Viber Media S.a.r.l (“Viber”, “we”, or “us”) welcomes you to Viber’s features called “Viber Public Accounts” and “Viber Bots”, which are part of its mobile first platform and application (the “Viber App”). The Viber Public Accounts and Viber Bots enable the interaction and engagement in conversations and “chats” between your third party customers (the “Customer(s)”) and end users of the Viber App (the “End Users”) via integration of Viber’s API (the “API”) and related documentation (collectively, the “Viber Services”).
These Enabled Platform Cooperation Terms and Conditions (these “Terms”) govern the relationship and cooperation between Viber and you, who has developed and who owns a customer relationship management (CRM) platform/CRM extension/live chat tool/Bot platform or any other similar type of platform (the “Platform”) which allows for the interaction between Customers and their customers.
By accepting these Terms, we agree to provide you with the Viber Services as part of your Platform to enable your Customers to interact with End Users, all subject to, and in accordance with these Terms. By entering into, connecting to, accessing or using the Viber Services you acknowledge that you have read and understood these Terms and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Viber Services, and you acknowledge that these terms constitute a binding and enforceable legal contract between Viber and you.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER INTO, CONNECT TO, ACCESS OR USE THE VIBER SERVICES.
EVERY NOW AND THEN WE MAY CHANGE THESE TERMS AT OUR SOLE DISCRETION. IF WE DO SO, YOU WILL BE ABLE TO VIEW THE NEW AND UPDATED TERMS THROUGH A LINK ON VIBER.COM. ANY CHANGES WE MAKE TO THESE TERMS WILL BE EFFECTIVE AS SOON AS WE MAKE THE CHANGE.
- THE VIBER SERVICES. Subject to the terms and conditions of these Terms, Viber will provide you with the right to use and access the API, on a non-exclusive basis, for the duration of the Term solely for the purpose of integrating your Platform with the Viber Services. You may use the API on any computer owned, leased, or otherwise controlled solely by you. You agree to provide Viber with all information reasonably requested by it from time to time in order to provide you with the Viber Services.
- USE OF TRADEMARKS. For the duration of the Term, each Party hereby grant the other Party a non-exclusive, non-transferrable, non-sublicenseable, revocable, limited license to use the other Party’s trademarks, logos and other marks (the “Marks”) solely to promote and market the Parties’ collaboration hereunder and the Viber Public Accounts and/or the Viber Bots features, and to use for the purposes of fulfilling our obligations hereunder, provided that Viber shall have the right, in its sole and absolute discretion, to request from you at any time to remove, or amend your use of, Viber’s Marks and you shall do so within one (1) business day of such request. All use of Viber’s Marks shall inure to the sole benefit of Viber and all use of your Marks shall inure to your sole benefit. No right, title, or interest in or to either Party’s respective Marks are granted to the other Party under these Terms or through the Parties’ cooperation.
- RESTRICTIONS: You MAY NOT: (i)sell, lease, rent, assign, license, or otherwise distribute the Viber Services or any part thereof to any person or entity, on an as-is basis, i.e. where the Viber Services are offered without any additional services /value by you or third parties. This restriction shall not derogate from your right to commercialize your service or product which comprises, or makes use of the API; (ii) use the Viber Services, the API or any part thereof for any purpose other than expressly permitted by these Terms; (iii) reproduce, modify, copy, transmit or create derivate work of all or any portion of the Viber Services; (iv) reverse engineer, decompile, or disassemble the software underling the Viber Services or otherwise attempt to recreate all or any portion of the Viber Services or any part thereof; (v) remove the copyright notice from the Viber Services, API or the written materials and documentation, if any, accompanying the Viber Services or the API; (vi) use the Viber Services or any part thereof for any illegal purpose, or in violation of any local, state, national, or international law; (viii) disclose , or allow access to, any information provided to you by a Customer and/or Viber User to any third party, including without limitation the API access key, or use such information for any purpose other than to communicate directly with the applicable End User and/or Customer, without such End User’s and/or Customer’s prior written consent; or (vii) authorize any third party to do any of the foregoing.
