Terms of Service
Thank you for joining Fireberry's family. We are delighted to have you on board and hope you will find our products and services useful to your business.
Please read these Terms of Service ("Terms") carefully and thoroughly, as they are a legally binding agreement between you, either individually, or on behalf of your employer or any other entity which you represent ("you" or "your"), and Fireberry LTD ("we", "us", "Fireberry" or "our") as of the effective date as defined below.
These Terms of Service govern your access to and use of the Fireberry Services and Additional Services, as well as your access to and use of any website controlled or operated by Fireberry that links to these Terms (the "Sites").
By using Fireberry Sites, Services, and Additional Services, you automatically agree to our Privacy Policy Statement, our DPA, and to these Terms, along with any other terms and policies referenced herein and/or posted here https://www.fireberry.com/legal/terms-and-policies.
If you are agreeing to these Terms on behalf of your employer or a legal entity, you are asserting and confirming that (i) you have the legal authority to bind your employer or such legal entity to these Terms; and (ii) you are agreeing and accepting these Terms on behalf of your employer, or such legal entity, in a way that shall bind your employer or such legal entity to these Terms. After agreeing to these Terms on behalf of your employer or such legal entity, the term "you" and/or "your" shall also refer to your employer or such legal entity, as applicable.
YOU HEREBY ACKNOWLEDGE AND RECOGNIZE THAT THESE TERMS ARE LEGALLY BINDING, AND YOU CONFIRM AND EXPRESS YOUR CONSENT TO THESE TERMS BY EITHER: (I) ACCESSING OR UTILIZING THE SERVICES, SITES, AND/OR ADDITIONAL SERVICES; OR (II) EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS; OR (III) SELECTING AN ACCEPTANCE BUTTON OR CHECKING A CHECKBOX TO INDICATE YOUR ACCEPTANCE OF THESE TERMS, WHICHEVER OCCURS FIRST (THE "EFFECTIVE DATE"). IF YOU DO NOT CONSENT TO ABIDE BY AND BE LEGALLY BOUND BY THESE TERMS, OR IF YOU LACK THE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), DO NOT ACCEPT THESE TERMS, AND YOU SHALL NOT BE PERMITTED TO USE FIREBERRY'S SITES, SERVICES, AND ADDITIONAL SERVICES. PLEASE BE AWARE THAT WE RESERVE THE RIGHT TO ASK FOR PROOF OR CONFIRMATION THAT YOU ARE AUTHORIZED AND ABLE TO BIND YOUR EMPLOYER OR THE LEGAL ENTITY YOU REPRESENT TO THESE TERMS.
means any products and services owned and/or developed by Fireberry that the Customer orders under an Order Form or through an online purchasing process, whether paid or free, including, but not limited to: (i) software systems; (ii) mobile applications; and (iii) any SaaS solution, along with all functionalities, application programming interface (API), and tools offered as part of Fireberry's products and services.
Means employees, consultants, agents, co-workers, and/or any other individual authorized to use the Fireberry Service on behalf of you, your employer, or your legal entity.
Means a unique account created by an individual or legal entity specifically for the purposes of accessing, utilizing, and/or purchasing Fireberry Services.
means an individual, group, and/or legal entity that creates a Fireberry Account and registers it under their name in accordance with these Terms.
Means a collection of settings and information associated with an Authorized User in an Account, such as, but not limited to, photos, logos, first and last name, and nickname.
Means the User who is the first to set up an Account is automatically designated as the Account's Administrator and will have special privileges and controls over the Account, such as, but not limited to: (i) managing access to the Account; (ii) controlling use of the Account by other Authorized Users; (iii) upgrading and/or downgrading the Fireberry Customers' Services; (iv) deleting, removing, changing, and/or modifying Fireberry Customer's data; and (v) adding and/or replacing Account Administrators.
Means any software, API, apps framework, design, design system, text, editorial materials, informational text, documentation, photographs, illustrations, audio clips, video clips, artwork, and other graphic materials, names, logos, trademarks, and service marks (excluding Customer Data), any and all related or underlying know-how, technology, or intellectual property, and any modifications, enhancements, or derivative works of the foregoing, including application interface design, and any other product unique to Fireberry as a legal entity that is part of, or connected to, Fireberry Sites, Services and Additional Services.
Means applications, products, services, tools, content, software code, software services, implementation, additional services, and/or materials that are offered or made available to you by another entity authorized by Fireberry, in connection with Fireberry Services or Sites, or through the use of Fireberry Sites via links or any other methods.
Means any online, printed, or otherwise in-product form entered into between Fireberry and the Customer that stipulates and lists, including, but not limited to, the following: (i) Subscription Plan; (ii) Subscription Term; (iii) related fees.
Means your right to use Fireberry Services and other Additional Services as defined in these Terms.
Means the Service provided under a Subscription for the Subscription Term specified in the Order Form or in any other agreement you have with Fireberry that links to these Terms.
Means the term for which you are able to use or access the Fireberry Service (monthly or yearly), as specified and defined in the Order Form or in any other applicable agreement you have with Fireberry that links to those Terms, including any additional renewals of such term.
Means your acceptance of these Terms and the terms specified and defined in the Subscription Plan, either by completing our online subscription process, signing an Order Form, or signing a separate agreement that links to these Terms and submitting it to Fireberry.
Means any information you provide to Fireberry in regard to your use of Fireberry Services, Sites, and/or Additional Services that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to an individual.
Means any images, reports, personal information, files, attachments, or any content transmitted, submitted, or uploaded by you and/or any User through our Services, Sites, and/or Additional Services.
Means any information that is protected against unwarranted disclosure, including, but not limited to: (i) Social Security or Tax Identification number, passport number, driver’s license number, or similar identifiers; (ii) credit or debit card numbers and bank account numbers; (iii) passwords, employment information, and biographic information; and (iv) protected health information (HIPAA), or other private/confidential information specifically included in applicable legislation/regulation, such as, but not limited to, GDPR and Regulation 2016/679, Article 9(1) of the GDPR, or any other similar legislation/regulation.
Means fourteen (14) days of access to Fireberry Services without remittance or future obligation, as outlined in a specific Subscription Plan.
Means (i) "protected health information" as defined under 45 C.F.R. § 160.103; and (ii) any other patient or health information protected under the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), as well as the regulatory revisions implemented pursuant to the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act").
Means Application Programming Interface.
Means professional services, including, but not limited to, implementation, training, consulting, and other professional services that are ancillary to the Services and are provided by Fireberry to you in accordance with the terms of an applicable Order Form.
To use Fireberry Services and Additional Services, you must be at least 16 years old or above. You will be asked to create a unique Account and register it under your name by providing, among other things, your email address, your first and last name, and your telephone number. After completing the Account creation process, you shall be deemed a Fireberry Customer and be considered as such until the end of the Subscription Term or until the cancellation or termination of your Subscription Agreement.
When creating a Fireberry Account, or when you are added as a User on an existing Account, you must provide accurate, complete, and up-to-date information about you or the person or entity for whom you are creating the Account. Please be aware that it is your responsibility to modify and/or update your Account information as needed. Acceptance of these Terms acknowledges that failure to provide complete, accurate, and up-to-date information, as mentioned above, may lead to an Account suspension as described and defined in Section 7.4 of these Terms, or in some instances may lead to an Account termination, at the discretion of Fireberry.Fireberry may require you to provide information that may be used to confirm your identity and to ensure that your Account and your User Profile are secure. In case of losing access to an Account, or when requesting information about the Account, we reserve the right to request from you, or any Authorized User on your Account, any verification of identity that we deem necessary before restoring access to your Account or before divulging any information details about your Account.
When creating a new Fireberry Account, or when you are added as a User on an existing Account, you hereby agree to: (i) be fully responsible for any activities that occur in your Account or under your User Profile (as applicable); (ii) be fully responsible for any integration or any use of Third-Party Services in connection with Fireberry Services; (iii) ensure you are taking necessary security measures to keep your password safe and secure; (iv) be available to receive phone calls or electronic messages via email, through our Services, or by any other method we may deem necessary from Fireberry about your Account (you may opt-out from receiving commercial and/or non-essential messages here); (v) notify us without delay about any unauthorized access or unauthorized usage of your Account, including any unauthorized access or use of your User Profile.
