Chompi CCnetworkings Ltd. d/b/a Bidalgo ("Bidalgo") provides a software as a service ("SAAS") and a fully managed service ("FMS") which use proprietary unique algorithms aimed to analyze and generate optimized and improved social media advertising campaign results through identification and targeting of relevant users and auto-bidding for the most cost-effective advertisement impressions ("Software"), and may include other services provided by Bidalgo, as defined in the relevant Order (collectively, the "Services") You may use the Services (or any part thereof in accordance with your specific applicable Order duly executed with Bidalgo) in accordance with the terms and conditions hereunder.
In the event You wish to use and access the SAAS, upon Bidalgo's acceptance of your Order and for the duration of the term defined in the Order (the "Term"), you have the nonexclusive, revocable, non-assignable, non-transferable, limited right to use the Software to receive the Services solely for your internal business operations and subject to the terms contained hereunder. You may access the Software and Services (collectively with any applicable documentation, the "Product") via individuals who are authorized in accordance with these Terms by you to access and use the Services ("Authorized Users") You may not use the Software or the Services for any personal or commercial purposes, other than for the purpose of enhancing your advertising campaigns on Facebook, Instagram, and/or Pinterest.
You will use all reasonable endeavors to prevent any unauthorized access to, or use of, the Product and, in the event of any such unauthorized access or use, promptly notify Bidalgo.
In consideration for the Services, You shall pay Bidalgo the amounts set forth on each Order ("Fees").
Payment Terms. Any payment not received by Bidalgo within such period shall accrue interest at a rate of four percent (4%) per month, or the highest rate allowed by applicable law, whichever is lower. All Fees are non-cancellable and non-refundable. All Fees are stated and payable in US Dollars, and are exclusive of VAT, which shall be added to Bidalgo's invoice(s) at the appropriate rate. You agree to make all payments under each Purchase Order and these Terms without set-off or counterclaim and free and clear of any withholding or deduction (save as required by law) for any present or future taxes, levies, imposts, duties or other charges. If you are obliged by law to make any such withholding or deduction, you will pay to Bidalgo in the same manner and at the same time additional amounts to ensure that Bidalgo receives a net amount equal to the full amount which Bidalgo would have received if no such deduction or withholding had been required.
There are certain conducts which are strictly prohibited when using the Product. Please read the following restrictions carefully.
You may not, whether by yourself or anyone on your behalf: (i) modify, alter, create derivative works from, reverse engineer, decompile, or disassemble any part of the Product, nor attempt in any other manner to obtain the source code or otherwise reduce to human-perceivable form any part of the Product; (ii) frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Product in any form or media or by any means; (iii) remove any proprietary notices, labels, or marks on or in any part of the Product, including without limitation any trademark or copyright notices; (iv) disclose the results of testing or benchmarking of the Product to any third party, or access or use the Product or any part thereof in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Bidalgo's; (v) use the Product to provide services to third parties; (vi) disseminate, distribute, disclose, or copy any printed documentation which accompanies the Product; (vii) sublicense, rent, or lease any portion of the Product; (viii) host, outsource, display, or commercially exploit the Product, or use the Product as part of a facility management, timesharing, service provider, or service bureau arrangement; (ix) use the Product in any manner not expressly authorized by these Terms; (x) attempt to obtain, or assist third parties in obtaining, access to the Product, the Services and/or documentation; (xi) take any actions which (i) would disable the Product or impair in any way its operation based on the elapsing of a period of time, the exceeding of an authorized number of copies, or the advancement to a particular date or other numeral (referred to as "time bombs", "time locks", or "drop dead" devices); or (ii) would prevent Bidalgo to access the Product for the purposes of its operations or (xii) infringe or violate any of the Terms.
Except with Bidalgo's prior written consent, You may only use the materials provided by Bidalgo under any relevant Order via Bidalgo's platform.
You retain all ownership and intellectual property rights in and to Your Customer Data and all data generated by You during Your use of the Services, You hereby grant Bidalgo the right to use such data (i) in order to provide the Service to You and (ii) in aggregate anonymized form for Bidalgo's internal business purposes. You acknowledge and agree that Bidalgo and/or its licensors own all intellectual property rights in the Product. Except as expressly stated herein, these Terms does not grant you or Authorized Users any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade-marks (whether registered or unregistered), or any other rights or licenses in respect of the Product or other intellectual property of Bidalgo. The rights provided under these Terms are granted to you alone, and shall not be considered granted to any subsidiary or holding comply of yours, unless expressly authorized in writing by Bidalgo.
