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Terms and conditions


User agreement

 

Last Modified: May 01, 2019

This User Agreement (“Agreement”) is between You and Smart Travel Agent Ltd. ( “Company” or “we” or “us” or “our”) for the use of Company’s proprietary mobile and web application named SmartAgent and/or its website located at www.smtagent.com (together, the “Service”).

YOU SHOULD READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. YOUR USE OF THE SERVICE AND/OR REGISTRATION AND VERIFICATION OF YOUR ACCOUNT FOR USE OF THE SERVICES, CONSTITUTE YOUR ONGOING ACCEPTANCE OF THIS AGREEMENT IN YOUR BEHALF AND IN BEHALF OF ANY OF YOUR EMPLOYEES AND AGENTS TO WHOM YOU PROVIDE THE SERVICE. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR NON-COMPLIANCE AND THE NON-COMPLIANCE OF YOUR EMPLOYEES OR AGENTS WITH THIS AGREEMENT. YOU FURTHER REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT. IF YOU CANNOT ACCEPT THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE.


1. Service

SmartAgent personal assistant is a mobile and web application that enables travel agents to maximize their business value while delivering an excellent service to their customers. Being optimized for web environment and mobile devices, SmartAgent offers an intuitive and easy to use interface, allowing agents to perform operations on PNRs with a single click using a secure encrypted connection. SmartAgent takes advantage of mobile push notifications in order to notify the travel agent when an important event occurs. SmartAgent’s operations are performed in real time directly on the GDS system. Company has no obligation to provide support, maintenance, upgrades, modifications or new releases to the Service under this Agreement.

During the term of the license agreement, the annual uptime percentage of the service supplied to the customer by Smart Travel Agent will be of at least 99.95%. This does not apply to: (a) customers during the trial period (b) feature designated Alpha or Beta (c) errors caused by factors outside of Company’s reasonable control or which are a caused by customer’s software or hardware or third party software or hardware or both.


2. Use of service

  1. Subject to the terms and conditions hereof, Company grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable, right to use the Service for lawful purposes only.

  2. Restrictions. Except as expressly authorized by Company in writing or otherwise enabled by Company:

    1. You will not access the Service in a manner or through an interface not provided or authorized by Company including but not limited to, any automated means (e.g., scripts or bots);

    2. You will not copy, reproduce, duplicate sell, trace, resell or exploit the Service;

    3. You will not reverse engineer, disassemble or decompile any portion of the Service or its software, except to the extent expressly permitted by applicable law, and then only after You have notified Company in writing of Your intended activities;

    4. You will not upload, transmit, post or otherwise share any content that violates or infringes upon the rights of any third party, including, without limitation, copyright, trademark, privacy, publicity or other personal or proprietary rights;

    5. You will not modify, adapt or hack the Service or modify a website so as to falsely imply that it is associated with the Services. You will not create or submit unwanted email or other messages to any other Service users;

    6. You will not transmit any worms or viruses or any code of a destructive nature through Your access or use of the Service;

    7. You will not use the Service to upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable.;

    8. You will not use the Service to upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

    9. You will not republish or syndicate the information available on the Service (including but not limited to information made accessible to non-paying users via any portion of the Service provided on a paid subscription basis);

    10. You will not disrupt, overwhelm, attack, modify or interfere with the Service or its associated software, hardware and/or servers in any way, and You agree not to impede or interfere with others’ use of the Service.;

    11. You will not alter or tamper with any information or materials on or associated with the Service. Other than connecting to Company’s servers by http requests using a Web browser, You may not attempt to gain access to Company’s servers by any means – including, without limitation, by using administrator passwords or by masquerading as an administrator while using the Service or otherwise.

    12. You will not use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Service or harvest, collect or mine information about other users of the Service.

  3. You are solely responsible for up to date contact information to receive information from the Service. Company will not be liable for information sent to a device that is associated with Your outdated mobile phone number or email address. If You install any software or enable any service that stores information from the Service on any mobile device or computer, it is Your responsibility, prior to transfer of such device, to remove Your information or otherwise disable access to such software or service, in order to prevent unauthorized access to Your information or account. Company reserves the right to provide You with information relating to Your PNRs and/or use of the Service, including emergency matters and messages from third parties regarding their respective services.

  4. Use of and access to the Service is void where prohibited. By using the Service, you represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older or have the permission of your parent or guardian, and (d) your use of the Service does not violate any applicable law or regulation or any obligation you may have to a third party.