During the Subscription Term, and subject to these Terms, you and your Authorized Users are authorized to use Fireberry Services as defined in your Subscription Plan or as permitted in a separate agreement between you and Fireberry. Unless specifically permitted herein, or otherwise in a separate agreement between you and Fireberry, while using Fireberry Services you shall: (i) not license, lease, give away, timeshare, sublicense, disclose, publish, assign, sell, distribute, host, outsource, or share Fireberry Services and Materials with any third party for commercial purposes or otherwise for any reason that is not specifically allowed under these Terms; (ii) not circumvent, disable, or otherwise interfere with security-related features of the Sites or Services or features that prevent or restrict the use of copying of any content or that enforce limitations on use of the Services or Sites; (iii) not reverse engineer, decompile, or disassemble, decrypt, or attempt to derive the source code of the Services or Sites, or any components thereof; (iv) not modify, translate, patch, copy, improve, change, alter, or create any derivative works of the Services or Sites, or any part thereof; (v) not take any action that imposes or may impose an unreasonable or disproportionately large load on the Fireberry network, Services, Sites, or infrastructure that supports the Services or Sites, or through excessive API calls or other non-standard use; (vi) not interfere or attempt to interfere with the integrity or proper working of the Services or Sites, or any related activities; (vii) not translate, modify, adapt, copy, or create derivative works based upon Fireberry Services and/or Materials for any purposes; (viii) use Fireberry Services and/or Sites in any way that conforms with the restrictions set forth in the Subscription Agreement and these Terms; (ix) use Fireberry Services and Sites in a way that conforms with our Acceptable Use Policy, as amended from time to time, and as posted here; (x) not send unsolicited (spam) messages of any kind, including, but not limited to, text messages; (xi) not send offensive, hurtful, abusive, violent, racist, sexist, or any other kind of abusive communication, including text messages, to anyone through the use of Fireberry Services and Sites; (xii) not use the Services or Sites for competitive purposes, including to develop or enhance a competing service or product; and (xiii) not encourage or assist any User and/or third party to act in contradiction to any of the foregoing. Be aware that Fireberry may monitor your compliance with the restrictions imposed in your Subscription Plan or under these Terms, and in the instance of overuse of Fireberry Services or Sites in connection with the above-detailed restrictions, we may upgrade your Subscription Plan to the appropriate higher Subscription Level Plan, and you shall pay the differences between the plans.
Fireberry Customer shall solely be responsible and liable for their Account use and for the use of each User under their Account, including but not limited to: (i) their compliance with these Terms; (ii) their use of the Services and documentations under their Account, including the quality and integrity of any data and other information made available to us by, or for, them through the use of our Services under these Terms; (iii) understanding their role as Administrator(s) with regard to their privileges, control of the Services, their ability to permit access to different Users, for controlling whom they permit to become an Authorized User, and for designating and maintaining the settings and privileges for any such Authorized User; (iv) their responsibly and liability for any loses, damages and/or expenses incurred by us or by any Third-Party Services due to the unauthorized or negligent use of their Account, be it by Fireberry Customer or by any User and/or by any third party with access and/or authorization to their Account.Fireberry Customer acknowledges that any action taken by a User of their Account is deemed by us as authorized by the Customer. Therefore, the Customer shall be responsible for any action taken by any User under the Customer Account, as detailed herein.
Fireberry is under no obligation to upgrade, improve, or modify any of its Services as outlined in these Terms. Additionally, Fireberry is not required to inform you of any updates, changes, or enhancements to the Services, whether through public or private announcements. We retain the right to add, alter, modify, or discontinue any features, functionalities, or tools provided through the Services, Sites, and/or Additional Services at our discretion without prior notice.
Subject to these Terms and all policies referenced herein, during the Subscription Term, you may be entitled to gain access to our self-help guides, private support chats, questions and answers section, remote support services, and/or other support resources and tools that we may offer from time to time. To learn more about our support services, please click here. Should you purchase an eligible enterprise-tier Subscription Plan, you are entitled to receive priority support and an uptime commitment for the purchased Service from Fireberry, in accordance with the terms outlined in the Service Level Agreement (SLA), as amended from time to time at Fireberry’s discretion.
Fireberry has the undisputed right to rely on any information provided by the Fireberry Customer who registered an Account for our Services. Fireberry will determine who is the rightful owner of the Account based on the Customer's information provided. In any case of Account disputes between you and any other User and/or a third party, you hereby agree to resolve the dispute directly with the other User and/or the third party claiming ownership of the Account. Fireberry is under no obligation to resolve disputes between individuals, groups, or entities regarding ownership of a Fireberry Account. In limited circumstances, and so long as the disputed parties associated with your Account did not provide Fireberry with written instructions on how such a dispute may be settled, Fireberry may, at its sole discretion, determine which party in a dispute is the rightful owner of the Account and the rightful Administrator, along with Administrator privileges, based on the following parameters: (i) If the owner of the Account is listed as a corporation, Limited Liability Company, or other registered entity, Fireberry may rely on public records (to the extent they are available) concerning the appropriate authorized executive or manager of the legal entity; or (ii) if the owner of the Account is listed as “doing business as" (DBA), sole proprietorship, or any other entity for which public records are not readily available online, Fireberry may assume that the individual, group, or entity that has been making payments on the Account has the authority to manage the Account.
We may offer Additional Services that can be purchased during your Subscription Term. The amount charged for any such Additional Services is in addition to the Subscription Fees for the Services. If you purchase Additional Services on a recurring basis, they will be considered part of your Subscription and will renew in accordance with your Subscription Agreement. Unless expressly stated otherwise in your Additional Service's Order Form, if the Additional Services purchased involve a specific number of hours, those hours will expire as indicated in the applicable description of the Additional Services, and the expiration period will commence upon the purchase of such Additional Services ("Expiration Period"). If there are deliverables included in the purchased Additional Services, delivery is expected to be completed within the period indicated in the applicable description of the Additional Services ("Delivery Period"). Should we fail to provide you with such Additional Services within the Expiration Period or Delivery Period due to your failure to make yourself and/or your Users available to accept such Additional Services, or due to your failure to perform your obligations under these Terms or additional terms associated with the Additional Services, such Additional Services will be deemed to be completed, and all of Fireberry’s obligations with regard to such Additional Services will be considered fulfilled at the end of the Expiration or Delivery Period. If we fail to provide you with such Additional Services within the Expiration Period or Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Expiration Period or Delivery Period will be extended to allow us sufficient time to complete the Additional Services. We retain the right to provide some aspects of the Additional Services through Third-Party Service providers, based solely on what we deem necessary and at our discretion.
Be aware that Fireberry's Additional Services are non-transferable, non-cancellable, and non-refundable. For more information about our Additional Services, including costs and usage periods, please visit our pricing page.
As an integral part of our Services, we offer an Application Programming Interface (API) that facilitates additional ways to access and use the Services. Such API is designed primarily to create interoperability and integration between our Services and other products, services, or systems that you or Customers may use for internal business purposes. Without derogating from Sections 2.4 and 4 hereof, your use of the API is strictly for the purposes for which it was created and must comply with these Terms, and our latest Developer Terms, as amended from time to time. Fireberry reserves the right at any time and at our sole discretion to modify, discontinue, temporarily or permanently, access to the API without advance notice. The API is subject to changes and modifications, and you are solely responsible for ensuring that your use is compatible with the current version.
In connection with Fireberry Services, Fireberry Customers retain all ownership rights, title, interest, and control of their Customer Data. Subject to these Terms, Fireberry Customers shall grant Fireberry a non-exclusive, worldwide, and royalty-free limited license to access, copy, process, use, distribute, export, perform, and display their Customer Data, and solely to the extent that utilizing Customer Data for display in our Services constitutes a modification or derivative work, the foregoing license also includes our right to make such modifications and derivative works. Fireberry's limited license to use your Customer Data shall be granted for the following purposes: (i) to investigate when we have a good faith belief or have received a complaint alleging that such Customer Data is in violation of these Terms; (ii) to fulfill and maintain the agreed-upon Services in accordance with your Subscription Agreement(s); (iii) to prevent and/or address technical or security issues and resolve any support requests; (iv) to comply with valid legal obligations such as, but not limited to, a court or regulatory subpoena, or our necessary cooperation with other lawful processes; and (v) as expressly permitted by you in writing. Be aware that Fireberry's limited license, as detailed herein, endures regardless of your continued use of our Services and/or Sites or your status as a Fireberry Customer.