In the event you elect to receive any creative (including without limitation, playable ads) from Bidalgo, as between the Parties, You shall own such creative, but excluding the portion thereof which constitutes Bidalgo IP (as defined herein). "Bidalgo IP" shall mean Bidalgo's technology, techniques, methods, systems, know-how, technical information, confidential information and intellectual property rights, that existed before the commencement of the Services or that were developed independently of the Services provided to You under an Order. Moreover, it is agreed and acknowledged that You shall use any creative provided to You by Bidalgo solely via the Bidalgo SAAS platform.
In the event that you provide to Bidalgo any suggestions, comments and feedback regarding the Product, you hereby grant Bidalgo and its licensors a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license grant to freely use, have used, sell, modify, reproduce, transmit, license, sublicense (through multiple tiers of sublicensees), distribute (through multiple tiers of distributors), and otherwise commercialize such feedback in connection with the Product or related technologies.
You represent that during the Term, you shall: (i) be and remain exclusively responsible for all ad content, data and information provided to Bidalgo for the purpose of performing the Services, and that all such content, data and information has been and shall be legally obtained, does not and will not infringe any third party rights, and is not defamatory, obscene, abusive, invasive of privacy or illegal, (ii) allow Bidalgo, its agents, subcontractors, and third-party service providers, to access, use, transfer, display, reproduce, and modify your ad content, data and information for the sole purpose of providing the services, (iii) hold and any necessary rights to allow the use of your ad content, data and information as contemplated hereunder, (iv) comply with all applicable laws and regulations with respect to your activities under these Terms, (v) carry out all other responsibilities set out in these Terms in a timely and efficient manner, (vi) obtain and shall maintain all necessary licenses, consents, and permissions necessary for Bidalgo, its contractors and agents to perform their obligations under these Terms, (vii) ensure that your network and systems comply with the relevant specifications provided by Bidalgo from time to time, (viii) be solely responsible for procuring and maintaining your network connections telecommunications links from your systems to Bidalgo's data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet, (ix) solely responsible and you agree to regularly track, review and verify that the Product is duly performing in accordance with your requirements, specifications, expectations and goals. Without derogating from any of the foregoing or from the provisions of Sections 10 and 11 below, you acknowledge and agree that in the event that the Product does not perform as required, specified, expected and/or desirable by you, your only recourse is to terminate the Terms in accordance with these Terms and Bidalgo shall not be liable to you or to any third party with respect thereto. You further acknowledge, represent and agree that your continued use of the Product following any such non-performance, will constitute your acceptance of, and agreement to continue to experience, such Product performance.
You hereby represent and warrants that any content, information and data (including Customer Data) provided to Bidalgo during the course of your engagement with Bidalgo shall not include Personal Data of any third party. You and not Bidalgo shall be responsible for any information provided, made available to Bidalgo, beyond the scope permitted hereunder. For the purposes of these Terms, "Personal Data" shall mean all information and data of any kind collected, received, held, accessed, maintained, stored, processed, controlled or used, that under applicable law is considered to be personal data or individually-identifiable information from or about an individual, including, but not limited to, an individual's: (a) personally identifiable information (e.g., name, address, telephone number, email address, financial account number, government-issued identifier, and any other data used or intended to be used to identify, contact or precisely locate a person), (b) Internet Protocol address or other online or persistent identifier, (c) "Personal Data" as defined by the GDPR and applicable data protection or privacy laws and regulations to which the You or Bidalgo are subject.
Bidalgo's Indemnification. If a third party makes a claim against you resulting from your authorized use of the Product in accordance with these Terms, and such claim alleges that the Software infringes such third party's intellectual property rights, Bidalgo, at its sole cost and expense, will defend you against the claim and indemnify you from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Bidalgo, provided you do the following: (i) notify Bidalgo promptly in writing, not later than 30 days after you receive notice of the claim (or sooner if required by applicable law), (ii) give Bidalgo sole control of the defense and any settlement negotiations; and (iii) give Bidalgo the information, authority, and assistance Bidalgo needs to defend against or settle the claim.