  5. You are solely responsible for any activity and content (including, without limitation, data, text, information, screen names, graphics, photos, profiles, audio and video clips, and links to third-party content) that is displayed, published, uploaded or posted through Your user account (collectively, “User Content”). If You have reason to believe that Your account is no longer secure (e.g., loss, theft or unauthorized disclosure or use of Your access information or computer or mobile device used to access the Service), You are responsible for changing the affected access information.

  6. Portions of the Service (including, without limitation, advertisements) may involve linking to or using web sites belonging to third parties. The Service may also provide you with links to access the websites of third party vendors or retailers. We have no control over third-party websites, and all use of third-party websites is at your own risk. You acknowledge that Company has not reviewed and does not endorse the content of all sites linked to from this Service and is not responsible for the content or actions of any other sites linked to or from this Service, including but not limited to third party services such as Google Firebase Analytics, Google Firebase and Google Firebase Notifications. For Google’s privacy policy and terms and conditions of usage please refer to https://www.google.com/intl/en/policies. Your linking to any other service or site is at Your sole risk. By linking this Service to another service or site, You expressly agree to the disclosure of User Content permitted by or required to support such linking.

  7. Without derogating from the above provisions,  Company has no obligation to accept, display, review or maintain any User Content. Moreover, Company reserves the rights to remove and permanently delete any User Content, including any statements of any user, without notice and for any reason. Any posted or submitted User Content shall not be considered confidential and may be disseminated by Company without any compensation to you. User Content you provided may be available to the public, and you should have no expectation of privacy in the same. This provision shall not apply to personal information that is subject to our Privacy Policy except to the extent that you make such personal information publicly available on or through the Service or in any User Content. Company DOES NOT ENDORSE ANY USER CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH USER CONTENT.

  8. In order for You to receive notifications and to access travel itinerary and related data, You authorize Company to obtain such data on Your behalf and You represent that You have the right to control and access the data which You request and access through the Service.

  9. In order for You to receive information, including advertisements, regarding additional products or services originating from Company or third parties, You authorize Company to send You promotional e-mails, messages, and offers through the Service. You acknowledge that Company is not responsible for the content of such advertisements, e-mails, messages and offers.

  10. You acknowledge that Company may, in its sole discretion and at any time, modify the Service and/or discontinue providing the Service or any part thereof without notice. Company has no obligation to maintain or support the Service or provide updates in respect thereof.


3. Intellectual property and data

  1. Company retains all rights and ownership to copyright, trademark, trade secret and any other intellectual property rights in the Service and any derivative works thereof. All content of the Service (except User Content), including but not limited to designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, their selection and arrangement, and its “look and feel” (the “Service Content”), are the proprietary property of Company or its licensors with all rights reserved. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Company’s prior written permission. You do not acquire any rights in the Service or the Service Content, other than those rights expressly granted under this Agreement.

  2. We do not assert ownership of the photos, profiles, etc. that you upload to the Service. When You post User Content, You authorize and direct us to disclose User Content as necessary to provide the Service and make such copies thereof as we deem necessary in order to facilitate transmission, posting and storage of the User Content on the Services. By posting User Content, in connection with any part of the Service, You automatically grant and You represent and warrant that You have a right to grant to Company, and all other users an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with right to freely sublicense) to use, copy, modify, publicly perform, publicly display, reformat, translate, syndicate, republish, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising or otherwise, on or in connection with the Service or the promotion thereof, and to prepare derivative works of, or incorporate into other works such User Content. You may remove Your User Content from the Service at any time, but You acknowledge that Company may not be able to and has no obligation to restrict any use by any other person, including other users, and the license You have granted remains in effect. The use of User Content by Company is subject to applicable laws and Company’s data privacy policy available at https://www.smtagent.com/privacy-policy.