With regard to your Customer Data, you hereby assert and confirm that: (i) you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all your Customer Data; (ii) your Customer Data complies with and is subject to our Acceptable Use Policy; (iii) you have obtained all rights, consents, permissions, power, licenses, and/or authority necessary for the rights granted herein, for, or on behalf of, any Customer Data that you submit, upload, and/or transmit to our Services, Sites and/or Additional Services; (iv) your Customer Data does not violate any applicable local, state, federal, or international laws, ordinances, or regulations; and (v) you have taken all necessary steps to ensure your Customer Data is not exposed to any unauthorized users or unauthorized activity.You are hereby obligated to notify us promptly of any unauthorized use, activity, and/or access to your Account.
You hereby acknowledge and agree not to upload, submit, or transmit any data protected by law or not meant to be used as part of our Services. You are responsible for ensuring that suitable safeguards are in place prior to permitting Authorized Users to submit, transmit, upload, or process Sensitive Data to or through our Services and/or Sites.
Fireberry shall have no additional liability, including, without limitation, any indemnification obligations, in connection with any Sensitive Data transmitted or processed via our Services and/or Sites.If a Fireberry Customer is a Covered Entity or Business Associate, as defined under HIPAA, before the Fireberry Customer may use Fireberry Services, the Customer must enter into a separate Business Associate Agreement with Fireberry, in compliance with HIPAA regulations.
To reduce the risk of unauthorized use and disclosure of your Personal Data or your Customer Data, Fireberry maintains appropriate precautions and organizational security measures. To learn more about our security measures and precautions, please visit our Security Page, as amended from time to time.
To prevent any unauthorized use and disclosure of your Personal Data or your Customer Data, you hereby assert and agree to: (i) protect the password to your Fireberry Account and Services; (ii) limit access to your Account and devices linked to your Account and Fireberry Services, for your use or use by Authorized Users only; and (iii) ensure you sign out of our Services and Sites at the end of each session.
Unless specifically stated otherwise in these Terms or a separate agreement between you and Fireberry, you hereby assert and agree to Fireberry's use and sharing of your Personal Data and Customer Data in accordance with our Privacy Policy Statement and our DPA, which is an integral part of these Terms. These Terms, our Privacy Policy Statement, and our DPA shall govern the collection, use, retention, processing, and storage of your Personal and Customer Data.
You shall adopt, implement, and comply with your own "privacy policy statement" with respect to the data you collect and use about your customers. Your privacy policy statement shall be posted in a conspicuous, visible, and accessible format so that your customers will be aware of your data collection and data use practices with respect to any such customer data that you obtain from the use of our Services, or customer data that is provided to us based on provisions in these Terms. Your privacy policy statement will otherwise comply with applicable laws, ordinances, and/or regulations.
By accessing and using our Sites and Services, you accept and agree to be bound by our Data Processing Agreement (DPA), as amended from time to time. Our DPA governs how we process, transfer, and store your Personal Data and Customer Data, and forms an integral part of these Terms.
Our Sites and Services may offer features allowing you to publicly submit information, photos, comments, and other materials ("Public Submissions"). By submitting and sharing such Public Submissions with others through our Sites and/or Services, you hereby agree to grant us an ongoing, unlimited, and royalty-free license to copy, reproduce, process, adapt, use, access, transmit, host, and display such Public Submissions in any media forum and for any reason, including but not limited to promotional purposes. Following the foregoing, and subject to any governing law or regulation, you hereby acknowledge that such Public Submissions shall become Fireberry property and you waive any legal claim you may have on such Public Submissions.
Before you submit Public Submissions through our Services and/or Sites, you hereby confirm that: (i) we are not responsible for or in control of other Public Submissions posted on or to our Sites and/or Services; (ii) by using our Sites and/or Services, you may be exposed to inaccurate, misleading, offensive, and/or insulting Public Submissions posted by other Fireberry Customers, Users, or third parties; (iii) you have obtained all rights, permissions, consents, power, licenses, and/or authority necessary for the rights granted herein to make any Public Submission through our Sites and Services, as well as to post or display in or through our Sites and Services; and (iv) any Public Submission submitted by you or your Authorized Users shall comply with our Acceptable Use Policy.
Fireberry Materials, Services, Sites, and Additional Services are Fireberry's property, protected by applicable copyright and other intellectual property laws and treaties. Fireberry shall retain all rights, titles, and interests in and to the Services, Sites, Additional Services, and Fireberry Materials, including, but not limited to, all copyrights, patents, service marks, trademarks, modifications, enhancements, improvements, reproductions, corrections, trade secrets, related goodwill, data related to your usage, user interface display, and other intellectual rights.
By using Fireberry Services, Sites, or Additional Services, you hereby assert and confirm that you shall not have any intellectual rights and/or claims over Fireberry Materials, Sites, Services, and Additional Services, as described in these Terms.Subject to these Terms and all policies referenced herein, we will grant you a non-exclusive, non-transferable, worldwide limited license to access and use Fireberry Services, Sites, and Additional Services during the Subscription Term.
Except for the limited access and use rights granted to you under these Terms, you do not acquire any interest in Fireberry Materials, Services, Sites, and Additional Services. You shall not have any rights to obtain a copy of any software owned and/or developed by Fireberry. You are expressly prohibited from using Fireberry Services, Sites, and Additional Services for any purpose outside of the intended design and implementation of your authorized use under these Terms and the specific terms of such Services, Sites, and/or Additional Services.
By using Fireberry Services, Additional Services, and/or Sites, you grant Fireberry the right to use your name, logo, and/or a description of your use of our Services and/or Sites on our Sites and in other marketing or promotional materials. If you are interested in revoking that right, please click here.
While using Fireberry Materials, Services, Sites, and/or Additional Services, you and/or your Authorized Users may give us recommendations, suggestions, enhancement requests, comments, and/or other feedback relating to the Fireberry Materials, Services, Sites, and/or Additional Services ("Feedback"). While doing so, you and/or your Authorized Users assert and agree that any such Feedback becomes the property of Fireberry, and we are thereby permitted to use or reject, in part or in full, any such feedback without limitation or restriction.
When you provide Fireberry with feedback, you hereby assert and confirm that such feedback: (i) is accurate and complete; (ii) does not infringe on any third-party rights; (iii) does not grant you any rights; and (iv) shall become Fireberry's property, and you explicitly and irrevocably waive any and all claims relating to such feedback.
Fireberry may engage with Third-Party Service providers solely to the extent that such Third-Party Services are required to ensure the proper and complete performance of our Services, Sites, and Additional Services. We may provide you with access to, or offer for purchase, certain Third-Party Services in connection with our Services, Sites, and/or Additional Services. Fireberry bears no responsibility and/or liability for authorized Third-Party Services offered to you through your use of our Services, Sites, and/or Additional Services. Rather, Fireberry shall act solely as an intermediary platform between you and any authorized Third-Party Service provider. Any relationship between you and such a Third-Party Service provider, including, but not limited to, a Third-Party Service provider’s collection, use, and processing of your Personal or Customer Data, shall be subject to a separate Third-Party Service provider agreement between you and the Third-Party Service provider. Fireberry shall not be a party to any such agreement and bears no responsibility for verifying or overseeing compliance with any agreement between you and the third-party service provider.
Be aware that any links we provide to you for Third-Party Service providers' websites are for your convenience only, and inclusion of any such links on or in our Services, Sites, and/or Additional Services does not imply Fireberry’s endorsement, guarantee, warranty, or representation of any Third-Party Services accessed through such links.
Some of our Services may enable you, or your Authorized Users, to integrate your Account with a Third-Party Service. Such integration may include, among other things, sharing your Personal Data or Customer Data, notes, materials, records, information, and other Account data with the Third-Party Service to the extent determined by the Customer when integrating our Services with a Third-Party Service.
By integrating with a Third-Party Service, through the use of our Services and Sites, you hereby acknowledge and agree that all access, storage, transmission, processing, collection, or any other use of data by the Third-Party Service, including, but not limited to, your Personal Data or Customer Data, shall be governed by an agreement with the Third-Party Service provider, including any other policies, security, and general practices that the Third-Party Service provider may implement.