If Bidalgo believes or it is determined that the Product may have violated a third party's intellectual property rights, Bidalgo may choose to either modify the Product to be non-infringing (while substantially preserving their utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Bidalgo may terminate your rights under the Terms and refund any unused, prepaid fees you may have paid for the Product. Notwithstanding anything to the contrary contained hereunder, Bidalgo will not indemnify or defend you if you altered the Product or used them outside the scope of use identified in the Terms, or if you used a version of the Software which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Software which was provided to you. In addition, Bidalgo will not defend or indemnify you to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by Bidalgo, or (ii) any materials from a third party portal or other external source that is accessible to you within or from the Product (e.g., a third party Web page accessed via a hyperlink). Bidalgo will not indemnify you to the extent that an infringement claim is based upon the combination of the Product with any products or services not provided by Bidalgo. Bidalgo will not indemnify you for infringement caused by your actions against any third party if the Product as delivered to you and used in accordance with the terms of the Terms would not otherwise infringe any third party intellectual property rights. Bidalgo will not indemnify you for any infringement claim that is based on: (1) a patent that you were made aware of prior to the effective date of the Terms (pursuant to a claim, demand, or notice); or (2) your actions prior to the effective date of the Terms. This section provides your exclusive remedy for any infringement claims or damages.
Your Indemnification. You shall indemnify, defend, and hold Bidalgo (including its officers, employees, agents and affiliates) harmless from and against any claims, damages, losses, and liabilities incurred or arising from Your failure to comply with, breach or alleged breach of the terms and conditions hereof and/or included by references herein.
By virtue of the Terms or provision of the Product, the parties may have access to information that is confidential to one another ("Confidential Information"). We each agree to disclose only information that is required for the performance of obligations under the Terms. Confidential information shall include without limitation, the terms and pricing under the Terms, the documentation accompanying the Product, information relating to the technology and code contained in the Product, Your Customer Data.
Bidalgo warrants and represents that (i) the Software does not infringe upon the intellectual property rights of any third party, and (ii) the Product will substantially conform to the documentation. This warranty shall not apply to the extent of any non-conformance which is caused by use of the Product contrary to Bidalgo's instructions, or modification or alteration of the Product by any party other than Bidalgo or Bidalgo's duly authorized contractors or agents. If the Product does not substantially conform to the Documentation, Bidalgo will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the warranty set out above.
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, YOU UNDERSTAND AND AGREE THAT THE PRODUCT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR RELIABILITY. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT BIDALGO DOES NOT GUARANTEE THAT THE PRODUCT OR THE PERFORMANCE OF THE SERVICES WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF ANY PROGRAM LIMITATIONS OR FAILURES, OR THAT THE PRODUCT AND/OR ANY FEATURE AVAILABLE THEREIN (WHETHER OR NOT CONFIGURABLE BY YOU) AND/OR ANY INFORMATION OBTAINED BY YOU THROUGH THE USE OF THE PRODUCT WILL MEET AND/OR PERFORM IN ACCORDANCE YOUR REQUIREMENTS, SPECIFICATIONS, EXPECTATIONS, CONFIGURATIONS AND/OR GOALS, OR THAT BIDALGO WILL CORRECT ANY OR ALL PRODUCT ERRORS, DEFICIENCIES AND/OR NON-PERFORMANCES. YOU ACKNOWLEDGE THAT BIDALGO DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. BIDALGO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Under no circumstances will either party be liable for indirect, special, incidental or consequential damages, including, without limitation, lost profit or loss resulting from business interruption or loss of data, even if a party has been advised of the possibility or likelihood of such damages. neither party will be liable to the other party for any delay, loss or damage attributable to any service, product or action of any person other than its own and its employees. Except for gross negligence and willful misconduct, in no event will Bidalgo's aggregate liability for any and all claims, losses or damages arising out of or relating to these Terms or any Services (whether in contract, equity, negligence, tort or otherwise) exceed the aggregate fees paid by You to Bidalgo under these terms during the TWELVE (12) month period immediately preceding the date upon which the applicable cause of action arises. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THESE TERMS MAY BE BROUGHT BY YOU MORE THAN TWELVE (12) MONTHS AFTER THE TERMINATION OR EXPIRATION OF THE RELEVANT ORDER.
Bidalgo may change the Terms from time to time, at its sole discretion and without any notice. Bidalgo will notify regarding substantial changes of these Terms on the homepage of the Bidalgo website. Such substantial changes will take effect seven (7) days after such notice was first provided on any of the above mentioned methods. Otherwise, all other changes to these Terms are effective as of the stated "Last Revised" date and your continued use of the Product after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
The Services provided under these Terms shall be provided for the period defined in the Order unless earlier terminated in accordance with these Terms. All rights and licenses granted to you under these Terms shall immediately terminate upon expiration or termination of the Term, and you shall cease all use of the Product, and delete and purge all traces of the Product from your systems and custody. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced by the termination or expiration of the Term.
