marketing purposes without Your explicit consent and MobiMate shall use Your information only as described in the Privacy Policy. Your election to use the Services indicates Your acceptance of the terms of the Privacy Policy. MobiMate assumes no liability whatsoever for any loss or degradation of such information stored on its systems or any direct or indirect damages arising out of such loss or degradation. MobiMate shall take reasonable steps to ensure the safety, security and privacy of such information. We store and process Your information on computers that may be located outside Your country that are protected by physical as well as technological security devices. THROUGH USE OF THE WORLDMATE SOFTWARE, SITE AND SERVICES YOU MAY EFFECT STORAGE OF YOUR OWN PERSONAL DATA IN MOBIMATE'S SERVERS. If You object to Your information being transferred, stored or used in this way please do not use WorldMate Software, Services and Site. Nothing contained in this section 5.1 shall be construed to derogate from MobiMate's rights under Section 12.2 below.
6. Intellectual Property Rights
6.1 Title. Title, ownership, rights, and intellectual property rights in and to the WorldMate Software, Site and Services shall remain in MobiMate and/or its Affiliates and/or suppliers. The WorldMate Software, Site and Services are protected by the copyright laws of the United States and other countries, and by international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the WorldMate Services shall be retained by the applicable content owner and may be protected by applicable privacy, copyright or other laws.
6.2 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or MobiMate's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
7. Communication and Your Use of the WorldMate Software
7.1 Lawful purposes. You agree that you shall only use the WorldMate Software, Site and Services in a manner that complies with all applicable laws and court orders in the jurisdictions in which you use the WorldMate Software, Site and Services, including, but not limited to, applicable restrictions concerning privacy, copyright and other intellectual property rights. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the WorldMate Software or the communication.
8. Term and Termination
8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either MobiMate or You as set forth below.
8.2 Termination by MobiMate. Without limiting other remedies, MobiMate may limit, suspend, or terminate this license and Your use of WorldMate Software, prohibit access to WorldMate Site or Services and delete Your User Account and/or User ID, with immediate effect, if You are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of this Agreement, infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. MobiMate shall effect such termination by providing notice to You to the email address You have provided and/or by preventing Your access to the respective User Account. Without derogating from the foregoing, this Agreement and the license hereunder to the WorldMate Software will terminate immediately upon MobiMate's announcement that the WorldMate Software is commercially generally available. Without derogating from the foregoing, MobiMate reserves the right to cancel User Accounts that have been inactive for more than six (6) months.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the WorldMate Software, Site and/or Services shall terminate; (b) will cease any and all use of the WorldMate Software, Site and/or Services; and (iii) will uninstall any copies of WorldMate Software off of your computer(s).
8.5 No liability. MobiMate will not be liable in respect to any damage caused by the termination of this Agreement.
9. Your Representations and Warranties; Indemnification of MobiMate
9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the WorldMate Software, Site or Services.
9.2 Indemnification. You agree to indemnify, defend and hold MobiMate, its Affiliates and the MobiMate Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the WorldMate Software, Site and/or services.
9.3 Export Restrictions. You acknowledge that the WorldMate Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the WorldMate Software as well as end-user, end-use and destination restrictions issued by national governments.
10. Disclaimer of Warranties
10.1 No Warranties. THE WORLDMATE SOFTWARE, SITE AND SERVICES ARE PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; MOBIMATE DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE WORLDMATE SOFTWARE, SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. MOBIMATE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE WORLDMATE SOFTWARE, SITE OR SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND TO NOT RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE WORLDMATE SOFTWARE. THE DATA PROVIDED BY MOBIMATE IS BEING UPDATED ON THE MOBIMATE SERVER (OR A SERVER APPROVED BY MOBIMATE), FROM TIME TO TIME; THEREFORE THE PRESENT CONTENT, INFORMATION AND DATA MAY BE OUT OF DATE OR INACCURATE AND SHOULD NOT BE RELIED UPON. THE DATA IS PROVIDED "AS IS". MOBIMATE ASSUMES NO LIABILITY WHATSOEVER REGARDING THE CONTENT, INFORMATION AND DATA OR THE ACCURACY THEREOF.
10.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the WorldMate Software, Site or Services remains with You, to the maximum extent permitted by law.