You hereby confirm and agree that by integrating and/or using any Third-Party Services: (i) the activities and data usage within your Account by you or your Authorized Users may result in the modification and/or removal of data, either in your Fireberry Account or with the integrated Third-Party Service; (ii) you are solely responsible for your compliance with applicable privacy restrictions, laws, and regulations, including, but not limited to, your use of the Third-Party Services and other data activities that you may conduct, or that you permit third parties, including the Third-Party Services, to conduct; and (iii) Fireberry shall have no obligations and shall not be liable for any modifications and/or removal of data in either your Fireberry Account or with any integrated Third-Party Services.
Fireberry may impose additional conditions and/or limitations on your access and use of certain Third-Party Services, and some Third-Party Services may be subject to external limitations and/or conditions as implemented by such Third-Party Service providers. Where we and/or Third-Party Service providers implement any additional conditions and/or limitations, we may notify you either within the Services or your Account or by sending you an electronic communication, such as, but not limited to, an email. Be aware that some additional conditions and/or limitations may only be detailed on the Third-Party Service provider’s website. In such a case, you are solely responsible for discovering, learning, and being aware of any such additional conditions and/or limitations.
Some Third-Party Services may be offered complimentary, without any fees, or for a fee that is charged directly by the Third-Party Service provider. In the event that a Third-Party Service requires any payment for the provided service, it shall be indicated next to the Third-Party Service offering within the Services or in your Order Form. Unless specifically stated otherwise in your Order Form, Fireberry will never charge any payments for, or accept payment on behalf of, Third-Party Services, and all payments charged by Third-Party Service providers shall be governed by a separate service agreement between you and the Third-Party Service provider.To avoid any doubt, any payments made directly to Fireberry shall be governed by these Terms and your Order Form.
Fireberry may offer access to Third-Party Services via the Fireberry Marketplace. Your access to and use of the Fireberry Marketplace are governed by the Fireberry Marketplace Terms of Service, which stipulate the conditions under which you may utilize the Marketplace and any Third-Party Services provided therein.
FIREBERRY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THIRD-PARTY SERVICES, INCLUDING, BUT NOT LIMITED TO, THE LINKS, WEBSITES, CONTENT, RELIABILITY, OPERABILITY, INTEROPERABILITY WITH OUR SERVICES, ACCURACY, SECURITY, DATA PROTECTION, PROCESSING PRACTICES, AND THE OVERALL QUALITY OF OFFERINGS PROVIDED BY SUCH THIRD-PARTY SERVICE PROVIDERS. FURTHERMORE, FIREBERRY IS NOT LIABLE FOR ANY ACCESS, COLLECTION, TRANSMISSION, PROCESSING, STORAGE, OR ANY OTHER USAGE OF DATA, INCLUDING YOUR PERSONAL OR CUSTOMER DATA, BY THESE THIRD-PARTY SERVICE PROVIDERS, NOR FOR THEIR PRIVACY POLICIES OR SECURITY MEASURES.FIREBERRY MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THIRD-PARTY SERVICES AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FIREBERRY BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, ANY THIRD-PARTY SERVICES, OR FOR ANY DAMAGES EXCEEDING THE AMOUNT PAID BY YOU TO FIREBERRY FOR THE PRODUCT AND/OR SERVICES ASSOCIATED WITH ANY CLAIM WITHIN THE PRECEDING TWELVE MONTHS.BY ACCESSING AND USING THIRD-PARTY SERVICES, YOU ACKNOWLEDGE AND AGREE THAT SUCH USE IS AT YOUR SOLE DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE OPERATION, PRACTICES, AND COMPLIANCE OF THESE SERVICES WITH APPLICABLE AGREEMENTS TO ENSURE THEY MEET YOUR NEEDS.
Your initial Subscription Term, or period of use, will be specified in your Subscription Agreement. Unless stated otherwise in the Subscription Agreement, the Services are provided on a subscription basis for the Subscription Term, which will automatically renew at the end of the Subscription Term. To prevent automatic renewal of your Subscription Agreement, you must notify us prior to the end of your current Subscription Term, as outlined in Section 6.7.
Fireberry Customers shall pay us the applicable fees for each Subscription (including for Additional Services and excluding any Free Trial, as set forth in the applicable Order Form, which is an integral part of your Subscription Agreement ("Fees"). Unless otherwise indicated in your Order Form, all Fees are denominated in New Israeli Shekels (ILS). Fireberry Customers hereby authorize us to charge and process all applicable Fees through the Customer's preferred method of payment as stipulated in the Order Form.
Be aware that the preferred method of payment, unless otherwise expressly stated in these Terms or your Order Form, will be considered the same method that was used at the time of entering into the Subscription Agreement and making the initial payment for Fireberry Services.
Fireberry Customers shall remit payment, unless specifically stated otherwise in the Order Form or in these Terms, for all applicable fees for Fireberry Services in advance of the commencement of said Services, upon signing the Subscription Agreement. These Fees, unless expressly stated otherwise in your Order Form or in these Terms, shall be non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, at our discretion, and we will notify Fireberry Customers in advance about any such changes. The current pricing structure and figures of the Customer's applicable Subscription Plan shall automatically apply to your renewed Subscription Term at the time of renewal. You are liable for all Fees owed to Fireberry under your Subscription Agreement, whether initial or automatically renewed. You hereby acknowledge and assent that your failure to render payment in full for any fees due under your Subscription Agreement or under any of your Fireberry Accounts constitutes a breach of these Terms. In such an event, you acknowledge that we have the right to terminate your Subscription Agreement and/or your Fireberry Accounts or suspend access to our Services, Sites, and/or any of our Additional Services based on your breach of these Terms.
You hereby agree to provide Fireberry with your complete and accurate contact and billing information, and/or the complete and accurate contact and billing information for your entity or organization that is rightfully authorized to render payments on behalf of your entity or organization, as well as to update all such information as necessary.
Where payment by credit or debit card is indicated as the method of payment in your Subscription Agreement, or you otherwise provide Fireberry with your, and/or your entity or organization's, credit or debit card information, you expressly represent that you are authorized to use said credit or debit card and you further authorize Fireberry, or any of our affiliated payment processing entities ("Payment Processors"), to charge your credit or debit card as follows: (i) for any recurring payments set forth in your Subscription Agreement; (ii) at the time of your Subscription Term renewal, as set forth in these Terms, which is based on the current pricing structure and figures for the Services detailed in your Subscription Agreement plus any applicable sales tax for the renewed Subscription Term; (iii) at the time you order our Services or Additional Services. Any credit or debit card payments may be subject to additional terms from the third-party Payment Processors, who will be the merchant of record for each transaction. You acknowledge that the amount billed for each separate transaction may vary based on the Service license type and any Additional Services you purchase. To learn more about our different Subscription Plans and our Additional Services and their costs, please visit https://www.fireberry.com/pricing.
If Fireberry grants the Customer permission to pay for our Services by an alternative payment method (i.e., payment other than by credit card or debit card), Fireberry will be entitled to revoke such permission at any time.
Fireberry reserves the right to verify your chosen method of payment prior to accepting your Order Form and also reserves the right to: (i) re-run a failed transaction using your chosen method of payment, which may include, but is not limited to, re-running the same credit card or debit card; and (ii) change or amend previously authorized third-party payment processors, as needed and at our discretion, to complete processing of failed payment transactions.
Upon entering into the Subscription Agreement, Fireberry will send you an invoice for our Services, which will thereafter be sent to you, as applicable, in monthly or yearly intervals in advance of the corresponding billing period. Your payment of each monthly or annual invoice is due immediately upon receipt.
Late payments may be subject to additional service charges. Fireberry reserves the right, as permitted by law, to offset any of Customer's unfulfilled payment obligations against any payment method in any of Customer's Fireberry Accounts, irrespective of whether the payment taken from the Customer Account is the same Account bearing the unfulfilled payment obligation. You hereby acknowledge and agree that you will be liable for any costs that Fireberry incurs in pursuit of legal actions taken against you in our efforts to collect any outstanding Fees and/or balance for our Services, including, without limitation, any attorney's fees, court fees, and collection agency costs.
A Fireberry Customer may upgrade their Subscription Plan during the Subscription Term by: (i) upgrading to an improved Subscription Plan; (ii) adding additional features and functionalities; (iii) adding Authorized Users; and (iv) upgrading to a longer Subscription Term ("Upgrades"). Upon a Subscription Upgrade, you will be charged for the increased Subscription Fees associated with your Upgrade at our current rate, unless indicated otherwise in your Subscription Agreement.