- INTELLECTUAL PROPERTY. You acknowledge and agree that the Viber Services, the API, Viber’s Marks, the documentation and any and all intellectual property rights therein or related thereto, including without limitation, any modifications, enhancements, improvements of derivative works thereof (“Viber Intellectual Property”) are proprietary to Viber, whether or not patented or copyrighted and all right, title, and interest therein is and shall remain with Viber. Any and all feedback made by you to Viber shall be the property of Viber. You own and shall retain all right, title and interest in and to the Platform, your Marks and any and all intellectual property rights therein or related thereto (“Your Intellectual Property”). These Terms does not convey to a Party an interest in or to the any of the intellectual property of the other party, other than as expressly provided in accordance with these Terms.
- TERM AND TERMINATION. These Terms become effective as of the date on which you have accepted these Terms. and after accepting these Terms. Viber may terminate your access to the Viber Services for any reason whatsoever by providing you notice to the email address you provide Viber when registering to the Viber Services, without any liability on Viber’s part.
- CONFIDENTIALITY. Each party shall keep in absolute confidence and shall take all reasonable and necessary safeguards (and at least the same level of protection that it affords its own confidential information) all information disclosed by or gathered via the other party during the cooperation between you and Viber, which is confidential in nature, including without limitation, information on End Users or Customers, the API access key provided to you by the Customer, and/or any unique device identifier of the End User and/or Customer (the “Confidential Information”), and shall only disclose such information to its personnel on a “need to know” basis solely for the purpose of performing its respective obligations hereunder. Confidential Information, except for personal information of End Users and/or Customers, shall not include: (i) any information in the public domain; (ii) information the receiving party independently developed without use or reference to the Confidential Information; or (iii) information disclosed by a third party who is not in breach of any obligation of confidentiality. Upon request by the disclosing party, the receiving party shall return to the disclosing party (or destroy at the choice and instruction of thee disclosing party) all of the disclosing party’s Confidential Information. The provisions of this paragraph shall survive indefinitely.
- PRIVACY AND DATA PROTECTION. You hereby represent and warrant that: (i) you and the Platform are currently, and have been at all times since twelve (12) months before your use of the Viber Services, in compliance with all Privacy and Data Security Laws (as defined below). You shall: (a) use commercially reasonable efforts to safeguard the confidentiality and privacy of any Personal Data (as defined below) contained in data or content you receive or collect on End Users via the Platform and the Viber Services, and to protect it from unauthorized use or release; and (b) maintain a privacy policy which complies with all Privacy and Data Security Laws. “Privacy and Data Security Laws” means all applicable domestic and international privacy and data protection laws, rules, regulations, best practices and regulatory guidance relating to privacy, data security, cybersecurity and Personal Information or Personal Data. “Personal Information” or “Personal Data” shall have the meaning of such term or like terms set forth in the Privacy and Data Security Laws. You further represent and warrant that you do not and will not transfer or process any Personal Data or Personal Information outside the European Economic Area or other safe harbor jurisdiction. In the event that you intend to do so, you shall execute the standard contractual clauses approved by the European Commission (EC model clauses) with Viber.
In order to continually innovate and improve the Viber App and the Viber Services, Viber may collect certain usage statistics from the Viber Services and any devices utilizing the Viber Services (the “Devices”), including but not limited to, information on how the Viber Services and Devices are being used. The data collected is examined in the aggregate to improve the Viber App and Viber Services for End Users, Customers and partners and is maintained in accordance with Viber’s Privacy Policy available at https://www.viber.com/terms/viber-privacy-policy.
- YOUR REPRESENTATIONS AND WARRANTIES. You hereby represents and warrants that: (i) you are the sole and exclusive owner of your Intellectual Property, and you have the full right, authority and license to use your Intellectual Property or any part thereof under these Terms and according thereto; (b) your Intellectual Property does not infringe upon or otherwise violate any rights, including the intellectual property rights, of any third party, and you has not received notice of any claim or suit alleging that your Intellectual Property and/or any part thereof infringes or violates the rights of any third party; (c) you shall employ industry standard security measures to procure that a Customer account is secured and no third parties are granted access to a Customer’s account; (d) you shall not access and/or use information exchanged through your Platform using the Viber Services, for any reason other than to provide its services to the relevant Customer; (e) you shall comply with the documentation and technical instructions related to the use of API and/or the integration of your Platform with the Viber’s Public Account and/or the Viber Bot, as shall be provided to you by Viber; and (f) you have the authority, approval and right to provide the Platform for the Customer, if applicable, and that your use of our Platform is strictly for the benefit of that Customer.