10.3 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations of warranty as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
11. Limitation of Liability
11.1 Limitation of Liability. IN NO EVENT SHALL MOBIMATE, ITS AFFILIATES, ITS LICENSORS OR THE MOBIMATE STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE WORLDMATE SOFTWARE, SITE OR SERVICES EVEN IF MOBIMATE, ITS AFFILIATES, LICENSORS OR THE MOBIMATE STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 No Liability for Network Charges. WITHOUT DEROGATING FROM THE GENERALITY OF SECTION 11.1 ABOVE, YOU HEREBY ACKNOWLEDGE THAT THROUGH USE OF THE WORLDMATE SOFTWARE AND/OR SERVICES AND/OR SITE YOU MAY INCUR CHARGES BY YOUR NETWORK OPERATOR FOR DATA TRAFFIC, AIR-TIME OR EQUIVALENT. MOBIMATE IS IN NO WAY LIABLE FOR SUCH CHARGES.
11.3 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations of liability as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
12. Feedback; Use of Your Data
12.1 Feedback. In order to allow MobiMate to carry-out the WorldMate Software, Site and Services' testing program, MobiMate will appreciate Your timely feedback to MobiMate on the performance of the WorldMate Software, Site and Services, including Your opinions and evaluation of the WorldMate Software, Site and Services and any features included therein and bug reports. In the event that You provide MobiMate with any report, feedback or suggestion relating to the WorldMate Software, Site and Services, You agree that any and all right, title and interest to any such report, feedback or suggestion or any invention relating to an improvement of the WorldMate Software, Site and Services conceived in or made as a result of the same shall become the exclusive property of MobiMate and that MobiMate may freely disclose and use all such information for any purpose whatsoever, without Your consent and without any obligation of any kind.
12.2 Use of Your Data. In the event of any bug and/or malfunction in or to the WorldMate Software, Site and Services, You hereby grant MobiMate an irrevocable right to use any information You applied to the WorldMate Software, Site and/or Services, including without limitation, information about Your travel plans, meetings and related contacts, which MobiMate, in its sole discretion, deems necessary in order to investigate such bug and/or malfunction.
13. General Provisions
13.1 Jurisdiction’s Restrictions. if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and/or download, install or otherwise use the WorldMate Software, Site and Services. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, You may not enter into this Agreement and You may not download, install or use the WorldMate Software, Site and/or Services. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the WorldMate Software, Site and Services is allowed.
13.2 New Versions of the Agreement. WorldMate reserves the right to modify this Agreement at any time by providing such revised agreement to You or by publishing the revised agreement on the WorldMate Site. The revised agreement shall become effective within thirty (30) days of such publishing or provision to You, unless You expressly accept the revised agreement earlier by clicking on the "accept" button. The express acceptance by You, or Your continued use of the WorldMate Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised agreement. You can find the latest version of this Agreement at www.worldmate.com/EULA.php. WorldMate reserves the right to make changes to this Agreement from time to time.
13.3 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and MobiMate with respect to the subject matters hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matters.
13.4 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
13.5 No Waiver. The failure of MobiMate at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by MobiMate.
13.6 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
13.7 Assignment by MobiMate. MobiMate is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
13.8 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel.
13.9 Competent Court. You agree to submit any legal proceedings arising out of or relating to this Agreement to the exclusive jurisdiction of the competent courts of Tel-Aviv, Israel.
13.10 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
13.11 Injunctive Relief. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate MobiMate's intellectual property rights, or may cause continuing or irreparable harm to MobiMate (including, but not limited to, any breach that may impact MobiMate's intellectual property rights, or a breach by reverse engineering), MobiMate may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction.
13.12 Indemnification. You agree to hold harmless, indemnify and defend MobiMate, its Affiliates, officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have (i) used the WorldMate Software, Site and/or Services in violation of another party's rights or in violation of any law, or (ii) violated any terms of this Agreement.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE "ACCEPT" BUTTON AND/OR CHECKIN THE "I ACCEPT THE TERMS OF SERVICE" BOX AND/OR CONTINUING TO INSTALL THE WORLDMATE SOFTWARE OR USE THE WORLDMATE SITE AND SERVICES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO MOBIMATE THE RIGHTS SET FORTH HEREIN.