Terms of Service

 

Barista Software Ltd. (“Barista”, or “us”, “our”, “we”, “barista AI”) provides a platform for managing your calendar ( the “Platform”) by means of a website located at barista-ai.com (the “Site”). These Terms of Service (“Terms”) govern your access and use of the Platform and/or the Site. “You” means any person who uses the Platform to manage his/her calendar, as well as any visitor to the Site.

 

Please read these Terms carefully. These Terms govern your access and use of the Platform and/or Site and any proprietary technology of Barista incorporated therein. By using the Platform and/or visiting the Site you signify your assent to both these Terms and our Privacy Policy, which is available at our Privacy Policy. Changes may be made to these Terms from time to time. Your continued use of the Platform and/or Site will be deemed acceptance to any such amended or updated terms. If you do not agree to any of these Terms, please do not check “I accept” when signing up to the Platform and do not use the Platform and/or Site. Currently, barista AI makes certain versions of the Platform available free-of-charge to you, but barista AI may choose at any time to charge for your future use of the Platform and/or Site and/or change the pricing any time.

 

1. Platform

Subject to the terms and conditions of these Terms, barista shall provide you with access to the Platform.  You may use the Platform on a non-exclusive basis solely for your own personal purposes. You shall not be entitled to any other software (including any other executable or source code) from Barista. No licenses or rights are granted herein by estoppel or by implication. You represent that you have all necessary authority to enter into these Terms and that the execution of these Terms and the receipt of the Platform will not conflict with any legal, regulatory or contractual obligations. You represent that you have the right to allow Barista to access your calendar and use it for the purposes of providing you the services described hereunder. 

2. Restrictions

Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Platform and/or Site; (b) modify the Platform and/or Site, (c) sublicense, sell, distribute or provide the Platform and/or Site to any third party, or (d) bypass any security measure or access control measure of the Platform and/or Site. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Barista in writing in each instance prior to engaging in the activities set forth above.

3. Accounts

Currently, registration for use of the Platform requires having an organizational account with Google or Microsoft. You may register to use the Platform by logging in through Google or Microsoft.  We may change the method of registration at our discretion. By registering through Google or Microsoft you represent and warrant that the Google or Microsoft account and calendar are yours and you have full rights to provide us with the information in this account and calendar. We may refuse to allow any user to open an account for any reason at our sole discretion. You agree to supply accurate and complete information to us when creating your account and when using the Platform, as well as to update such information promptly after any change. You will be responsible for any inaccuracies in the information you provide to us, or for your failure to keep such information up-to-date. Do not share your account or login information with any third party, nor let any third party access your account. You are fully and solely responsible for maintaining the confidentiality of the login information for your account and for the security of your computer system, mobile device and all activity on your account, even if such activities were not committed by you. We may terminate your account if you let someone use your account inappropriately or if you or anyone using your account violates these Terms. You agree to immediately notify us of any unauthorized use of your account. We will not be liable for any losses or damage arising from unauthorized use of the Platform and/or Site, and you agree to indemnify and hold us harmless for any improper or illegal use of the Platform and/or Site, and any charges and taxes incurred, unless you have notified us via email at oren@barista-ai.com.

4. Termination of Account

We may for any reason, in our sole discretion and without notifying you, terminate your account. Grounds for such termination may include (i) extended periods of inactivity, (ii) violation of the letter or spirit of these Terms, (iii) fraudulent, harassing or abusive behavior or (iv) behavior that is harmful to other users, third parties, the community ethos of our Platform and/or Site or our business interests. In the event that we terminate your account, you may not register for the Platform and/or Site  again without our express permission. If you believe that any action has been taken against your account in error, please contact us at oren@barista-ai.com. In addition, if we believe, in our sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, we may take any other corrective action we consider appropriate. We will investigate suspected violations of these Terms or illegal and inappropriate behavior through the Platform and/or Site. Please note that we will fully cooperate with any law enforcement investigation or court order ordering us or directing us to disclose the identity, behavior or activities of anyone believed to have violated these Terms or to have engaged in illegal behavior. You may request termination of your account at any time and for any reason by sending an email to oren@barista-ai.com. Any suspension or termination of your account shall not affect your obligations to us under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, and limitation of liability), including all those obligations, which by their sense and context are intended to survive the suspension or termination of your account.

5. Data; Privacy

In order to provide the Platform and/or Site Barista collects certain data provided by you including any data included in your calendar (“Data”), in accordance with the terms of our Privacy Policy, as amended from time to time.