Termination of FMS. Either You or Bidalgo may terminate the relevant Order for FMS by giving two (2) days' written notice.
In the event You are receiving access to the SAAS, during the Term, you will be entitled to receive Bidalgo's standard customer support services ("Support Services") during normal business hours (if you are located in either Israel and Europe during the hours of 9:00 a.m. to 5:00 p.m., Sunday-Thursday, Israel standard time, and if you are located in the United Stated during the hours 10:00 a.m. to 5:00 p.m. Pacific Time Monday-Friday) in connection with the Product, as well as emergency tech support on a 24/7 basis. You may be entitled to receive enhanced Support Services in the event such are included under the Purchase Order. During the Term Bidalgo shall make available to you, upon written request, such on-site (at your premises) training services as generally made available by Bidalgo to customers, for a separate training service fee of $2000 per day of training. You undertake that you will provide Bidalgo with all necessary co-operation access to information in relation to these Terms as may be required by Bidalgo, in order to render the Support Services, including Customer Data, security access information and configuration services. In the event of any delays in your provision of such assistance as agreed by the parties, Bidalgo may adjust any agreed timetable or delivery schedule as reasonably necessary.
Miscellaneous. Any written notice connected with these Terms will be sufficiently made on the mailing date if sent by registered, certified or first class – postage prepaid mail to the other party at its address set forth on the relevant Order. Nothing in these Terms shall in any way be construed to constitute You or Bidalgo as an agent, partner, joint-venturer, employee or representative of the other, and both You and Bidalgo shall remain independent contractors. You may not assign the Terms or give or transfer the Product or an interest in them to another individual or entity. Each of You and Bidalgo intends that these Terms will not benefit, or create any right or cause of action in or on behalf of, any person or entity other than You and Bidalgo. You agree that Bidalgo may publicly refer to You as its customer in sales presentations, marketing materials and press releases, and that Bidalgo shall be permitted to display the logo of the You on Bidalgo's website. Each of You and Bidalgo will be excused for delays in performing or from its failure to perform hereunder (other than payment delays) to the extent that the delays or failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause of the delay or failure. No waiver by either You or Bidalgo of any breach of these Terms will constitute a waiver of any other breach of the same or other provisions of these Terms. No waiver by either You or Bidalgo will be effective unless made in writing and signed by an authorized representative of that party. These Terms (including reference to information contained in a URL or referenced policy), together with any outstanding Order executed pursuant thereto, constitutes the entire agreement and understanding of You and Bidalgo relating to the subject matter hereof. These Terms supersedes all prior written and oral agreements and all other communications between Bidalgo and You. If any provision in these Terms is invalid or unenforceable in any circumstance, its application in any other circumstances and the remaining provisions of these Terms will not be affected thereby. In the case of conflicts or inconsistencies between these Terms and any Order hereto, these Terms will prevail, except as specifically stated otherwise. Unless designated as replacing a specific outstanding Order, a new Order will be considered to be in addition to then-outstanding Order.
Non-Solicitation. In consideration of Bidalgo's employees referred to you by Bidalgo in order to provide you with the services, you shall not, directly or indirectly, on your own behalf, or through your employee, representative, agent, subsidiary or by any other means whatsoever, solicit, call up to, employ, or attempt to induce, as an employee or as sub-contractor, any Bidalgo's employee, without Bidalgo's written consent, at any time during the term and for a period of one (1) year following the date of termination of Term. For the purpose of this Section, Bidalgo's employees are defined as those who are currently working for Bidalgo either on Bidalgo's payroll or those who are paid by invoice and those who worked for Bidalgo any period in the last twelve (12) months regardless of the reason they stopped being employed by Bidalgo.
Compliance with Export Regulations. You have or shall obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals (if applicable); shall indemnify and hold Bidalgo harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. You shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws (e.g., in the U.S., Israel, the Bureau of Export Administration of the U.S. Department of Commerce).
If you have any questions (or comments) concerning the Terms, you are most welcomed to send Bidalgo an e-mail at: legal@bidalgo.com, and we will make an effort to reply within a reasonable timeframe.