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BeeFree Agro LTD - Terms of Use

General

These Terms of Use (the “Terms”) are a legally binding agreement between the User (“you”) and BeeFree Agro Ltd., (“BeeFree” or “we”) using the Website and the Platform.

 

Please carefully read the following Terms to be fully aware of your legal rights and obligations as a User.

 

These Terms govern the access to and use of the Website, the Platform, the Content, the Services and the features contained therein; These Terms supplement other policies we may provide and are not intended to override such policies. 

Accepting the Terms of Use

  1. These Terms shall become effective between you and BeeFree as of the date on which you first commence use of, or otherwise access, the Website, the Platform or any part thereof (“Commencement Date”).

  2. Upon accessing the Website or the Platform, you hereby accept the terms and conditions contained herein and agree to be bound by these Terms with respect to the access and use of the Website or the Platform.

  3. In the event that you are accessing and/or using the Website or the Platform on behalf of a corporation, you represent and warrant that: (a) your execution of these Terms constitutes execution of these Terms both by yourself and such corporation; (b) these Terms constitute a legal, valid and binding obligation of the corporation and are enforceable against such corporation and anyone on its behalf; and (c) any breach of these Terms by such corporation, or any employee, service provider, contractor or anyone acting on such corporation’s behalf (even if not employed or engaged thereby at the time the breach occurred), or anyone that received access to the Website or the Platform or any part thereof, directly or indirectly, from the entity,  shall be deemed a breach of these Terms by such corporation.

  4. BeeFree’s Privacy Policy, available at: "Privacy Policy" applies to the use of this Website or the Platform. By using and/or accessing the Website or the Platform you represent and warrant that you have read and understood the Privacy Policy.

The Website and the Platform

  • You expressly acknowledge and agree that any access to, or use of, the Website, the Platform and/or any Content, and any consequences thereof, are at your sole risk, responsibility and liability and shall be in accordance with these Terms.

  • The form and/or features of the Website and the Platform may change from time to time without prior notice.

  • We may stop (permanently or temporarily) operating the Website and/or the Platform and/or the Services and/or displaying any of the Content (or any parts thereof) and/or restrict or terminate the use of, or access to, the Website and/or the Platform and/or the Services if we believe that the User is in violation of any provision of these Terms and/or if required to do so in order to comply with any applicable laws, statutes, directives, regulations or any other legislation, code of practice or regulatory rules in force in any applicable legal jurisdiction, without liability to us.

Limited License

  • We hereby grant the User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Website, the Platform, the Services and the Content, all under the condition of complying with all obligations under these Terms and under applicable laws (the “License”).

  • Except as explicitly mentioned herein, no other rights, implied or otherwise, are granted.​

The Content

  •  We do not warrant against deletion of any Content or the failure to recreate any Content to or on the Website or the Platform whether it was published on and/or uploaded to the Website or the Platform by us or by any other person or entity.

  • We do not guarantee and/or warrant that the Content is true, accurate, up-to-date, appropriate for use and/or compatible with any law, regulation or other legal requirement.

  • Any use of the Content and/or the Services is at your own risk. You are solely responsible and liable for any act or omission (including any decision and/or transaction) based on the Content. We bear no responsibility whatsoever with respect to any Content and/or any such act or omission.

  • We shall have the right to collect and analyze data relating to the provision, use, and performance of various aspects of the Website or the Platform and Services (including, without limitation, information concerning Content and data derived therefrom), and we will be free to (i) use and otherwise exploit such information and data to monitor, improve and enhance the Website or the Platform and Services and for other development, diagnostic and corrective purposes in connection with the Website or the Platform and Services, and (ii) use, reproduce and disclose Website or the Platform information, data and material (including Content) that is anonymized, de-identified, aggregate or otherwise rendered not reasonably associated or linked to a User (“De-Identified Data”) for product improvement and other lawful purposes, and such De-Identified Data will be owned by us, and we shall have no obligation to pay royalties or any other payment whatsoever with respect thereto.

  • You hereby acknowledge that any access to the Content by you through the Website or the Platform will be revoked following the expiration or termination of the Services or these Terms.

