Terms and Conditions – "Pingmee"

Last Update: April 2024

AP Software welcomes you and thanks you for choosing to purchase and use our SaaS named "Pingmee" (the “Service”).

1. AGREEMENT TO TERMS:

1.1. These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and AP Software (“we”, “us” or “our”), concerning your access to and use of the Service as well as any other media form, media channel, mobile or websites related, linked, or otherwise connected thereto. You agree that by accessing the Service, you have read, understood, and agree to be bound by all of these Terms and Conditions (“Terms and Conditions”).

1.2. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions and you waive any right to receive specific notice of each such change.

1.3. The Service is intended for users who are at least 18 years of age.

2. INTELLECTUAL PROPERTY RIGHTS:

2.1. Unless otherwise indicated, the Service is our proprietary property and all source code, databases, functionality, software etc. (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us.

2.2. The Content and the Marks are provided on the Service “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Service and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

3. USER REPRESENTATIONS:

3.1. By using the Service, you represent and warrant that: (1) Each and every use of the Service is for your own risk and responsibility; (2) all registration information you submit will be true, accurate, current, and complete; (3) you will maintain the accuracy of such information and promptly update such registration information as necessary; (4) you have the legal capacity and you agree to comply with these Terms and Conditions; (5) you will not access the Service through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Service for any illegal or unauthorized purpose; and (7) your use of the Service will not violate any applicable law or regulation.

3.2. We have the right to refuse any and all current or future use of the Service. Without Limiting the generality of the Foregoing, if you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to block your access and refuse any and all current or future use of the Service (or any portion thereof).

4. PROHIBITED ACTIVITIES:

4.1. You may not access or use the Service for any purpose other than that for which we make the Service available. The Service may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

4.2. As a user of the Service, you agree not to:

• 4.2.1. systematically retrieve data or other content to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
• 4.2.2. make any unauthorized use of the Service, including collecting email addresses of users by electronic or other means for the purpose of sending unsolicited email by automated means or under false pretenses;
• 4.2.3. steal and/or copy and/or make any use of the designs and/or ideas of the Services and the Service;
• 4.2.4. circumvent, disable, or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or enforce limitations on the use of the Service;
• 4.2.5. trick, defraud, or mislead us and other users;
• 4.2.6. make improper use of our support services or submit false reports of abuse or misconduct;
• 4.2.7. engage in any automated use of the Service, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
• 4.2.8. attempt to impersonate another person;
• 4.2.9. use the Service in order to harass, abuse, or harm another person;
• 4.2.10. use the Service as part of any effort to compete with us;
• 4.2.11. decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service;
• 4.2.12. harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Service to you;
• 4.2.13. delete the copyright or other proprietary rights notice from any Content;
• 4.2.14. copy or adapt the Service’s software;
• 4.2.15. upload or transmit (or attempt to upload or to transmit) viruses, trojan horses, or other material, including use of spamming, that interferes the use of the Service;
• 4.2.16. disparage, tarnish, or otherwise harm, in our opinion, us and/or the Service;
• 4.2.17. use the Service in a manner inconsistent with any applicable laws or regulations.

5. SERVICES MANAGEMENT:

5.1. We reserve the right, but not the obligation, to: (1) monitor the Service for violations of these Terms and Conditions; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your contributions or any portion thereof; and (4) otherwise manage the Service in a manner designed to protect our rights and property and to facilitate the proper functioning of the Service.

6. TERM AND TERMINATION:

6.1. These Terms and Conditions shall remain in full force and effect while you use the Service. Without limiting any other provision of these Terms and Conditions, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Service (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms and Conditions or of any applicable law or regulation. We may terminate your use of the Service and any content or information that you posted at any time, without warning, in our sole discretion.

7. MODIFICATIONS AND INTERRUPTIONS:

7.1. We reserve the right to change, modify, or remove the Service at any time or for any reason at our sole discretion without notice.