When adding new Users to an existing Customer Account, we will immediately invoice the Fireberry Customer for the difference in cost basis unless the Subscription Agreement expressly states otherwise.To avoid doubt, we will charge extra fees for each additional User added by the Customer to an existing Account, regardless of whether the additional User(s) is/are active in the Account.
All fees arising from any transaction described in these Terms, except for taxes imposed on Fireberry's income, exclude all levies, duties, and/or taxes, including, but not limited to, use tax, value-added tax, sales tax, goods and services tax, and similar taxes (collectively referred herein as "Taxes").
If you are exempt from paying any of the Taxes described herein, you are hereby obliged to provide us, upon our request, with proper and valid verification of your exemption.
In some jurisdictions where the Fireberry Customer is required to withhold Taxes and/or other amounts from the total amount owed for our Services, you agree to notify us in writing of any such withholdings in advance of the payment due date. In such cases, the Fireberry Customer shall bear all liability for remitting all owed taxes, in addition to all Fees payable according to these Terms.
In any event where a Fireberry Customer and/or any User of the Account misuses Fireberry Services and/or Additional Services, or uses them in a manner inconsistent with the prescribed purposes, including, but not limited to, using our Services and/or Additional Services in excess of the amount consistent with standard use as described in our Acceptable Use Policy, Fireberry shall have the right to impose additional Fees and/or restrictions on your available Account storage, your download ability, your upload ability, and your use of our Services and Additional Services.In such an event, Fireberry may also restrict Customer use of Third-Party Services, as well as features that include, but are not limited to, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume, and download time.
The Customer Subscription Agreement will automatically renew upon the end of the original Subscription Term. The Customer may disable the auto-renewal option or cancel the Customer's Subscription Agreement (unless stated otherwise in the Subscription Agreement) prior to its expiration.
The renewal period will be equal in duration to the original Subscription Term, as set forth in the original Subscription Agreement, excluding any extensions. Unless Fireberry notifies the Customer otherwise, the Customer shall pay the cost for the automatically renewed Subscription Term at the current rate at the time of automatic renewal, subject to current taxes and excluding any discounts or promotional offers.
Fireberry will automatically charge the Customer the applicable Subscription Fees at the end of the Customer's original Subscription Term unless the Customer has canceled the Subscription Agreement or disabled the auto-renewal option prior to the end of the original Subscription Term.
To avoid any doubt, unless expressly stated in these Terms, if the Customer cancels the Subscription Agreement during the Subscription Term, the Subscription Agreement will not renew for an additional term, but the Customer shall not be refunded, credited, or prorated for any unused period within the Subscription Term.If you want to cancel your Subscription Agreement or disable the auto-renewal option, please click here or visit www.fireberry.com/articles/how-do-i-manage-my-billing.
Any credits that may be applied to the Customer’s Account for the respective Services, for any reason (“Service Credits”), will cease to be valid and will have no further legal effect upon the expiration or termination of the applicable Subscription Agreement associated with the Account to which such Service Credits were allocated. Unless expressly stated otherwise, Service Credits may be utilized solely for payment towards the respective Services and cannot be applied towards any Third-Party Services or other forms of payment whatsoever. When Fees are payable for any Services, any accrued Service Credits will first be applied to offset these Fees, with any remaining balance charged to the Customer’s designated payment method. Service Credits shall possess no monetary value (except as specifically designated for the purchase of Services under the limited conditions set forth in the Fireberry SLA) nor any exchange value and are not transferable or refundable.
Should a User acquire the Services through a Fireberry authorized reseller or distributor (“Authorized Partner”), and a conflict arises between these Terms and the contractual agreement between the User and the Authorized Partner, including any purchase order (“Partner Agreement”), these Terms will take precedence in the relationship between the User and Fireberry. Rights conferred upon the User by the Partner Agreement that are absent from these Terms are enforceable solely between the User and the Authorized Partner. Consequently, the User is obligated to pursue any claims, enforcement, or realization of such rights exclusively with the Authorized Partner and not with Fireberry. For clarification, Users who gain access to the Services via an Authorized Partner are contingent upon our receipt of the applicable fees from the Partner associated with User utilization of the Services. The User acknowledges that Fireberry reserves the right, at any time and at our discretion, to assume the billing of fees related to the User's utilization of the Services, requiring the User to remit payments directly to us for said fees.
These Terms shall remain in full force and effect from the day you sign the Subscription Agreement, or, as applicable, from the day you are added to an existing Account, until either: (i) the end of the Subscription Term; (ii) we terminate your Subscription Agreement; or (iii) you decide to terminate your Subscription Agreement in accordance with these Terms. Be aware that certain provisions of these Terms shall continue to be in effect even after the end or termination of your Subscription Term, or after the termination of your Subscription Agreement, as explained in Section 12.15.
We may terminate your Services and/or the Subscription Agreement by sending you a written notice when: (i) you are in major breach of these Terms and the breach is uncurable; (ii) you are in major breach of these Terms that is curable, and you fail to cure the breach within 10 days of receiving notification; (iii) your business is subject to insolvency proceedings that are not dismissed within 30 days from the initiation of such proceedings; or (iv) you fail to provide accurate, up-to-date information about yourself, your business, or the entity you represent pursuant to these Terms within 7 days of registering for our Services.You may terminate your subscription to our Services by canceling your Subscription Agreement either by: (i) sending us an official termination notice to support@fireberry.com; or (ii) clicking on this link and following the termination process through our Site (for more information on how to cancel Services through our Site, please click here ).Should you decide to terminate your Subscription Agreement, the termination will take effect within three (3) business days if you terminate the Subscription Agreement via the direct link provided in these Terms, or within six (6) business days of our receipt if you send us a termination notice by email. Be aware that termination of your Subscription Agreement does not absolve you of the obligation to pay all applicable Subscription Fees, except where such termination is made within the Refund Period as described in Section 7.5 of these Terms.Unless expressly stated otherwise in these Terms or your Subscription Agreement, you shall pay any applicable Fees until the end of the initial Subscription Term (including any renewals), and all your obligations, in accordance with these Terms, shall remain in full force until the end of your Subscription Term.
At the end of your Subscription Term, or in the event your Subscription Agreement is canceled or terminated, all rights granted to you under these Terms will be terminated. It is solely your responsibility to delete, export, or download your Customer Data ("Data Transfer") from your Account prior to the termination or cancellation of your Subscription Agreement, or, as applicable, prior to the end of your Subscription Term. If you do not transfer your Customer Data from your Account, we may continue to store such Customer Data at our discretion and may grant you limited access to the Account so that you can complete the Data Transfer process.To avoid any doubt, we are not obligated to store or retain your Customer Data after the termination or cancellation of your Subscription Agreement, nor are we obligated to grant you access to your Account or the Services for the purpose of initiating or completing a Data Transfer. Fireberry reserves the right to grant or deny limited access for you to initiate and/or complete any such Data Transfer at our discretion, and we may choose to charge for this access at our discretion.You hereby acknowledge and agree that it is solely your responsibility to transfer your Customer Data from your Account before the termination or cancellation of your Subscription Agreement, or prior to the end of your Subscription Term. Fireberry bears no responsibility or obligation to you or any third party in this regard and shall not be held accountable or liable for the deletion of Customer Data in accordance with these Terms.
Be aware that the cancellation or termination of your Subscription Agreement does not absolve you from your obligation to pay any due or outstanding fees.
In addition to any other rights and remedies we have under these Terms, we may decide, at our discretion, to suspend your Account without prior notice if we have reason to believe that you, your Users, or a third party: (i) are using our Services, Sites or Additional Services in an unlawful way; (ii) are in violation of our Acceptable Use Policy; (iii) are using our Services, Sites or Additional Services in breach of these Terms or any other applicable law; (iv) are not going to remit payment in accordance with these Terms; (v) are about to become insolvent or otherwise liquidated in a way that may prevent you from honoring your obligations under these Terms; (vi) are using our Services, Sites or Additional Services in a manner that may pose a security risk or harm to us or to any third party; (vii) are using our Services, Sites or Additional Services in an excessive manner that may pose overload risks to the Fireberry network; or (viii) if the personal information you provided when first registering for our Services is false, misleading, or inaccurate.
In the event we suspend your Account, we will provide you with written notice as much in advance as is possible or practicable under the circumstances, and we will work with you, to the extent possible or feasible, to remedy any situation that led to or could lead to the suspension of your Account as described in these Terms.
