Loora For Organisations - Terms and Conditions

GENERAL
1. These Loora for Organizations Terms (“B2B-Terms”) apply to all agreements between Loora A.I Ltd., a company incorporated under the laws of the State of Israel (“Loora”) and its clients who are organizations and not direct end-consumers of the App (“You” or “Partner/s”) to whom Loora provides Services.
2. These B2B-Terms shall govern all documents related to orders of Loora’s Services including any online, email or in-app ordering process agreed between Loora and the Partner (each an “Order”). The terms and conditions of each agreed Order shall incorporate these B2B-Terms.
3. These B2B-Terms shall also apply to any future grant of a license by Loora to You to use the App even if Loora does not refer to them in each individual case. These B2B-Terms, including the terms of our Privacy Policy, which is incorporated herein by reference, shall be deemed to be confirmed by the Partner at the latest when the Partner or the first Permitted User accesses the Services
4. These B2B-Terms and any terms set forth in the Order apply to the exclusion of all other terms, including any terms included in any purchase order issued by You or on Your behalf. Different, conflicting or supplementary terms shall only become part of an Order if and to the extent that Loora has expressly consented to such terms in writing. Electronic signatures, whether digital or encrypted, shall have the same force and effect as manual signatures.
5. Any notices made under this license shall be made in writing (including via email).
6. Loora reserves the right, in its sole discretion, to modify these B2B-Terms including any other policies incorporated thereto, at any time by posting the modified provisions at Loora.ai. Please note that any such modifications shall become effective immediately upon posting. IF YOU DO NOT AGREE TO ALL OF THESE B2B-TERMS, DO NOT ACCESS AND USE ANY PART OF THE APP AND/OR SERVICES.
THE APP AND SERVICES
1. Loora is a language learning software that enables users to learn and improve English through interactive conversation-based language lessons with an AI-powered tutor (the “User”, and the “App”, respectively). The App may include the sending of push-notifications, messages, emails, alerts via various means of communication. In addition, the App may include third party advertisements and/or commercial content. The User can deactivate the push-notifications, if applicable, at any time by changing the notification settings.
2. Subject to the terms and conditions agreed in each Order, Loora grants Partner access to Loora’s language learning software which is offered as software-as-a-service as specified in the Order (“Services”).
3. Loora may implement new versions and upgrades of the App or Services including, but not limited to, modifications to the design, operational method, technical specifications, systems, and other functions of Services, at any time.
4. Loora may provide the Partner with a dedicated online account (“Partner Account”) and/or administrator portal (“Admin Portal”) where the Partner shall manage its Orders and Licenses.
5. Loora may retain subcontractors, including third-party software suppliers, for the performance of any of its obligations under any Order at any time.
RIGHTS OF USE | PERMITTED USERS
1. Subject to the terms and conditions of the Order, Loora grants Partner a non-exclusive, non-transferable, non-sublicensable worldwide right and license solely to allow the Permitted Users to use the App for the App's intended purpose of language learning (“License”). Loora offers the App as described on Loora’s website including the user on-boarding process (if any) as well as the frequently asked questions sections, in each case as updated from time to time (“Documentation”).
2. Unless otherwise agreed, the Partner may only permit its participants (employees, freelancers, students, clients, etc.) (collectively “Permitted Users”) to use the Services, provided that (a) the Partner has obtained a License for each such user; (b) each such user has accepted vis-à-vis Loora’s the then-current Loora’s general Terms & Conditions and Privacy Policy; (c) the Partner procures that such users comply with both the B2B-Terms and the general Terms & Conditions; (d) the Partner remains responsible and liable towards Loora for all acts and omissions of such users; and (e) the Services are used solely for the benefit of the Partner.
3. A Permitted User must be at least sixteen (16) years of age, who can form legally binding contracts under applicable law and for their own personal use. Loora may ask the Partner or any Permitted User to present proof of the Permitted User’s identity, their legal age, and/or their legal representative’s consent at any time.
4. You acknowledge that: the provision of access to the App by the Permitted User is solely Your responsibility and You are entitled to replace such Permitted Users with other Permitted Users in Your sole discretion. You acknowledge that Loora does not monitor the Permitted Users access to the App via the link provided to You.
PARTNER’S RESPONSIBILITIES