7.2. We also reserve the right to modify or discontinue all or part of the Service without notice at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

7.3. We cannot guarantee the Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Service, resulting in interruptions, delays, or errors.

8. USAGE LICENSE AND PAYMENTS:

8.1. In order to access the Service and the Services, you will be required to purchase a usage license. The usage license will be renewed automatically every month until canceled by the customer"s request.

8.2. The registration will be through your Google account. The services and the access to the Service will be provided only by signing with your Google account.

8.3. Prices, availability, and other purchase terms are subject to change. We reserve the right without prior notice to discontinue or change specifications and prices on the usage license and/or the Service and services offered by us without incurring any obligation to you.

8.4. You are responsible for providing true, accurate, current, and complete information when purchasing a usage license. Payment must be received prior to acceptance of access to the Service. We may need to verify information you provide before accepting your order and may cancel or limit your order any time after it has been placed.

8.5. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the usage license you have purchased, you agree that we may, at our option, suspend or terminate providing of order and may require you to pay any overdue amounts incurred (including third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

8.6. Purchases of a usage license may be subject to other terms and conditions that are presented to you at the time of purchase.

8.7. We reserve the right to change, modify, or remove the Service and the options on the Service at any time or for any reason at our sole discretion without notice.

9. CANCELLATION POLICY:

9.1. Request for cancellation of a purchase of usage license will be submitted to us by the customer in one of the ways stated at the bottom of these Terms and Conditions.

9.2. Cancellation and a refund of purchase will be allowed at any time. The usage license will be terminated within 3 business days from the date the cancellation notice is received, for a cancellation fee of 100 NIS or 5% of the total service cost (whichever is lower).

9.3. Refunds will be credited to the original form of payment.

9.4. Refunds and cancellations will be approved after the customer receives a written message of approval from us.

9.5. The aforesaid above is subject to the Israeli Consumer Protection Law, 1981.

10. SERVICES TERMS OF USE:

10.1. Prior to using the Service, the user undertakes, declares, and agrees to the following provisions.

10.2. The user commits to operate in accordance with the provisions of the Communications Law (Bezeq and Broadcasting) (Amendment No. 40) - 2008 (the "Spam Law"), or any other relevant law in the country the Service is used and in the destination country where the contacts are located.

10.3. We shall not hold the user responsible for any conduct contrary to the provisions of the Spam Law and the relevant laws, including claims and legal proceedings against the user due to unauthorized use of the Service.

10.4. The user acknowledges that the Service is intended for sending and receiving messages only and is not intended for saving and retrieving information of any kind.

10.5. The information that transfers by the user through the use of the Service, including content, messages, contacts, etc., is the sole responsibility of the user. Any action taken within the Service is the sole responsibility of the user, and the user is solely responsible for any damages (including, but not limited to, consequential damages) of any kind incurred by the user.

10.6. The services are provided for use through third-party systems, such as WhatsApp Business API (the "third-party system"). The responsibility for establishing a user in the third-party system, including a dedicated phone number, registration etc. lies solely with the user. Payments for using the third-party system will be made by the user separately from the payment for the Service.

10.7. The user will act in accordance with the terms and conditions of use of the third-party system, and we have no responsibility for: (1) the legality of using the Service in the third-party system; (2) the suspension of the user"s activity in the third-party system and for any damage (direct or indirect), expense, and/or loss caused to the user as a result; (3) changes, updates or malfunctions in the third-party system; (4) changes made to the Service due to changes or updates made in the third-party system; (5) the content sent by the user through the third-party system during the use of the Service.

10.8. In case of a malfunction in the Service, you can contact us using the contact details provided at the end of these terms of use. We will respond to such requests within 7 business days.

10.9. The Service should be used appropriately, and only messages that do not contain defamation, explicit content, bot content, etc., should be transmitted. We will not be responsible for improper conduct with the Service and for messages as stated above, and the responsibility will be solely on the user.