  • You hereby grant us a limited, non-exclusive, worldwide, royalty-free license to access, use, process, copy, distribute, perform, export and display any and all ‘User Content’ (and all copyright, publicity, trademarks, database rights, and intellectual property in the User Content), in any media known now or in the future, as may be necessary (i) for the provision of the Platform and Services and any updates thereof, (ii) to address any security, maintenance, support or technical issues, (iii) to comply with any applicable laws, statutes, directives, regulations or any other legislation, codes of practice or regulatory rules in force in any applicable legal jurisdiction, (iv) for the production of the Derivative, and (v) as permitted by the User in writing.

External Sites

  • The Services may enable access to External Sites.

  • Use of an External Site is subject to the terms of use of such External Site.

  • You acknowledge and agree that we are not responsible for any External Site, and shall have no liability or responsibility whatsoever to you or any third party regarding any access to and/or use of any External Site or any content therein.

  • We make no representation that any External Site is appropriate or available for use in any particular location.

  • You acknowledge and agree that we are not responsible for any services of third parties that may be offered via the Website or the Platform, and shall have no liability or responsibility whatsoever to you or any third party regarding any use of such offered services and/or use of any of them.

Restrictions on Content and Use of the Website or the Platform

  • You represent and warrant that:

  • you are at least 18 years old;

  • you are not a person who is either barred or otherwise legally prohibited from receiving the Services or using the Website or the Platform under the laws of the country in which you are a resident or from which you use or access the Website or the Platform; and

  • your access to or use of the Website or the Platform are consistent with these Terms and all applicable laws, rules and regulations.

  • You may not do any of the following while accessing the Website or the Platform or using the Services and shall not permit or encourage any other User or third party, to directly or indirectly:

  • use the Website or the Platform and/or the Services other than in compliance with these Terms and all applicable local, state, federal, and national, laws, statutes, ordinances, rules and regulations;

  • facilitate or encourage any violation of these Terms;

  • except as otherwise provided in these Terms, copy, reproduce, print, download or save a copy, republish, display, perform, advertise, distribute, transmit, broadcast, decompile, reverse engineer, disassemble, attempt to derive the source code of, adapt, modify, create derivative works from, sell, rent, lease, license, loan or otherwise make available or exploit in any form or by any means all or any portion of the Website or the Platform or any Content, for any purpose;

  • remove or alter any patent numbers, copyright notices, trademark notices or other proprietary notices or identifying marks, symbols or legends included in the Website or the Platform;

  • use the Website or the Platform for any unlawful purpose or for the promotion of illegal activities;

  • use the Website or the Platform in a way that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

  • use the Website or the Platform for interfering with, or disrupting (or attempting to do so), the access of any person, host or network, including, without limitation, by uploading and/or sending software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware; overloading, flooding, spamming, mail-bombing; or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Website or the Platform;

  • do anything that could disable, overburden, or impair the proper activity of the Website or the Platform;

  • use the Website or the Platform for the benefit of a person other than yourself or the entity on behalf of which you are using the Website or the Platform;

  • use the Website or the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or Intellectual Property Rights;

  • circumvent, disable or otherwise interfere with security-related features of the Website or the Platform or features that enforce use limitations;

  • use any robot, spider, or other automated device, process or means to access, retrieve, scrape or index any portion of the Website or the Platform and/or Services;

  • deep-link to the Website or the Platform and/or the Services without our consent;

  • engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;

  • access or use any part of the Website or the Platform or Services for competitive analysis or to build a product or service which competes with the Website or the Platform or Services; or

  • use the Website or the Platform or Services in a manner that could otherwise cause damage to us or any third party.

  • You may provide links to the Website or the Platform, provided that (a) you do not remove or obscure the copyright notice or other notices on the Website or the Platform, (b) you do not deep-link (i.e. include a link to one of our web pages other than the Website or the Platform home page) to the Website or the Platform for any purpose, (c) the site from which you provide the links to the Website or the Platform does not engage in illegal, gambling or pornographic activities, and (d) you discontinue providing links to the Website or the Platform immediately upon request by us.

No Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE OR THE PLATFORM, THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND BEEFREE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE OR THE PLATFORM, THE SERVICES AND THE CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, USEFULNESS, SECURITY, RELIABILITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OR OF FITNESS FOR A PARTICULAR PURPOSE.

  • Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you in such jurisdictions.

Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL BEEFREE, ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR AGENTS, BE LIABLE FOR (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, (B) LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND, RESULTING IN ANY WAY FROM (I) USER’S, ACCESS TO, OR USE, INABILITY TO USE, OR RELIANCE ON THE WEBSITE OR THE PLATFORM, THE SERVICES, ANY CONTENT AND/OR EXTERNAL SITE, (II) ANY ERRORS, OMISSIONS OR OTHER INACCURACIES IN ANY CONTENT INCLUDED IN THE WEBSITE OR THE PLATFORM AND/OR IN ANY EXTERNAL SITE, (III) ANY OTHER MATTER RELATING TO THE WEBSITE OR THE PLATFORM, THE SERVICES, THE CONTENT AND/OR ANY EXTERNAL SITE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), EVEN IF BEEFREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, (C) ANY CLAIMS OF USERS IN CONNECTION WITH THE WEBSITE OR THE PLATFORM, OR FOR (D) ANY THIRD PARTY CLAIMS AGAINST THE USER. NOTWITHSTANDING THE AFORESAID, NOTHING HEREIN EXCLUDES OR LIMITS LIABILITY FOR (I) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (II) FRAUD OR FRAUDULENT MISREPRESENTATIONS, OR (III) ANY MATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT, OR TO ATTEMPT TO EXCLUDE OR LIMIT LIABILITY.

IN NO EVENT SHALL THE TOTAL LIABILITY OF BEEFREE, ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR AGENTS, TO ANY USER, AND/OR ANY THIRD PARTY, FOR ALL DAMAGES EXCEED THE AMOUNT OF FEES PAID BY THE USER, TO BEEFREE FOR THE SERVICES PROVIDED UNDER ANY AGREEMENT BETWEEN THE PARTIES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY IN EACH CASE, WHETHER OR NOT BEEFREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Any cause of action by the User with respect to the Website or the Platform and/or the Services must be instituted within one (1) year after the cause of action arose.

  • Some jurisdictions do not allow the exclusion or limitation of liability for personal injury, or incidental or consequential damages, so the limitations above may not apply to you in such jurisdictions.

Indemnity

You shall indemnify and hold BeeFree and its directors, officers, employees, agents, partners, and licensors harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs), related to any demand or claim brought against BeeFree by any third party, due to or arising out of any use of the Website or the Platform or the Services or the Content, violation of these Terms and/or any applicable law, and/or the violation of any rights of another party, by the User.

Ownership

  • You hereby acknowledge that all Intellectual Property Rights, ownership, title and interest in the Website or the Platform, the Content (excluding External Sites), the Derivative and the related patent rights, copyrights, trade secrets, trademarks and all other related Intellectual Property Rights, are and shall remain the sole and exclusive property of BeeFree, and may be shared with third parties to BeeFree’s sole discretion. Without derogating from the above, BeeFree reserves all proprietary rights in and to all designs, engineering details and other data pertaining to the Website, the Platform the Content and the Derivative.The Website or the Platform contains proprietary information and trade secrets that are owned by BeeFree, and are protected by applicable intellectual property and other laws, including but not limited to copyright.

  • All copyrights in and to the Website or the Platform, the Content (excluding External Sites) and the Derivative, are owned solely and exclusively by BeeFree (and/or by its licensors), who reserve all their rights in law and equity. You are not granted any right and/or license, or ownership including any copyright, trademark or other Intellectual Property Rights to the Website or the Platform or to any Content or any Derivative, other than as explicitly set forth in these Terms.

  • THE USE OF THE WEBSITE OR THE PLATFORM, THE SERVICES, THE CONTENT OR ANY PART THEREOF, OTHER THAN AS PERMITTED IN THESE TERMS, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF BEEFREE AND/OR OF OTHERS AND MAY BE SUBJECT TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES FOR COPYRIGHT INFRINGEMENT.