Customers may cancel their Subscription within 14 days of having first registered for our Services and shall be entitled to receive a full refund of prepayment for any unused and/or unexpired Subscription Term or period ("Free Trial Refund Period"). The Free Trial Refund Period is only applicable to your initial purchase of our Services and shall not apply to any additional upgrades, purchases, modifications, Services, or renewals. Be aware that we are not obligated to refund any differences that may occur from currency exchange rates or fees as charged by third-party Payment Processors and/or any other Third-Party Services.
After the Free Trial Refund Period is over, Customers may cancel the Subscription Plan, as applicable to the Subscription Agreement. In such an event, Customers shall not be entitled to a refund of any unused period remaining until the end of the Subscription Term, and all Subscription Fees for such Subscription Plan shall be non-cancellable and non-refundable.
Should the Customer cancel any additional Users that were added to an existing Account before the conclusion of the Subscription Term, they will not be eligible for a refund for any remaining unused portion of the Subscription Term. Furthermore, all Subscription Fees associated with such action shall be deemed non-cancellable and non-refundable.
Additional services, such as but not limited to text message services, email services, and/or WhatsApp messages, are non-cancellable and non-refundable, and Customers shall not be entitled to a refund for terminating their Subscription to such Additional Services.
Subject to the foregoing, upon a Customer’s termination of any applicable Monthly or Annual Subscription Plan, all outstanding payments are immediately due for any used and unused period of the Customer’s Subscription Term. In the event of any such termination, Customers must promptly remit all Fees and payments to Fireberry pursuant to these Terms. Be aware that Fireberry may reject a Customer’s Subscription termination request if we have reason to believe that such a request is made in bad faith or in an illegitimate attempt to avoid payment for our Services already rendered.
Fireberry may provide you with access to features or services identified as 'Alpha', 'Beta', or 'Pre-Release' ("Alpha", "Beta", or "Pre-Release"). These services may still be in development, contain errors or bugs, have incomplete features, undergo significant changes before a full commercial launch, or may never be released commercially. Your use of such Alpha, Beta, or Pre-Release services is at your own risk, as these services may be terminated at any time and are provided "as-is" and "as available". We reserve the right to terminate, discontinue, modify, or limit such Alpha, Beta, or Pre-Release features, functionalities, and services at any time without notice, liability, or explanation.
We may offer, from time to time and at our discretion, portions of our Services on a no-fee, no-obligation, free-trial basis ("Trial Service"). The terms of such Trial Service shall be as described in an Order Form prior to your registration for such Service.
We reserve the right to terminate, discontinue, modify, or limit such Trial Services at any time without notice and without liability or explanation.
Notwithstanding anything in these Terms or elsewhere, your use of Trial Services and Alpha, Beta, or Pre-Release features, functionalities, and services is at your own risk, as these services are provided "as-is" and without any liability or warranty of any kind. These Terms and all policies mentioned herein shall govern your access to and use of any such Trial Services, as well as Alpha, Beta, and Pre-Release services. You fully acknowledge and assent that (i) we make no promises that any Trial Services or Alpha, Beta, or Pre-Release features, functionalities and services will be made available to you or become generally available; (ii) upon the termination of any Trial Service or Alpha, Beta, and Pre-Release services, we may delete, change, and/or modify your Personal Data and/or Customer Data without advance notice; and (iii) Alpha, Beta, or Pre-Release features, functionalities and services may be subject to additional terms and conditions, which will be made available to you at the time you access such features and services. These additional terms and conditions are incorporated into these Terms by reference and are legally binding.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY (INCLUDING SECTION 10.2 OF THESE TERMS), IN RESPECT OF TRIAL SERVICES AND ALPHA, BETA, OR PRE-RELEASE FEATURES, FUNCTIONALITIES, AND SERVICES, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF FIREBERRY, ITS AFFILIATES, OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER OR OTHERWISE IN CONNECTION WITH THESE TERMS (INCLUDING THE SITES, THE SERVICES, AND THE THIRD-PARTY SERVICES), EXCEED US $100.
Information that is considered to be confidential and kept confidential shall include: (i) your Customer Data; (ii) the business terms in your Subscription Agreement; (iii) certain products, programs, codes, technology, marketing information, know-how, software, and any other non-public information that is either identified as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior to or after the Effective Date; and (iv) Alpha, Beta, or Pre-Release information, services, and features (collectively referred to herein as "Confidential Information").
In connection with these Terms and the Services, the term "Parties" refers to both parties collectively, and "Party" refers to each individually. Each Party agrees: (i) not to use the Confidential Information of the other Party except to the extent necessary to perform its obligations or exercise its rights hereunder; (ii) to receive and maintain in confidence all Confidential Information disclosed to it by the other Party or by any third party; (iii) to limit the internal dissemination of Confidential Information to those employees and/or contractors of the recipient Party who have a need-to-know, and thus the obligation to protect such Confidential Information shall extend to those employees and/or contractors; and (iv) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Fireberry will restrict its employees' access to your Confidential Information to only those necessary to provide Fireberry Services successfully. We may disclose Confidential Information on a need-to-know basis to our suppliers, providers, agents, and/or professional consultants who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for Fireberry in connection with the performance of our Services and these Terms.
Except for personal information within your Personal Data and/or Customer Data, which is at all times understood to be Confidential Information notwithstanding any language to the contrary in these Terms, Confidential Information shall not include information that: (i) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party; (ii); becomes publicly known, without fault of the recipient, subsequent to disclosure by the disclosing Party; (iii) the recipient becomes aware of from a third-party not bound by a non-disclosure obligation to the disclosing Party and with the lawful right to disclose such information to the recipient; or (iv) was independently developed by the receiving Party without any use or reference to the Confidential Information.
Section 9 of these Terms will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or by order of a court or other governmental entity or authority. The Parties agree to give the other Party prompt notice of the receipt of any subpoena or other similar request for such disclosure.
NOTWITHSTANDING ANY CONTRARY PROVISIONS IN THESE TERMS OR ELSEWHERE, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
EXCEPT AS EXPRESSLY STATED HEREIN, THE SITES, SERVICES, AND ADDITIONAL SERVICES, ALONG WITH ANY INFORMATION OR MATERIALS CONTAINED OR PRESENTED, ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE AND OUR AFFILIATES, RESELLERS, SUBCONTRACTORS, AGENTS, DISTRIBUTORS, AND VENDORS (INCLUDING THIRD-PARTY SERVICE PROVIDERS) EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT OR GUARANTEE THAT OUR SERVICES, SITES, OR ADDITIONAL SERVICES WILL BE COMPLETE, ACCURATE, RELIABLE, ERROR-FREE, UNINTERRUPTED, WITHOUT DEFECTS, OR COMPATIBLE WITH YOUR DEVICES, OPERATING SYSTEMS, SOFTWARE, OR BROWSERS, NOR THAT THEY WILL MEET YOUR NEEDS OR BE COMPLIANT WITH ANY APPLICABLE LAWS. FURTHER, WE DO NOT WARRANT THAT THE SERVICES, SITES, AND ADDITIONAL SERVICES WILL BE SECURE, TIMELY, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
WE DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM THE USE OF OUR SERVICES, SITES, AND ADDITIONAL SERVICES, INCLUDING BUT NOT LIMITED TO DATA LOSS, SYSTEM FAILURES, OR INTERRUPTIONS. THIS EXCLUSION APPLIES TO ANY DAMAGES RESULTING FROM DEFECTS, DELAYS, OR MALFUNCTIONS THAT ARE BEYOND OUR CONTROL.
ALPHA, BETA, AND PRE-RELEASE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES WHATSOEVER. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE OF SUCH PRELIMINARY SERVICES.YOU ACKNOWLEDGE THAT USING OUR SERVICES, INCLUDING THE SITES AND ADDITIONAL SERVICES, MAY INVOLVE RISKS SUCH AS INSECURE TRANSMISSIONS, UNINTERRUPTED ACCESS, OR POTENTIAL DATA LOSS. WE AND OUR VENDORS DISCLAIM LIABILITY FOR ANY DAMAGES ARISING FROM DELAYS, FAILURES, UNAUTHORIZED ACCESS, OR LOSS OF CUSTOMER DATA, AND YOU AGREE THAT THESE RISKS ARE INHERENT TO YOUR USE OF OUR SERVICES.