10.10. Sending and/or delivering content through the third-party system and by using the Service constitutes acknowledgment that the user is the owner of all rights thereto and is authorized to send and use them and/or has permission as required by law from the rights holder, authorizing to transmit the content for publication. It is clarified that the user is held responsible for any damages, claims, and/or demands made against us for unauthorized use of the content as stated above.

10.11. You will not transfer through the third-party system by using the Service any materials and/or content and/or files (including images, videos, etc.) for which they hold copyright and/or intellectual property rights of any kind belonging to any third party, without receiving permission for use as required by law. The content and information transferred will be the sole responsibility of the user. We shall not be liable for the content transmitted by the user and/or on the user"s behalf, including content that infringes copyright, harmful content, and/or content prohibited by law. The user shall indemnify us against any claim and/or lawsuit filed against us for copyright infringement as stated above.

10.12. The responsibility for backing up the information sending and receiving during the use of the Service lies solely with the user.

10.13. This statement and the provisions therein apply to the user and all users of the Service on behalf of the user, as well as to all actions performed by the user and the users on behalf of the user.

11. DISCLAIMER AND LIABILITY:

11.1. THE SERVICES IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK, TO THE FULLEST EXTENT PERMITTED BY LAW.

11.2. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES; (3) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (4) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY.

11.3. Users hereby confirm and declare that they are aware that the responsibility for the use of the Service and services lies solely with the user.

11.4. The information entered during the use of the Service by the user is the sole responsibility of the user. Any action taken during the use of the Service is the sole responsibility of the user, and the exclusive liability for any damage, of any kind, will be the user"s responsibility.

11.5. Users will have no claim against us, our administrators, or our representatives, and they will not be responsible, directly or indirectly, for any damage, property damage, or any other loss, resulting from receiving services and/or using the Service, even if we cautioned, recommended, or advised on a specific matter or a specific service. In any case, we will not serve as a substitute or bear the user"s responsibility or the service recipient"s responsibility. The user bears responsibility and all necessary risks for any damage caused to them or to third parties arising from the use of the Service and the services.

11.6. The provision of Services is subject to our sole discretion, and we shall not be held responsible for any delay or failure in the provision of services resulting from force majeure, third parties, or events beyond our control. Such events may include but are not limited to communication problems, technical difficulties, internet network problems, email problems, war, strikes, shutdowns, acts of sabotage, disturbances to public order, acts or omissions of third parties or restrictions imposed by them, laws, regulations, orders, or other government instructions, security restrictions, epidemics, closures, or other circumstances beyond our control.

11.7. The services provided by us are based on third-party programs and/or systems. Therefore, it is agreed that we shall not bear any responsibility or liability whatsoever, including for loss of income, damage to reputation, caused to the client due to malfunctions and/or delays and/or the quality of the Service and/or services and/or the level of security and/or changes originating from third-party systems as mentioned.

12. GOVERNING LAW:

12.1. These Terms and Conditions and your use of the Service are governed by and construed in accordance with the laws of the State of Israel applicable to agreements made and to be entirely performed within the State of Israel, without regard to its conflict of law principles.

12.2. Any legal action of whatever nature brought by either you or us (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the State of Israel, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniens.

13. CORRECTIONS:

13.1. There may be information on the Service that contains typographical errors, inaccuracies, or omissions that may relate to the Service, including descriptions, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Service at any time, without prior notice.

14. MISCELLANEOUS:

14.1. These Terms and Conditions and any policies or operating rules posted by us constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. We may assign any or all of our rights and obligations to others at any time.

14.2. If any of these Terms and Conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term will to that extent be severed from the remaining terms which will continue to be valid to the fullest extent permitted by law.

15. CONTACT US:

15.1. In order to resolve a complaint regarding the Service and/or the Services or to receive further information regarding the use of the Service, please contact us by:

Address: 5 Avnei Hachoshen St. Kiryat Gat, ISRAEL;

Phone: 972-55-7759626

Email: support@pingmee.co.il