  3. Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), it is our policy to respond to copyright owners who believe material appearing on the Services infringes their rights under US copyright law. We accept no responsibility or liability for any User Content, or any material provided or posted by a user. If you believe that something appearing on the Services infringes your copyright, you may send us a notice requesting that it be removed, or access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA lets you send us a counter-notice. All notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. It is our policy to terminate the accounts of repeat infringers in appropriate circumstances. Send notices and counter-notices to dpo@smtagent.com

  4. If You provide Company with feedback, suggestions, testimonials, comments, ideas, ratings, reviews, bug reports, or any similar or related information (“Feedback”), You agree that (a) any and all right, title and interest to such Feedback will become the exclusive property of Company, (b) Company will be able to use and share such Feedback without Your consent, only if Company does not use Your first and last name (c) If You give prior consent, Company will be able to use and share such Feedback, while including Your first and last name (d) Company will not be responsible for providing You with any compensation whatsoever regarding the Feedback, and (e) Company may already have contemplated or be contemplating the same or similar ideas as Your Feedback. If You do not agree with these terms regarding Feedback, or want to maintain ownership of any intellectual property contained in any specific Feedback, Your sole option and recourse is to not submit such specific Feedback to Company.

  5. We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on Company website or Service, any materials that violate another party’s intellectual property or publicity rights.

  6. Company reserves the right to accumulate any data that will be generated while providing the Service including the rights to analyze, manipulate, reuse, sell or trade the relevant data.

  7. You hereby instruct us to process any personal data elements that you choose to make available to or through the Services or that you otherwise share with us to provide you with and improve the Services (hereinafter "Personal Data"). When Company follows these instructions, it is operating as the Data Processor. You are the Data Controller who determines which Personal Data elements are relevant, and based on that analysis you decide in your sole discretion which Personal Data elements to make available to or through the Service or otherwise share with us. In these situations, Company processes the Personal Data on your behalf.

  8.  You also provide permission to use Sub Processors of personal data to provide you with and improve the Services.

 


4. Fees and optional services

  1. Transactions will be charged according to the business agreement of the agency with the GDS provider. You are solely responsible for any charges incurred by GDS services usage. You are solely responsible for any fees or charges incurred to access the Service through an Internet access provider or other third party, including without limitation charges incurred to receive SMS messages or other mobile access, which may be billed to You or deducted from Your prepaid balance by Your mobile provider. You agree that Company is not liable in any way for any third party charges. Company reserves the right to offer these Service and other services ("Optional Service(s)") for a subscription or other fee. Any use of Optional Services will be governed by this Agreement and any additional terms specific to the applicable Optional Service(s) used by You.

  2. Unless Company states in writing otherwise, all fees and charges for the Service are nonrefundable.


5. Disclaimers and limitation of liability

  1. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY OR THROUGH THE SERVICE. THE SERVICE IS PROVIDED “AS IS” WITH NO WARRANTY. YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY COMPANY OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR FREE OF VIRUSES OR ERRORS.

  2. THE SERVICE INCLUDES INFORMATION PROVIDED FROM A VARIETY OF SOURCES AND THIRD PARTIES. THE PROVIDERS OF SUCH INFORMATION AND/OR OTHER SERVICES ON SMARTAGENT ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF COMPANY OR ITS AFFILIATES. COMPANY’S DISPLAY OF SUCH INFORMATION DOES NOT IN ANY WAY IMPLY, SUGGEST, OR CONSTITUTE ANY SPONSORSHIP OR APPROVAL BY COMPANY OF SUCH INFORMATION OR ITS PROVIDERS. YOU AGREE THAT COMPANY  IS IN NO WAY RESPONSIBLE FOR THE ACCURACY, TIMELINESS, OR COMPLETENESS OF INFORMATION IT MAY OBTAIN FROM THESE THIRD PARTY SOURCES. YOUR INTERACTION WITH SUCH PROVIDERS IS AT YOUR OWN RISK. COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH PROVIDERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.

  3. While Company assists travel agents in providing services to their customers, Company is not a party to any arrangement or agreement between You and Your customers and takes no responsibility in respect of any arrangement or agreement. Company cannot and does not accept any responsibility for the specific terms agreed between You and any customer. Furthermore, Company cannot and does not take any responsibility for the actions of any customer or travel agent, including with respect to payments, trips, etc.

  4. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL COMPANY’S LIABILITY FOR DAMAGES HEREUNDER EXCEED THE LESSER OF (I) AMOUNTS ACTUALLY PAID BY YOU TO COMPANY FOR THE SERVICE OR (I) US$500. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION AND IN THE OTHER PROVISIONS OF THIS AGREEMENT AND THE ALLOCATION OF RISK HEREIN ARE AN ESSENTIAL ELEMENT OF THIS TRANSACTION BETWEEN THE PARTIES, WITHOUT WHICH COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. COMPANY’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND/OR EXCLUSION OR LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.