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 10.4 HEREIN, YOUR PAYMENT AND ACCOUNT OBLIGATIONS HEREUNDER, OR BREACH OF OUR ACCEPTABLE USE POLICY BY EITHER YOU OR, IN THE CASE OF A CUSTOMER, ANY OF THE USERS ASSOCIATED WITH ITS ACCOUNT, IN NO EVENT WILL EITHER PARTY AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS, RESELLERS, DISTRIBUTORS, AND VENDORS (INCLUDING THIRD-PARTY SERVICE PROVIDERS) HAVE ANY LIABILITY ARISING OUT OF, OR RELATED TO, THESE TERMS AND/OR YOUR SUBSCRIPTION AGREEMENT FOR ANY LOST REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFITS, ANTICIPATED SAVINGS, LOSS OF DATA, OR LOSS OF BUSINESS, EVEN IF FIREBERRY OR ITS SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF CAUSED BY A FAILURE OF SECURITY MEASURES AND PROTECTIONS. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY.
YOU ACKNOWLEDGE AND AGREE THAT NEITHER FIREBERRY NOR FIREBERRY SERVICES ARE INTENDED TO PROVIDE LEGAL, TAX, OR FINANCIAL ADVICE OR RECOMMENDATIONS RELATED TO YOUR USE OF THE FIREBERRY SERVICES, SITES, AND ADDITIONAL SERVICES. WE WILL NOT BE LIABLE TO YOU, YOUR ENTITY, OR ANY THIRD PARTY BASED ON YOUR RELIANCE ON OR USE OF ANY INFORMATION CONTAINED IN ANY FIREBERRY SERVICES OR FIREBERRY MATERIALS. FIREBERRY WILL NOT BE LIABLE AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU FOR SENSITIVE, PERSONAL, OR CUSTOMER DATA SENT TO FIREBERRY.
IN NO EVENT WILL FIREBERRY'S AGGREGATE LIABILITY UNDER YOUR SUBSCRIPTION AGREEMENT AND THESE TERMS EXCEED THE AMOUNT PAID BY YOU TO FIREBERRY DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE ALLEGED LIABILITY EVENT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY. ONLY LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO THE ALLEGED LIABILITY EVENT, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
TO THE EXTENT PERMITTED BY ANY APPLICABLE LAW, ALL DISPUTES BETWEEN YOU AND FIREBERRY SHALL ONLY BE RESOLVED ON AN INDIVIDUAL BASIS. YOU SHALL NOT HAVE THE RIGHT TO BRING ANY CLAIM AGAINST FIREBERRY AS A PLAINTIFF OR A MEMBER OF A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTIONS, OR ANY OTHER LEGAL PROCEEDING CONDUCTED BY A GROUP OR BY REPRESENTATIVES ON BEHALF OF OTHERS.
A. By Fireberry. Fireberry will defend, indemnify, and hold you harmless from and against all claims, actions, suits, demands, and/or discovery, including, without limitation, third-party subpoenas, government investigations, or enforcement actions that are brought or threatened against you by a third party alleging that the provision of Fireberry Services, as permitted hereunder, infringes or misappropriation a third-party's copyright, patent, or trade secret ("IP Claim"). We will indemnify the Customer and hold the Customer harmless against any damages and costs finally awarded on such an IP Claim by a court of competent jurisdiction or agreed to via a settlement we agreed upon, including reasonable attorneys’ fees. Fireberry's indemnity obligations under Section 10.4 of these Terms shall not apply to: (i) IP Claims arising out of your modification of our Services, Sites, or a combination, operation, or use of the Services and Sites with other applications, portions of applications, products, or services where the Services or Sites would not, by themselves and without modification, be infringing; (ii) IP Claims arising out of your use of our Services or Sites in breach of these Terms and/or your Subscription Agreement; (iii) IP Claims arising from your misuse of our Services or Sites, and solely to the extent that any IP Claims would have been avoided without such misuse; (iv) IP Claims related to your Personal Data and/or Customer Data, or to any events giving rise to Customer's indemnity obligations under Section 10.4 of these Terms; or (v) IP Claims arising out of your use of one or more of our Additional Services, Trial Services, Alpha, Beta, or Pre-Release features and services.THIS SECTION 10.4 SHALL CONSTITUTE FIREBERRY'S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY FIREBERRY AND/OR ITS SERVICES.
B. By Customer. Customer hereby agrees to defend, indemnify, and hold Fireberry and its affiliates, directors, employees, officers, and agents ("Fireberry Indemnified Parties") harmless against any and all claims, obligations, liabilities, damages, losses, reasonable expenses, and costs (collectively referred to herein as "Losses") incurred as a result of any third-party claim, brought by or threatened against Fireberry Indemnified Parties, alleging or arising out of: (i) your, any of your Users', or related third parties' use of our Services, Sites, and/or Additional Services; (ii) your acts or omissions in connection with the provision of your products and/or services, including, without limitation, any related intellectual property claims; (iii) Customer's, or any of its Users', breach of these Terms or applicable law; (iv) your use of, or Fireberry's use of (including Fireberry Indemnified Parties), your Customer Data, in violation of, or infringement upon, any third party's rights, including, without limitation, intellectual property, privacy, and/or publicity rights; and/or (v) any unauthorized usage of your Account by either you, your Users, or any related third-party.
C. Indemnity Possibilities. If your use of our Sites, Services, and/or Additional Services has become, or if Fireberry has reason to believe it is likely to become, the subject of any infringement claim, Fireberry may: (i) change or modify our Services, Sites, and Additional Services to avoid and/or mitigate infringement; (ii) procure the right to continue using our Services, Sites, and/or Additional Services as set forth herein; or (iii) if the foregoing options are not reasonably practicable, terminate your Subscription Agreement and refund any unused pre-paid Fees.
D. Indemnification Conditions and Procedures. The defense and indemnification obligations of the Indemnifying Party under Section 10.4 herein are subject to the following: (i) the Indemnified Party must promptly notify the Indemnifying Party in writing of any claim for which indemnification is being sought, provided that the failure of the indemnitee to do so will not relieve the indemnifying party of its obligations under this Section 10.4, except to the extent that the indemnifying party’s defense is materially prejudiced thereby; (ii) the Indemnifying Party shall be given immediate and exclusive control over the defense and/or settlement of the claim, provided that the Indemnifying Party shall not enter into any compromise or settlement of any such claim that requires a monetary obligation, admission of liability, or any unreasonable responsibility or assumption of liability by the Indemnified Party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed; and (iii) the Indemnifying Party shall provide the Indemnified Party with all available information and reasonable assistance at the cost of the Indemnifying Party. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a claim.
Except as expressly stated in these Terms, we do not represent or warrant that your use of the Services, Sites, and Additional Services is appropriate within your jurisdiction. You bear sole responsibility for ensuring that your use of the Services, Sites, and Additional Services complies with all local and applicable laws and regulations. In addition, you hereby acknowledge and agree that: (i) the limitations of liability and the disclaimers of warranty set forth in these Terms are mutually accepted by both Parties; (ii) both Parties find these limitations and the allocation of risks to be commercially reasonable and appropriate for our engagement under these Terms; and (iii) both Parties have relied upon these limitations and risk allocations in deciding to enter into these Terms.
Our Services may include third-party libraries and codes that may be subject to third-party open-source licensing terms. Some such open-source terms specify the applicable extent of the respective open-source code licensed thereunder and determine to what extent such terms prevail over any conflicting licensing terms, including these Terms. We will do our best to identify and highlight such open-source code within our Services and encourage Customers to familiarize themselves with such open-source terms. Be aware that we make every effort to utilize only open-source codes that do not impose any obligation or affect Customer Data or related intellectual property beyond what is stated in the open-source terms and herein, in the ordinary use of our Services that does not involve any modification, distribution, or independent use of such open-source code. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any open-source codes.
Some Services may be governed by additional terms specific to those Services, features, or functionalities identified within the relevant Services upon activation, or as set forth in the Specific Services Terms ("Specific Services Terms"). By accessing, activating, using, or purchasing any Services subject to Specific Services Terms, including but not limited to Fireberry AI Beta Terms and Conditions or other related Services, you acknowledge and agree that these terms are binding and regulate your use of such Services.