  • BeeFree reserves all rights not expressly granted under these Terms.

  • You agree that the “BeeFree” trademark, trade name, service mark, graphics, logo and other brand features used in connection with the Website or the Platform and the Services, are trademarks or registered trademarks of BeeFree (collectively, the “BeeFree Marks”). Nothing in these Terms gives a right to use or display BeeFree Marks in any manner.

  • You hereby grant BeeFree a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce and distribute any and all User Content and all copyright, publicity, trademarks, database rights and Intellectual Property Rights that User has or may have in the User Content, in any media known now or in the future.

  • Other than as set forth in these Terms, we hereby acknowledge that all rights, ownership, title and interest in the User Content and the related patent rights, copyrights, trade secrets, trademarks and all other related Intellectual Property Rights, are and shall remain the sole and exclusive property of the User.

  • You may, at your sole discretion, provide your input regarding the Services and/or the Website or the Platform, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Services, products and/or services (collectively “Feedback”). We shall be entitled to use Feedback for any purpose without notice, restriction or remuneration of any kind. The use of the Feedback, if any, shall be at BeeFree’s sole discretion, and BeeFree, in no way, shall be obliged to make use of any kind of the Feedback or part thereof. BeeFree shall be the sole owner of any rights in any inventions, developments, improvements, know-how, concepts, techniques, or other intellectual property rights in the Feedback and/or developed or conceived by BeeFree as a result of any Feedback and you hereby permanently assign to BeeFree, any ownership rights and any other right in the Feedback and waive any moral rights you may have thereto. You acknowledge and agree that you will not improperly use or disclose to us any confidential information or trade secrets of any third parties and will not breach any obligation of confidentiality that you may have to any third party.

Termination

  • These Terms commence as of the Commencement Date, and for as long as you continue to use the Website or the Platform, and shall remain in effect until the expiration or replacement of these Terms with new terms (consensually or pursuant to the provisions of these Terms).

  • Without derogating from our right to terminate these Terms, we, to our sole discretion, without notice to you, may terminate these Terms upon your failure to comply with any of the provisions of these Terms, without prejudice to our right to be indemnified for its damages and for any other right and remedy. It is hereby clarified, that although we have no obligation to monitor your use of the Services, we may do so at our own discretion and may terminate these Terms, as detailed above, if we believe that any use of the Services may be (or is alleged to be) in violation of these Terms or applicable laws, regulations, guidelines, professional standards, codes of conduct, etc.

  • In all such cases, these Terms shall terminate, but the provisions which by their nature would continue beyond termination (including, without limitation, the provisions of Sections ‎8-16), shall survive such termination for any reason and shall continue to apply.

  • Upon termination of these Terms: (a) the License shall immediately expire; (b) the User shall cease any use of the Website or the Platform and/or the Services; (c) the User will lose any access to the Content; and (d) we reserve the right (at our sole discretion) to permanently delete any Content at any time following the effective date of termination of these Terms, and you hereby waive any rights and/or remedies with respect to such deletion of Content. 

Governing Law and Jurisdiction

  • These Terms shall be governed and construed in accordance with the substantive laws of the state of Israel, without reference to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

  • You hereby irrevocably submit to the exclusive jurisdiction of the courts of Tel Aviv, Israel, to resolve any dispute arising out of or pursuant to these Terms, and you hereby consent to the exclusive jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. Notwithstanding the above, you agree that we shall still be allowed to apply for injunctive remedies in any jurisdiction.

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This version was last updated on January 22, 2024.

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Our Website available at: https://beefreeagro.com/

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Our “” means BeeFree’s proprietary software, developed and managed by BeeFree, in its latest version, together with any relevant documentation, content, and services, which may be connected to a drone, and which will be made available by BeeFree to you or to the organization that you are employed by, as a mobile App and/or as a web-based platform service via the internet (available at: https://console.beefreeagro.com/) (the “Operational Website”).