6. Resolution of disputes

  1. This Agreement shall govern any disputes between You and us. If a dispute does arise between You and Us, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and Company agree that we shall resolve any action, claim or controversy at law or equity (a “Claim”) that arises out of your use of the Services, this Agreement, or the parties’ relationship in connection with the Services or this Agreement in accordance with one of the subsections below or as otherwise mutually agreed by the parties in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by contacting customer service, since most customer concerns can be resolved quickly and satisfactorily in this manner.

  2. Submission to Jurisdiction in Tel-Aviv. You agree that any Claims shall be brought in courts located in Tel Aviv, Israel. Unless otherwise prohibited by applicable law, any Claim must be brought within two (2) years from the date on which such Claim arose or accrued.

  3. Injunctive Relief. You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to us as will be irreparable, the exact amount of which would be impossible or difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that we shall be entitled as a matter of right to seek an injunction from any court of competent jurisdiction, restraining such violation or attempted violation of this Agreement by you, or your affiliates, partners, or agents, without having to post a bond or other security.

  4. Indemnification. You agree to indemnify, defend, and hold harmless Company and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including reasonable attorneys’ fees) that arise directly or indirectly from: (a) breach of this Agreement by you or anyone using your computer or password; (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Service, including any transactions that you conduct or attempt; (c) your violation of any law or regulation; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under law. You agree that your use of the Service, including, without limitation, provision of services in connection with the Service) shall be in compliance with all applicable laws, regulations and guidelines.

  5. Termination.  This Agreement is effective until terminated by You or Company. You agree that Company may for any reason, in its sole discretion and without notice, terminate your account and/or use of the Service. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of this Agreement, (iii) fraudulent, harassing or abusive behavior, or (iv) behavior that is harmful to other users, third parties, the community ethos of our Services or the business interests of Company.  In the event that we terminate your account, you may not register for the Services again without our express permission. If you believe that any action has been taken against your account in error, please contact us at https://www.smtagent.com/contact.  If  Company believes, in its sole discretion, that a violation of this Agreement or any illegal or inappropriate behavior has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of this Agreement or illegal and inappropriate behavior on the Service. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, User Content and behavior of anyone believed to have violated this Agreement or to have engaged in illegal behavior on the Service. Any suspension, termination, or cancellation of your account shall not affect your obligations to Company under this Agreement (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

7. General terms

  1. Applicable Law. This Agreement and all matters arising out of or relating thereto, will be governed by the laws of Israel without giving effect to any choice of law rule. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. Any controversy, claim or dispute between the parties arising out of this Agreement may be tried solely in an Israeli court of law, and the parties hereby irrevocably consent to the jurisdiction and venue of such courts. Before resorting to this alternative, we strongly encourage You to first contact us directly to seek a resolution.

  2. Company requires, and you hereby warrant and represent, that any Personal Data you submit to Company, or during or in connection with your use of the Services, has not been collected, stored, and transferred in violation of any law, regulation, or contractual obligation applicable to you. You shall have sole responsibility for the accuracy, quality, and legality of the data and how you acquired the Personal Data.

  3. You shall have sole responsibility for compliance with various data protection regulations. You should satisfy the data subjects rights such as modification, transfer, deletion, consent etc. Company should not be liable for any failure of the clients to comply.

  4. You shall conduct marketing & communication activities with data subjects in compliance with any laws and regulations on the platform and outside.  Company should not be liable for any failure of the clients to comply. 

  5. You shall have sole responsibility for compliance with all relevant regulations governing the use and protection of any personal data stored by you outside the services. Company should not be liable for any failure of the clients to comply.

  6. Severability and Waiver. If any provision of this Agreement is held to be unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.

  7. No Assignment. You may not assign or otherwise dispose of this Agreement or any rights or obligations under this Agreement without the prior written consent of Company. Any purported assignment by You will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

  8. Entire Agreement. This Agreement, together with the business agreement between Company and the agency, constitute the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Agreements.

  9. Right to Modify. Company reserves the right to modify or replace this Agreement at any time and in Company’s sole discretion. Company will indicate at the top of this Agreement the date such document was last updated. Any changes will be effective immediately upon posting the revised version (or such later effective date as may be indicated at the top of the revised Agreement). It is Your responsibility to regularly check our website to determine if there have been changes to this Agreement and to review such changes. Your continued use of the Service following the posting of any changes to the Agreement will mean Your acceptance of any such changes. If You do not agree to the changes, You must stop using the Service.

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