Terms and Conditions

Last updated: May 1, 2023

Please read these terms and conditions carefully before using Our Service.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Country refers to: Israel
Company (referred to as either “Wisor”, “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Wisor.AI LTD, Menahem Begin 80, Tel Aviv 6713827.
Device means any device that can access the Service such as a computer, a cell phone or a digital tablet.
Platform means the Company’s proprietary solution for the streamlining and optimization of supply chain and freight vendor management and the delivery and shipment of goods accessible from https://app.wisor.ai.
Service collectively refers to the Website, the Platform, and any related services provided by the Company.
Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to the web page available at https://wisor.ai/,
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions and when accepting these Terms on behalf of the legal entity for which you wish to receive the Service, You hereby represent and warrant that You are duly authorized to act on behalf of such legal entity and these Terms shall inure to the benefit or liability of such legal entity. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Property Rights; License

Wisor Intellectual Property. Any proprietary and intellectual property rights in and to the Platform and the Website including any content thereof, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof (the “Content”) and related materials, Wisor’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, and any and all Feedback as defined herein (Collectively, the “Wisor Properties”), are owned and/or licensed to Wisor or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under Federal and state United States law, foreign laws and international conventions.
Your Use Rights. Subject to your compliance with these Terms, and unless otherwise agreed in writing between you and Wisor, Wisor grants you a limited, worldwide, non-exclusive, non-assignable, non-tradeable, non-sub-licensable, fully and immediately revocable at our discretion, license, to access and use the Website and where you have purchased a subscription to use and access the Platform or where you have registered for a free-tier subscription of the Platform (if such is made available by Wisor) (each a “Subscription”) for the duration such Subscription period (“Subscription Period”), to use the Platform in the scope of such Subscription, in accordance with these Terms. Except as stated above, no other rights in the Platform or the Service are granted.
Use Restrictions. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Website and/or the Platform, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Wisor and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Website and/or the Service, (iii) create a browser or border environment around the Website, and/or Platform, link, including in-line linking, to elements on the Website or Platform, such as images, posters and videos, and/or frame or mirror any part thereof or use the Service as a services bureau or otherwise to provide services which are in essence similar to the Service to third parties; (iv) transmit, distribute, display or otherwise make available through or in connection with the Service any content, including any information (as defined below), in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Service any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment; (vi) interfere with or disrupt the operation of the Service, or the servers or networks that host them or make the Service available; (vii) access and/or use any Service and/or the Content in order to build a competitive product or service; (viii) publish or disclose to any third party any quality, performance or benchmark test analyses relating to the Service; (ix) bypass any measures which are used to prevent, control or restrict access to the Service and/or certain functionalities therein; (x) infringe or violate any of the terms and conditions of these Terms. You hereby agree that upon Wisor’s request you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of these Terms.
Feedback. In the event that You provide Wisor with any suggestions, comments or other feedback relating to Wisor’s Service (collectively, “Feedback”), such Feedback is provided ‘As Is’ and is deemed as the sole and exclusive property of Wisor and you hereby irrevocably assign to Wisor all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise preclude from providing to Wisor, and shall promptly inform Wisor as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.
Third Party Components. The Service may use or include third party software, files and components that are subject to open source and third-party license terms, or third-party terms of service and/or privacy policy (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Service 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 only in connection with the related Third Party Components. Without derogating from Wisor’s warranties below, Wisor disclaims all liability related to any third-party components utilized in the Service. You acknowledge that Wisor is not the author, owner or licensor of any Third Party Components, and that Wisor makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Service or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.

Order form; Fees

Order Form. We may require you to execute a Purchase Order in order to allow you access or to subscribe to a certain portion of the Service (the “Order Form”). An Order Form may specify and include, among others, the fees payable in consideration for your access to the Service (“Fees”), the scope of the Service, subscription plan and term, termination rights, additional payment and billing terms. An Order Form may be executed in various ways (as we deem appropriate), including by click-accepting an Order Form displayed through the Website or otherwise in an online form, or by mutual acceptance in writing.
Payment of Fees. We may allow several means of payment such as payment through an online payment gateway, and other means we may make available from time to time. If we make online payment available through our Service such a payment option is executed via third party payment clearance service providers or payment gateway providers, such as PayPal, Stripe etc. (the “Payment Services”) that may be integrated and embedded in the Service. If you choose to proceed with an online payment, then you: (i) agree to review and be bound by the relevant Payment Services’ terms of use and privacy policy; (ii) acknowledge that you may need to hold, or register, an active account at such Payment Services in order to complete a purchase and (iii) acknowledge that confirmation or rejection of your payment is not performed by Wisor. We are not responsible or liable for any activities or conduct of any Payment Services, and you agree to hold us harmless, and expressly release us, from any and all liability arising from or in connection with any payment activity performed on our Service.‍
Unless otherwise agreed between the Parties in an Order Form, all Order Forms are final and may not be canceled or terminated for convenience by You. Wisor may cancel or terminate an Order Form at any time, for convenience, by providing written notice (including by email).
Unless otherwise set forth in an Order Form, any Fees owed by you to Wisor shall be paid to Wisor in advance of the provision of the relevant Service.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately.

Indemnification

You release, and agree, at your own expense, to indemnify, defend and hold harmless Wisor, our officers, directors, employees, agents and affiliates, from all liabilities, claims, alleged claims, loss and damages (of every kind, whether known or unknown and suspected or unsuspected), and including reasonable attorney’s fees related in any way to: (i) your breach of any term or condition of these terms, (ii) your use of, reliance on or access to the service; (iii) any rights of a third party with regard to your data, including privacy or intellectual property rights. We will provide you with written notice of such claim, suit or action and we will allow you to assume the exclusive defense and control of any matter subject to indemnification by you hereunder as long as you conduct such defense diligently.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

“AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

By email: [email protected]