These Terms were written in English, and for convenience, we may translate these Terms into other languages. If there is a conflict between a translated version (non-English) and this English version (these Terms), the provisions of the English version shall prevail.
The headings, captions, and section titles contained in these Terms, along with any explanatory or summary columns, are included solely for convenience and shall not affect the interpretation of the provisions of these Terms nor shall they have any legal effect.
These Terms and the Services provided hereunder do not create a partnership, fiduciary, agency, joint venture, franchise, or employment relationship between the Parties. There are no third-party beneficiaries to these Terms.
We will not be liable for any failure to deliver our Services, Sites, and/or Additional Services, or any lack of performance of our Services, Sites, and/or Additional Services, including delays in performance, due to events beyond our reasonable control. These may include, but are not limited to, denial-of-service ('DDoS') attacks, interruption or failure of the internet or any utility service, failures in or of third-party hosting services, riots, acts, fires, shortages, strikes, acts of God, terrorism, war, and government action.
You do not have the right to assign these Terms, or any of your rights and obligations hereunder, without providing prior notice to and obtaining our prior written consent. Any purported assignment in violation of this section shall be null and void. We reserve the right to assign our rights and/or obligations under these Terms and/or transfer ownership rights and title in the Services to a third party without your consent or prior notice.
Notices to Fireberry will only be effective when delivered to legal@fireberry.com or our main offices at Menachem Begin Rd 125, Tel Aviv, Israel, or to any subsequent address that we may post on our Sites and/or our Services. We may issue general notices via our Services, which become effective upon posting. Alternatively, we may choose to notify you by: (A) our telephone, in-app notification, or SMS message; or (B) email or physical mail to your last known email or physical address in our records. You hereby acknowledge and agree that any notices, agreements, disclosures, or other communications that we send electronically will satisfy any legal communication requirements, including that such communications be in writing. Such communications shall be deemed received upon the earliest of (i) actual receipt, or (ii) 24 hours after delivery. It is your responsibility to maintain current and accurate contact information in your Account and our records.
The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged in writing and signed by an authorized representative of the party deemed to have granted the waiver.
These Terms, and all policies and procedures detailed herein, shall be enforced to the fullest extent permitted under the law. In the event that any provision of these Terms is held by a court of proper jurisdiction to be illegal, invalid, or unenforceable, said provision shall be modified at the directive of the court and interpreted so as to best accomplish the objectives of the original provision, to the fullest extent permitted by law. In any such event, the remaining provisions of these Terms shall continue in full effect.
Some or all parts of our Services may be subject to Israeli, United States, and/or other governmental or regulatory export controls, economic sanctions, and/or other applicable export and import laws ("Export Controls"). You hereby acknowledge and agree to abide by all Export Controls as they relate to your access to and use of our Services, Sites, and/or Additional Services. You are not allowed to access or use our Services, Sites, and/or Additional Services if you are located in a jurisdiction where the use and the provisions of our Services are prohibited by law ("Prohibited Jurisdiction"), nor may you provide access to our Services, Sites, and/or Additional Services to any government, individual, or entity located in any such Prohibited Jurisdiction. By accepting these Terms through the use of our Services, Sites, and/or Additional Services, you represent and warrant that: (A) you are not located in, nor will you export, re-export, use, or import our Services, or any portion thereof, to any person, organization, Prohibited Jurisdiction, entity, or otherwise, in violation of any applicable Export Controls; (B) you are not (i) organized under the laws of, operating from, or otherwise an ordinary or habitual resident of a country or territory that is subject to comprehensive United States economic or trade sanctions, (ii) identified on a list of prohibited or restricted parties, such as the U.S. Department of Treasury's list of Specially Designated Nationals and Blocked Persons, or (iii) otherwise the target of United States sanctions; and (C) Personal Data and/or Customer Data is not controlled under the U.S. International Traffic in Arms Regulations or similar laws in other jurisdictions, or otherwise requires any special permission or license with respect to its use, import, export, and/or re-export. You are solely responsible for complying with applicable Export Controls and sanctions that may impose additional restrictions, prohibitions, or requirements on the use, export, re-export, or import of our Services, and/or your Personal Data and/or Customer Data.
These Terms, including all policies and procedures detailed herein, as well as all remedies and rights provided hereunder; and any claims and disputes related hereto and/or with regard to our Services, Sites, and/or Additional Services, including their interpretation, or the breach, termination, or validity thereof; and any related transaction or purchase resulting from your Customer relationship with Fireberry, shall be governed by, construed under, and enforced in all respects solely and exclusively in accordance with the internal substantive laws of the State of Israel, without respect to its conflict of law principles. Any and all such claims and disputes shall be brought in, and you hereby consent to them being decided exclusively by, a competent court located in Israel. Application of the United Nations Convention on Contracts for the International Sale of Goods, or any similar law and/or regulation, is hereby expressly excluded.
If a Fireberry Customer is part of any United States Government department and/or federal agency, in its official capacity ("Government Client"), our Services shall be provided for government use solely in accordance with the provisions of the Federal Acquisition Regulation ("FAR"), as codified within the Code of Federal Regulations ("CFR"), and our Services under these Terms shall be qualified as "Commercial Computer Software Documentation" and "Commercial Computer Software" under FAR 2.101, FAR 12.212, and supplements thereto, including the Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7201 and DFARS 252.227-7014. United States Government technical data and software rights related to our Services include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211, FAR 12.212, FAR 27.405-3, FAR 52.227-19, DFARS 252.227.7202-3, DFARS 227.7202-1, and the General Services Acquisition Regulation ("GSAR") 552.212-4(w).To avoid any doubt: under no circumstances shall source codes be provided or considered to be a deliverable or a software deliverable, under these Terms, and we shall not grant any license to any source code contained in any deliverable or software deliverable to a Government Client. If a Government Client has a need for rights not conveyed under these Terms, the Government Client must negotiate with Fireberry to determine if there are acceptable terms for transferring such rights, and thereafter, a mutually acceptable written addendum specifically conveying such rights will be included in any applicable contract or agreement between the Government Client and Fireberry.
We reserve the right to modify, amend, and/or update these Terms or any policy or procedure referenced in them at any time and at our sole discretion.If we revise or modify these Terms, or any policy or procedure referenced herein, the revisions or modifications will not apply retroactively and will take binding effect the day after such revised Terms are published, which you can find at www.fireberry.com/legal. We will notify you of any material changes to these Terms via email and/or within our Services and may also post such changes on our Sites. In the event you disagree with our revised Terms, you have the right to give us written notice within 10 days after our publication of the revised Terms. If you do not timely object to any modifications or amendments to these Terms by written notice within the prescribed period as detailed herein, your continued access to and use of our Services, Sites, and Additional Services, as applicable, will constitute your acceptance of such modifications or amendments, and the most current version of these Terms will govern our relationship with you as a Fireberry Customer from the effective date of the modified and/or amended Terms.
You acknowledge and agree that you shall not rely upon, nor shall you have any remedy regarding, any statement, warranty, or representation made by us or any person on our behalf, whether made innocently or negligently, unless explicitly stipulated in these Terms or in your Subscription Agreement.
Sections 2.5 (Account Liabilities and Authorized Users), 3 (Customer Data Use and Protection), 4 (Intellectual Property Rights), 5.1 (Third-Party Services Offered Through Our Service), 5.5 (Third-Party Warranties and Limitation of Liability), 6 (Subscription Terms, Fees, Renewal, and Taxes) in respect of unpaid Subscription Fees, 7.3 (Effect of Termination or Cancellation), 7.5 (No Refund) in respect of unpaid Subscription Fees, 8.3 (Governing Terms of Trial Services and Alpha, Beta, and Pre-Release) in respect of the lack of warranties, disclaimers, and the limitation of liability cap mentioned therein, 9 (Confidentiality), 10 (Limitation of Liability, Warranties, Indemnity, and Applicable Laws), and 12 (General Provisions) (excluding Sections 12.10 and 12.12), and such other sections of these Terms which by their nature are intended to survive, shall survive the termination or expiration of these Terms and continue to be in force and effect in accordance with their applicable terms.
If you have questions regarding our Terms, please contact us at legal@fireberry.com, write to us at Post Office Box 120, Tel-Aviv, 6100002, or visit us at www.fireberry.com. If you have discovered a mistake or error in our Terms, please notify us at support@fireberry.com.
Last Updated: 7.07.2024