1. The Partner and/or the Permitted User shall be responsible for obtaining and maintaining any technical equipment and related ancillary services required to connect to, access or otherwise use the Services, including, without limitation, hardware and software (collectively the “System”), networks and internet connections at the Partner’s and/or the Permitted User’s cost.
2. The Partner shall keep information in the Admin Portal up to date and correct. The Partner and Permitted Users shall ensure that user identities, passwords and similar credentials used for accessing the Services are used and stored in a secure manner, cannot be accessed and used by unauthorized third parties and are immediately changed in the event of unauthorized disclosure. Partner acknowledges that Loora does not monitor the Permitted Users access to the App and the Partner shall notify Loora promptly of any unauthorized use of any password or account or any other known or suspected breach of security or misuse of the Services.
3. Partner acknowledges that the provision of Permitted User access to the App is solely Partner's responsibility and Partner is entitled to replace such Permitted Users with other Permitted Users in its sole discretion.
4. Partner undertakes to ensure that each Permitted User accepts Loora’s general Terms and Conditions and accompanying Privacy Policy prior to commencing use of the App.
5. Loora may, without notice or liability, investigate any complaints or suspected violations of the Order including these B2B-Terms that come to its attention and may take any action that it believes is appropriate, including, but not limited to, restricting, suspending, or terminating the Partner’s or any user’s access to the Services.
6. Partner shall be liable for losses or damage incurred by Loora if the Partner or a Permitted User intentionally or negligently reveals their identity/password to a third party or if their identity and password otherwise become known to an unauthorized party.
****MAINTENANCE AND SUPPORT FOR THE SERVICES
1. Subject to the Partner’s payment of the Service Fees, Loora shall provide Maintenance and Support for the Services to the extent specified in the Order. “Support” shall mean Loora’s obligation to use commercially reasonable efforts to respond to reasonable support requests of the Partner with regard to Services by troubleshooting issues and providing assistance within reasonable time. “Maintenance” shall mean Loora’s obligation to use commercially reasonable efforts with regard to the Services related to error resolution, bug fixes and the provision of updates and upgrades made generally available by Loora in its sole discretion.
2. The Partner may notify Loora of any errors via the email address [email protected] or any other email address that Loora may provide from time to time, and Loora shall use commercially reasonable efforts to timely correct any notified errors, subject to: (a) the Partner providing a detailed description of the error and its reproducibility to Loora; and (b) depending on the priority of the error to be reasonably determined by Loora in its sole discretion.
PAYMENT
1. Partner shall pay the fees for the Services upfront at the start of each billing cycle (monthly or annually, as applicable) (the "Billing Cycle”), as specified in the Order (the “Service Fees”). Payment will constitute acceptance of these terms and conditions.
2. If You upgrade the Order and add Licenses in the middle of a Billing Cycle, payment for the new Licenses will be at the time of the upgrade, and You will be charged at a prorated cost for the remainder of your current Billing Cycle.
3. If you choose to downgrade the Order and remove Licenses purchased, those Licenses shall still be active until the end of the current Billing Cycle (monthly or annually, as applicable) and your Order downgrade will go in effect at the start of the next Billing Cycle.
4. Unless specified otherwise, the Partner shall make all payments via any of the payment methods offered on the Partner Account. In the event that the Partner and Loora agree on payment against invoice, full payment for invoices must be received by Loora thirty (30) days after the mailing date of the invoice.
5. All Service Fees are exclusive of, and the Partner shall pay all applicable taxes, duties, and assessments, however designated, which are levied or imposed upon such Service Fees.
6. Reselling or transferring of discount codes provided by Loora to Partner (if applicable) is prohibited.
7. All Orders automatically renew. When a payment method fails on a renewal date, Partner will have a 14-day grace period to change the payment method or resolve the current issue. The Licenses will continue to work during those 14 days. If Partner has not added a valid form of payment after the grace period ends, Loora may suspend the Partner’s access to the Services in accordance with applicable law, and in case of payment via invoice - if payments are not received by Loora within fourteen (14) days of the due date.
