Terms and conditions


Terms of UseLast updated: 14 May, 2020COOL COUSIN LTD. (“CC”, "We", "Us" or "Our") WELCOMES YOU (“CUSTOMER”) TO OUR PLATFORM.  THE FOLLOWING TERMS (THE “AGREEMENT”) STIPULATE THE TERMS AND CONDITIONS OF YOUR USE OF THE PLATFORM. THE PLATFORM IS PROVIDED SOLELY FOR YOUR BUSINESS OWN USE. BY ACCESSING OR USING OUR PLATFORM, YOU AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM "YOU" OR "CUSTOMER" WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE LEGAL ENTITY THAT YOU REPRESENT DOES NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS OR USE THE PLATFORM.

1. Definitions.
1.1
"Account" means an online account registered by you for the purpose of using the Services.
1.2 "Content" means any files, data, material and information submitted, uploaded and stored by you through the Service.
1.3 "Journey" means an instance of Services in relation to a specific trip, submitted by Customer through the Account.
1.4 "Journey Materials" means any content, links, files, recommendations and data provided by CC to Customer in connection with a Journey.
1.5 "Platform" means CC's proprietary technology journey planning solution for travel service providers as hosted on a third party cloud service through an Account. 
1.6 "Services" means any applications, products, services, documentation, and software made available through the Platform.
1.7 "Third Party Products" means any service, products, software or application that is provided with a third party and interoperates with a Service. Such Third Party Products may be offered in a dedicated website. 
1.8 "You" or "Customer" means the company or other legal entity and its affiliates for which you are accepting these Terms.

2. The Services
2.1
Following the initial registration of an Account you will have the ability to access the Platform and use the Services solely for the purpose of your business activity. We may update the Services from time to time, including adding or removing functions.
2.2 Some Services may require you to download software. Subject to your compliance with these Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to use such software. If any software is offered under an open source license, we will make the license available to you and the provisions of that license shall apply notwithstanding any provisions to the contrary under these Terms.
2.3 We may use third parties in the operation of our Services or to perform any of our obligations (each a "Service Provider"), including using Service Providers for cloud infrastructure and hosting services. In order for our Service Providers to be able to provide you with certain aspects of the Services, we may share a limited amount of your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of your information for purposes unrelated to the Services.

3. Registration and User Account
3.1
You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate.
3.2 When you initially register for and create an Account, you are, or a party that you authorize is, the administrator ("Administrator"). Administrators may authorize additional individuals to access the Services through the same Account ("Users"). Users may include, for example, your employees, contractors and agents. These Terms apply to any User of the Services.
3.3 The Administrator is responsible for Users’ access to the Services. Depending on the types of access rights the Administrator grants to Users, Users may be able to create a Journey and delete, copy, or view the Content, Journey Materials and data accessible in your Account and subscribe or unsubscribe for Services. The Administrator is solely responsible for the access to the Services granted to Users and it is the Administrator’s sole responsibility to add or remove access rights to Users. We are not responsible for the internal management or administration of the Services. You are responsible for Users’ compliance with these Terms. A violation of any provision of these Terms by a User may result in the termination of an Administrator’s or any User’s access to the Services. If you choose to close or terminate your access to a Service or Additional Service, Users will no longer be able to access such Service or any of the Content within such Service.
3.4 YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security. 
3.5 You may delete your Account at any time. Upon termination of the Services to you, the Account will be terminated, and from the date of termination you will no longer be able to access your Account. Any Content, Journeys, Journey Material and other information and data entered into the Services may be permanently deleted if you delete the Account. 

4. Your Content 
4.1
You grant us a worldwide, non-exclusive license to host, copy and use your Content as required by us to provide you with the Services. Subject to this limited license we do not acquire any right in your Content and you or your licensors retain all rights and ownership to your Content.
4.2 The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are responsible for any lost or unrecoverable Content. 
4.3 You warrant that you have full rights to provide to us any Content that you provide through the Services. 

5. OTHER PRODUCTS AND SERVICES
We or a third party may make available Third Party Products. We will not be responsible for any act or omission of the third party which provides the Third Party Products, including the third party's access to or use of Content and we do not warrant or support any Third Party Products.

6. Fees and Payment
6.1
You will pay, and you authorize CC to charge using your selected payment method for, all fees with respect to Services subscribed to by you through the Platform. Fees are non-refundable except as required by law. Charges will be made in advance for the billing frequency selected by you. We will automatically renew your subscription to any Services for the same subscription period. To cancel such automatic renewal you must unsubscribe to such Additional Service at least 30 days prior to the end of the applicable subscription period. 
6.2 You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information.  We may suspend or terminate the Services if fees are past due.
6.3 Our fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.

7. Use Obligations and Restrictions
7.1
Customer agrees to do each of the following:
(i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control;
(ii) pay the fees for the Services, if applicable, when due;
(iii) use reasonable security precautions for providing access to the Services by its Users, customers or other individuals to whom Customer provides access.
7.2 You must not misuse the Services. For example, you may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or that violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, or Platform; or (e)  reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so. 

8. Data Protection and Privacy 
CC shall process personal data as necessary to perform the Services, in accordance with the terms of the Privacy Policy available at https://www.unwrapped.co/privacy.  

9. Intellectual Property Rights
9.1
All rights not expressly granted to you under these Terms are reserved by CC and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to you an interest in or to CC’s intellectual property rights. Nothing in the Terms constitutes a waiver of CC’s Intellectual Property Rights under any law.
9.2 To the extent you provide us any feedbacks, comments or suggestions ("Feedback"), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services. 

10. Indemnification
You will indemnify, defend, and hold harmless CC, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Content or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that your use of the Services is in violation of these Terms.

11. Disclaimers of Warranties
11.1
THE SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND CC, DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
11.2 OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.

12. Limitation of Liability
12.1
IN NO EVENT WILL CC BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
12.2 IN NO EVENT WILL CC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT GREATER OF (I) US$100.00 OR (II) THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
12.3 THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

13. Term and Termination
13.1
These Terms commence on the date you first accept them and will remain in effect until your subscription to the Services expires or terminates, or until these Terms are terminated.
13.2 You may stop using the Services at any time and you may delete your Account. We may suspend or terminate your access to the Services at any time at our discretion and without notice if you do not comply with these Terms. 
13.3 The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability Governing Law and Jurisdiction, and General sections, will survive the termination, or expiration of the Terms.

14. General
14.1
The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, you shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
14.2 CC may change the Terms from time to time, and such change will become effective upon the date in which it is posted on the Platform website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms. 
14.3 If any part of these Terms will be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
14.4 No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
14.5 Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and CC. 
14.6 These Terms contain the entire agreement between CC and you relating to your use of the Services and supersedes any and all prior agreements between CC and you in relation to the same. You confirm that, in agreeing to accept these Terms, you have not relied on any representation except as has expressly been made by CC in these Terms. 
14.7 You may not assign your rights or delegate your obligations under these Terms without CC’s prior written consent. Any purported assignment contrary to this section will be null and void. 
14.8 There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to Customer's rights under these Terms.
14.9 CC may issue publicity or general marketing communications concerning its involvement with the Customer. In addition, CC may use Customer’s logo in publications of CC’s customers.
14.10 This Agreement is governed by the laws of the State of Israel, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts of Tel Aviv, Israel.