Miscellaneous

  • Severability. In the event that any provision of these Terms is held to be invalid or unenforceable, that provision shall be construed, limited, modified or deleted, to the extent necessary to eliminate any invalidity or unenforceability, and the remaining provisions of these Terms remain in full force and effect.

  • Waiver. No waiver on the part of BeeFree of any right under these Terms shall be effective unless in writing and signed by BeeFree’s duly authorized representative. No waiver on the part of BeeFree of any past or present right arising from any breach or failure to perform shall be deemed as a waiver of any future right arising under these Terms.

  • Assignment. You may not assign, subcontract or otherwise transfer any of your rights and/or obligations under these Terms. BeeFree may assign and/or subcontract some or all of these Terms to any third party in connection with a merger, acquisition, sale of assets, by operation of law, or otherwise. These Terms shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

  • No Third-Party Beneficiaries. These Terms do not create any obligation of BeeFree to any third parties, nor shall they be deemed to create any rights or causes of action on behalf of any third parties.

  • Changes to these Terms. BeeFree may change these Terms from time to time, at its own reasonable discretion and encourages you to review them periodically. BeeFree will provide the User with written notice of substantial changes to these Terms on the Website or the Platform. Such substantial changes will take effect fifteen (15) days after such notice was provided on the Website or the Platform, or as required by law. All other changes to these Terms are effective immediately upon publication of the updated Terms on the Website or the Platform. Your continued use of the Website or the Platform and/or Services after the publication of the updated Terms will be deemed acceptance of any and all such changes.

Contact Information

  • In case of any questions or comments regarding these Terms, please contact us at:

  • Email: sales@beefreeagro.com

  • Postal address: HaCarmel 3, Yokne’am Ilit

Definitions

  • For the purpose of these Terms:

  • “Content” means any input or data uploaded, displayed or otherwise available on the Website or the Platform, including, but not limited to text, pictures, or any other form of information.

  • “Derivative” means any input or data derived from the Content, the User Content, the Platform, the Website or of the use thereof, of the used of the Services).

  • “External Sites” means third-party websites, plug-ins or applications.

  • “Intellectual Property Rights” means all intellectual, moral, industrial and/or proprietary rights, now or hereafter, recognized under any applicable law anywhere in the world, whether issued or pending, registered or unregistered, including, but not limited to (i) all forms of patents; (ii) inventions and/or discoveries (whether patentable or not); (iii) rights associated with works of authorship, including but not limited to copyrights and mask works; (iv) trademarks and service marks, trade names, domain name registration; (v) designs (whether or not capable of registration), design rights; (vi) database rights; (vii) trade secrets and know-how; (viii) all rights to confidential or proprietary information; (ix) any rights analogous to those mentioned herein; (x) all derivative works thereof; and (xi) any current or future applications, renewals, extensions, provisionals, continuations, continuations-in-part, divisions, re-exams and reissues thereof, and all of the tangible embodiments thereof.

  • “Isolated Environment” means an isolated environment on the Platform that may be designated for the exclusive use of a User as part of the Services provided to that User pursuant to any commercial agreement by the parties (including but not limited to the ‘free trial’ services), and that can only be accessed by such User and by us as may be necessary for the provision of the Platform and the Services, all in accordance with and for the purposes permitted in these Terms.

  • “Platform” means BeeFree’s proprietary software, developed and managed by BeeFree, in its latest version, together with any relevant documentation, content, and services, which may be connected to a drone, and which will be made available by BeeFree to you or to the organization that you are employed by, as a mobile App and/or as a web-based platform service via the internet (available at: https://console.beefreeagro.com/).

  • “Services” means the services provided on the Platform and Website, including the ability to access External Sites or links that may be embedded within the Website and any other actions or items supported by or accessible through the Website.

  • “User” means any person or entity accessing, using or viewing the Website or the Platform or using the Services.

  • “User Content” means any input or data published, displayed, uploaded and/or posted by the User to an Isolated Environment (as defined below).

  • “Website” means BeeFree’s website available at: https://beefreeagro.com/, including all Services available therein. 

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This version was last updated on January 29, 2024.

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