8. Authorized payments are final. No refunds will be given for Licenses purchased or downgrades. If You want to request a refund, please contact us at [email protected].
9. Only the entity making payment to Loora shall be eligible for any applicable refund and Loora disclaims all liability towards any non-paying entity, irrespective of their use of the App.
INTELLECTUAL PROPERTY AND LICENSE
1. Loora retains all right, title, and interest in and to the App and Services (including any and all related intellectual property rights). Subject to these B2B-Terms, Loora hereby grants You a limited, non-transferable, non-exclusive, non-assignable, non-sub-licensable license to access and use the Services and the App, provided that You will not alter or modify any part of the Services, other than as may be reasonably necessary to use the App and Services for its intended purpose. Except as expressly provided herein, no other rights or licenses, expressed or implied, are granted to You by Loora with respect to the App and Services.
2. All photos, illustrations, drawings, animations, texts, scripts, designs, graphics, logos, audios, videos, songs, interactive features, trademarks, service marks, trade names, the "look and feel" of the App and other features obtained from or through the App as well as any other content (“Content”) used, displayed, included, incorporated, uploaded, posted or published by Loora or any third party on its behalf to the App (other than User Content, as defined below), are the sole property of Loora and/or their licensors (“Loora’s Content”), and You may not use, download, distribute and/or copy them, in whole or in part, without the prior written permission of Loora or any relevant third party. For the sake of clarity, You may not copy, reproduce, modify, publicly display, publicly perform, publish, distribute, sell, license, rent, transfer, reproduce, create derivative works based on, or exploit in any way, Loora’s Content or any part thereof.
3. You may from time to time provide Loora with suggestions for new features or functionalities of and with feedback regarding the App or the Services. Loora shall be free to take such suggestions or feedback into consideration. You grant to Loora, without charge, the fully paid-up, perpetual, sublicensable right to exploit such feedback for any purpose.
4. The Partner agrees that Loora may refer to the Partner by its trade names and logos and may briefly describe the Partner’s business in Loora’s marketing materials and on Loora’s websites.
RESTRICTIONS ON USE
1. You hereby warrant that You have the authority to enter into these B2B-Terms, and that your use of the Services on behalf of any third party is authorized by such third party. If You learn of an unauthorized use of the App by a third party, we encourage You to notify us.
2. You hereby warrant, represent and undertake that You will not, and will not permit or authorize third parties to: (a) use the App and/or Services in any way that: (i) is defamatory, abusive, harassing, threatening, racially, or constitute an invasion of a right to privacy of another person, or otherwise offensive, violent, vulgar, obscene, or otherwise harms or can reasonably be expected to harm any person or entity; (ii) infringes, violates, misuse or otherwise interferes with any copyright, patent, trademark, trade secret or other intellectual property right or contractual rights of any third party; (iii) is illegal or encourages or advocates illegal activity; (b) post or transmit any communication or solicitation designed or intended to obtain password, account, or private information from any third party; (c) contains viruses, trojan horse, worm, or any other computer programs designed to interrupt, destroy, or limit the functionality of the App and/or Services and/or any system, computer software, hardware or telecommunications equipment; (d) create a false identity or impersonate another person; (e) “stalk” or otherwise harass another or is antisocial, disruptive, or destructive, including “flaming“, “spamming“, “flooding“, “trolling“, and “griefing“ as those terms are commonly understood and used on the Internet; or (f) violate these B2B-Terms and any applicable law or regulation.
3. You will not, and will not permit or authorize third parties to: (a) take any action intended to circumvent or disable the operation of any security feature or measure of the App and/or Services; (b) publish, distribute, sell, disclose, market, sublicense, rent, lease, display, provide, transfer or make available the App and/or Services, or any portion thereof, to any third party; (c) decompile, reverse engineer, disassemble, enhance, or otherwise make any attempt to discover the source code of the App and/or Services, or any part thereof; (d) modify, reproduce, or create derivative works from the App and/or Services or any part thereof; (e) access the App and/or Services or Loora’s facilities via automated means, including by crawling, scraping, caching or otherwise (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent); or (d) use the App and/or Services in any manner that is illegal or not authorized by these B2B-Terms.
THIRD PARTIES’ WEBSITES