- You shall indemnify, defend and hold harmless Viber, its affiliates and its respective officers, directors, employees and agents from and against any and all claims, demands, actions, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) an alleged or actual infringement of third-party intellectual property or other third-party rights; (ii) your breach of any of its obligations, warranties or representations under these Terms; (iii) an alleged or actual violation of any privacy rights or any Privacy and Data Security Laws; or (iv) any injuries or damage to person or property due to your gross negligence or willful misconduct (collectively, the “Indemnified Claims”). Viber shall have the right to select legal counsel to defend any Indemnified Claims, and you shall be solely responsible for any and all legal fees and costs arising out of such defense. In no event may you settle or compromise any Indemnified Claims without the prior written consent of Viber in each instance.
- NO WARRANTY. THE PROVISION OF THE VIBER SERVICES TO YOU AND ANY USE BY YOU OF THE API IS AT YOUR OWN RISK. THE VIBER SERVICES AND API ARE PROVIDED FOR USE “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIBER DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VIBER IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE VIBER SERVICES. VIBER DOES NOT WARRANT THAT THE VIBER SERVICES OR ANY PART THEREOF WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT THE APPLICABLE CUSTOMER AND THE END USERS SHALL BE RESPONSIBLE AND LIABLE FOR THE CONTENT THEY PROVIDE AND/OR SEND UNDER THE VIBER SERVICES AND PLATFORM AND VIBER HAS NO CONTROL OVER AND SHALL NOT BE LIABLE FOR THE CONTENT WHICH PASSES THROUGH THE USE OF THE VIBER SERVICES OR PLATFORM. YOU FURTHER ACKNOWELDGE THAT VIBER SHALL HAVE NO LIABILITY WHATSOEVER, AND YOU SHALL BE FULLY LIABLE AND RESPONSIBLE FOR, ANY ACT OR OMMISION OF THE CUSTOMER AND ITS USE OF YOUR PLATFORM. YOU ACKNOWLEDGE THAT VIBER DOES NOT EXAMINE THE USE OF SUCH CONTENT OR THE NATURE OR THE SOURCES OF THE CONTENT. YOU ACKNOWELDGE THAT VIBER DOES NOT STORE ANY DATA OR CONTENT AVAILABLE ON ITS SERVICE AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OF DATA YOU MAY SUFFER; THEREFORE, YOU MUST ENSURE THAT YOU HAVE THE APPROPRIATE BACKUP AND STORAGE OF ANY DATA OR CONTENT THAT YOU MAY PROVIDE OR COLLECT VIA THE VIBER SERVICES.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL VIBER OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF YOUR USE OR INABILITY TO USE THE VIBER SERVICES OR API, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING FAULT, NEGLIGENCE AND THE FAILURE OF THE ESSENTIAL PURPOSE. REGARDLESS OF THE CAUSE OR FORM OF THE ACTION, VIBER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE FEES OR CONSIDERATION, IF ANY, PAID BY YOU TO VIBER FOR THE PROVISION OF THE VIBER SERVICES.
- MISCELLANEOUS. Governing Law and Jurisdiction. These Terms shall be governed by the laws of the State of New York. The exclusive venue for any disputes arising out of or in connection with these Terms shall be the state or federal courts located in the State of New York, County of New York. You agree to accept service of any legal process by mail or overnight courier. Assignment. These Terms may not be assigned by you without the prior written consent of Viber. Viber may assign these Terms without your consent. Severability. Should any provision of these Terms be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining provisions hereof. Entire Agreement; No Waiver. These Terms represents the entire agreement concerning the Viber Services between you and Viber, and it supersedes any prior proposal, representation, or understanding between the parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Relationship of the Parties. The parties hereto are independent contractors and nothing herein will be deemed to create a legal partnership, joint venture, franchise or any agency or employment relationship between Viber and you and/or any of our or your employees.