6. Intellectual Property

Barista has all right, title and interest in the Platform and/or Site including all enhancements, improvements and modifications thereof (“Barista Property”). Barista does not request your feedback regarding the Barista Property. Notwithstanding the foregoing, if you provide Barista with any feedback regarding the Barista Property, Barista may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. 

7. Confidentiality

Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its provision or use of the Platform. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. All pricing information herein and all non-public information in respect of the Platform and/or Site shall be deemed the Confidential Information of Barista.

8. Warranties; Disclaimer

You warrant that you are authorized to provide Barista with access to your calendar as well as to the Data for purposes of receiving the services on the Platform. ANY ACTIONS YOU TAKE BASED WHILE USING THE PLATFORM AND/OR SITE ARE TAKEN AT YOUR SOLE RISK AND WE WILL NOT ACCEPT ANY LIABILITY IN RESPECT THEREOF. YOU SHOULD ALWAYS CHECK ANY INFORMATION PROVIDED THROUGH THE PLATFORM AND/OR SITE TO ENSURE ITS ACCURACY. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or content at any time without prior notice (including after you have submitted an order). The Platform, Site and content are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from Barista. BARISTA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PLATFORM, SITE AND/OR CONTENT MADE AVAILABLE THROUGH THE SAME, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BARISTA DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE PLATFORM AND/OR SITE; OR (II) THAT THE PLATFORM AND/OR SITE WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE PLATFORM AND/OR SITE.            WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE PLATFORM AND/OR SITE OR OTHERWISE.             NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BARISTA, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. IF YOU CHOOSE TO RELY ON SUCH INFORMATION, YOU DO SO SOLELY AT YOUR OWN RISK. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. Indemnification

You shall defend, indemnify and hold Barista (and its affiliates, officers, directors and employees) harmless from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Barista may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from (a) the provision of any Data or content not in compliance with applicable law; (b) breach of these Terms or of any law or regulation; and/or (c) infringement of any right of any third party.

10. Limitation of Liability

In no event shall Barista (or its directors, officers, affiliates, agents or employees) have any liability for any consequential, indirect, special or punitive damages, arising out of or relating to the Site or Platform. The entire liability of Barista (or its directors, officers, affiliates, agents or employees) hereunder shall not exceed the total amount you have actually paid to Barista in respect of the Platform and/or Site in the 12 months prior to the applicable claim. As such, if you have not made any payment to Barista for the use of the Site and/or Platform, Barista will have no liability towards you. In addition to the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission or communications line failure. We are not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Platform and/or Site, including any injury or damage to users or to any person’s mobile device or computer related to or resulting from participation or use of the Platform and/or Site. UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE PLATFORM AND/OR SITE, WHETHER ONLINE OR OFFLINE WHILE USING THE PLATFORM AND/OR SITE.

11. Term

The term of these Terms (“Term”) shall commence on the Effective Date and shall continue in effect for unless terminated by either party by provision of 15 days’ notice. Either party may terminate these Terms upon written notice if the other party shall materially breach these Terms and not cure such breach within 7 days of receipt of written notice thereof from the non-breaching Party. Upon any termination of these Terms, you shall cease all use of the Platform and Site. Sections 2 – 14 of these Terms shall survive any termination or expiration thereof.  Neither party shall have liability for the termination of these Terms in accordance with its terms.

12. Representations

As long as these Terms are in effect between Barista and you, you hereby represent and warrant to Barista as follows: (a) any and all Data and content which will be provided to us in accordance with these Terms has been lawfully obtained; (b) You have provided all necessary notices and/or obtained any and all required consents from any third parties for collecting and processing Data (as required by applicable law); and (c) You shall maintain and be in compliance with all applicable laws, regulations and guidelines relating to collecting or processing of Data and all provided content.

13. Miscellaneous

These Terms constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. Except as expressly set forth herein, these Terms may not be modified or amended except in a writing executed by both parties. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms. Barista may assign its rights or obligations under these Terms to an affiliated company or to a purchaser of all or substantially all of Barista’s assets or share capital, or to any company succeeding to Barista’s business. You shall not assign any of its rights or obligations hereunder without Barista’s prior written consent. Assignments in violation of the foregoing shall be void. The Agreement will be governed and interpreted in accordance with the laws of the State of Israel, without regard to its choice of law principles. All disputes arising out of the Agreement will be submitted exclusively to the jurisdiction of the courts in Tel-Aviv-Jaffa, Israel, and each party hereby irrevocably consents to the jurisdiction of such courts and hereby waives all objections thereto. Each party hereby irrevocably waives any and all right to trial by jury  Notwithstanding the foregoing, either party may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach or threatened breach of these Terms.