The App may contain links to other third parties’ websites, applications or features, or referrals to certain third parties’ products or services that are not owned or controlled by Loora and that Loora has no control over them. Loora is not responsible for the availability and/or accuracy and of information on such sites and/or privacy practices or any other practices. Loora does not endorse and is not responsible or liable for any content including but not limited to content advertising, products or other information on or available from such linked sites and. If You choose to visit such third party’s websites, applications or features, or use its products or services, please be aware that such third party’s own terms of use and privacy policy will apply and govern your activities and any information You disclose while interacting with such third parties. Loora does not make any representation or warranty whatsoever regarding such third party’s websites, applications, features, services, products or Content.

USAGE RULES

If You and/or the Permitted User downloads the App from a third party platform, service provider or distributor, such as Apple App Store, Google Play Store, Amazon Appstore, etc. (the “Platform Provider“), your use of the App may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App (“Usage Rules“). It is your responsibility to determine what Usages Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider's Usage Rules and the Usage Rules applicable to your use of the App are incorporated herein by reference. In the event of a conflict between these B2B-Terms and the terms of any applicable Usage Rules, which relates solely to the Platform Provider's representations, warranties, restrictions on use of the App, obligations, limitation of liability (to the extent applicable to the Platform Provider) and/or other provisions that impose any responsibility on the Platform Provider, the terms of the applicable Platform Provider's Usage Rules shall prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.

TERMINATION
1. The Services shall begin at the day of an Order, regardless of when a Permitted User accesses the App.
2. All Orders shall automatically and continuously renew for additional billing cycles (monthly or annually, as applicable), either once a month or once a year (if you pay yearly – on the same calendar day you first purchased the Order, if you pay monthly – each following month).
3. Partner may terminate the Order for convenience at any time. All Licenses will remain active until the end of the applicable billing cycle specified therein, and no pro-rated refunds will be given for the remaining License time.
4. Loora may terminate or suspend Licenses, accounts and access to the App and/or Services (or any part thereof) immediately, without prior notice or liability. All the provisions of these B2B-Terms which by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability) shall remain in full force and effect following termination thereof. Termination of these B2B-Terms shall not relieve You from any obligation arising or accruing prior to such termination or limit any liability which You otherwise may have to Loora.
PRIVACY POLICY
1. You acknowledge and agree that Loora may collect certain data and other information about You and the Permitted User through the App and/or Services. You undertake to ensure that each Permitted User accepts the Privacy Policy prior to commencing use of the App. Our collection and use of such information is governed by our privacy policy, which is available at Loora’s Privacy Policy (the “Privacy Policy”). By using our App and/or Services, You acknowledge that You have reviewed also our Privacy Policy and agree to be bound by its terms and conditions.
2. The Partner is solely responsible to ensure that processing of personal data of the Partner’s Permitted Users by Loora is in compliance with any relevant employment contract, collective agreements, works council agreements, and applicable labour law.
WARRANTY AND DISCLAIMER

You represent and warrant that you have checked the specification of the Services as described in the Documentation and it meets your needs and wishes. You are aware of the essential functionalities and features of the Services. The extent, nature and quality of the Services are determined by these B2B-Terms, the Order, and the Documentation.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS SOLELY WITH YOU. THE SERVICES AND APP ARE SUPPLIED “AS IS”, AND WITHOUT WARRANTY OF ANY KIND. LOORA DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS. LOORA MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE APP, THE SERVICES, THE CONTENT AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, NON-INFRINGEMENT OR COMPLETENESS OF RESPONSES, RESULTS AND LACK OF NEGLIGENCE.

THE APP IS BASED ON ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING. THIS MEANS THAT THE APP IS ABLE TO RESPOND TO YOUR INPUT AND HAVE A CONVERSATION WITH YOU. HOWEVER, THE APP’S OUTPUT, ESPECIALLY IN THE COURSE OF A CONVERSATION OR ITERATIVE DISCOURSE WITH YOU IS HIGHLY DEPENDENT ON YOUR INPUT. THE APP PROHIBITS THE INPUT OF EXPLICIT, OBSCENE, OFFENSIVE, ABUSIVE, RACIST, HATE-BASED OR OTHER RELATED CONTENT. ANY RESPONSE AUTONOMOUSLY GENERATED TO SUCH CONTENT (OR ANY OTHER CONTENT YOU INPUT) BY THE APP IS NOT ENDORSED BY LOORA AND IS AT YOUR SOLE RESPONSIBILITY AND LIABILITY. LOORA SHALL NOT BE LIABLE TO THE CONTENT OF SUCH RESPONSES.