Customer Terms and Conditions – Business 

These Terms and Conditions ("Terms") constitute a binding agreement between you ("Customer" or “you”) and us, Driply Technology Services Ltd., a company incorporated under the laws of Israel, company registration number 51696484, with registered office at HaVradim 14, Kfar Shmaryahu, Israel (“Driply”, “Company” or “we” or “us”), the owner and operator Driply's website (https://www.driply.me) and govern your access and use of our Platform (as defined below). 
By accessing or using the Platform, Customer expressly acknowledges and agrees to enter a legal agreement with Driply and have understood and agrees to comply with these Terms. If you are entering into these Terms on behalf of your employer or other legal entity, you represent and warrant that you have full authority to bind to these Terms. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
If you do not agree to be bound by these Terms, please do not access or use the Platform.  

SUBSCRIPTION

Subject to the terms and conditions of these Terms (including without limitation Customer's payment of all applicable Fees), Driply grants Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term (defined below), to remotely access and use the Company's software-as-a-service (SaaS) (the "Platform"), solely for Customer's internal purposes and specifically to enable the Customer to use the Platform in relation to a single event of the Customer ("Subscription"). Customer may use the Platform during the Subscription Period (as defined below) subject to the use limitations specified in these Terms and applicable laws and regulations.
The Platform will allow you to create your own reels, videos, albums, etc. or any other content from the photos and footage that were uploaded to your Account ("Customer Footage"). You hereby warrant and represent that you have and shall provide(d) all appropriate notices and obtain(ed) all required consents and approvals for using the Platform including uploading footage that may include biometric data of the event’s participants. Customer shall be at all times solely responsible and liable for Customer Footage and the consequences of uploading and using it within the Platform. Customer warrants that the use of Customer Footage through the Platform does not and shall not violate, misappropriate or infringe any intellectual property, copyright, moral rights or third party rights, of any kind or any applicable laws.

 
ACCOUNT; SUBSCRIPTION SCOPE; AND ADDITIONAL PURCHASES

Account. In order to access the Platform, Customer must set up an administrative account with Company, by submitting the information requested in the applicable Platform interface ("Account"). Customer warrants that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer shall be responsible and liable for all activities that occur under or in such Account and shall be responsible for the acts of any third party to which the Customer has authorized access to the Account (“User”). Customer shall keep user ID and password information strictly confidential and not share such information with any unauthorized person. Unauthorized access or use of the Platform must be immediately reported to the Company.
Subscription Scope. Company currently offers various packages to its customers. The scope and term of each package shall be limited to and performed in accordance with the subscription plan to which you have subscribed to (“Subscription Plan”). You may upgrade your Subscription Plan at any time during the Term (as defined below) by contacting us via support@Driply.me.

PAYMENT 

Your access to and use of the Platform is subject to payment of the subscription fees applicable to your Subscription Plan, or the Subscription Plan of the Customer on whose behalf you are accessing the Platform, as may be updated from time to time (“Fees”). 
Except as may be expressly agreed otherwise in writing between you and Company: (a) all Fees are stated, and are to be paid, in US Dollars; (b) Subscription Fees for the Initial Subscription Period (as defined below) shall be paid advance; (c) Subscription Fees for the Extended Subscription Period (as defined below) shall be recurring monthly fees, paid in advance per each month (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per week and the highest amount permitted by applicable law. 
Failure to pay us the Fees when due or otherwise breach of these Terms by Customer will entitle Driply to suspend or terminate your subscription immediately or prevent your access to any parts of the Platform. 
Amounts payable under these Terms are inclusive of all applicable taxes, including Value Added Tax (VAT), unless otherwise explicitly stated. If any prices are shown excluding VAT, the total price including VAT will be clearly disclosed before the completion of any transaction. The Company reserves the right to adjust pricing in accordance with changes in tax rates or applicable laws.

USE RESTRICTIONS

You shall not do (or permit or encourage to be done) any of the following restrictions (in whole or in part): (a) sell, assign, transfer, lease, rent, sublicense the Platform or Platform content; (b) decompile, disassemble, decrypt, reverse engineer, or extract or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) or internal composition of, the Platform or Platform content; (c) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Platform or Platform content; (d) circumvent, disable or otherwise interfere with security-related or technical features or protocols; (e) use the Platform or Platform content to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, the Platform or Platform content; (f) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Platform or Platform content; (g) take any action that imposes an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Platform, or otherwise abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure, and/or (h) use the Platform for or in any illegal and unlawful purposes or manner.

DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY 

Company represents and warrants that, under normal authorized use, the Platform shall substantially perform in conformance with the documentation and specification provided to the customer at the time of subscription (“Documentation”). As Customer's sole and exclusive remedy and Company's sole liability for breach of this warranty, Company shall use commercially reasonable efforts to repair the Platform. The warranty set forth herein shall not apply if the failure of the Platform results from or is otherwise attributable to: (i) repair, maintenance or modification of the Platform by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Platform; (iii) use of the Platform other than in accordance with the Documentation; or (iv) the combination of the Service with equipment or software not authorized or provided by Company.

OTHER THAN AS EXPLICITLY STATED IN THESE TERMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM (INCLUDING WITHOUT LIMITATION ANY OUTPUT AND CONTENT CREATED BY IT) (COLLECTIVELY, THE "COMPANY MATERIALS") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DOES NOT WARRANT THAT: (I) THE COMPANY MATERIALS WILL MEET CUSTOMER'S REQUIREMENTS, OR (II) THE COMPANY MATERIALS WILL OPERATE ERROR-FREE. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER'S HOSTING SERVICES. 
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSS OF MONEY, JOB OPPORTUNITY, GOODWILL, REPUTATION, DATA, INTANGIBLE LOSSES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM AND ANY COMPANY MATERIALS; EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. 
IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION, YOU AGREE THAT OUR MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS AND THE USE OF, OR THE INABILITY TO USE, THE PLATFORM AND ANY COMPANY MATERIALS, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO US BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. 
CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD DRIPLY AND ITS AFFILIATES, PARTNERS, AND AGENTS HARMLESS FROM AND AGAINST ANY LOSSES, DAMAGES, CLAIMS, LIABILITIES, OR EXPENSES (INCLUDING REASONABLE LAWYER’S FEES) ARISING OUT OF A CLAIM BROUGHT BY A THIRD PARTY RELATING TO (I) CUSTOMER OR ANYONE ON HIS BEHALF'S BREACH OF THESE TERMS; OR (II) ANY VIOLATION OF ANY APPLICABLE LAW BY CUSTOMER OR ANYONE ON HIS BEHALF IN CONNECTION WITH THE PLATFORM. 

OWNERSHIP

Platform. Company (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all intellectual property rights) in and to: (a) the Platform, and all related software and intellectual property; and (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship. Company shall be entitled, from time to time, to modify and replace features in the Platform (but not material functionalities, unless it improves the material functionality) and user interface. Nothing herein constitutes a waiver of Company’s intellectual property rights under any law.
Feedback. If Company receives any feedback, suggestions, or ideas for or about the Platform (collectively, "Feedback") all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and such shall be considered Company's confidential information. Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of the Feedback.
Analytics Information. Any non-Customer-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation, support, and/or Customer’s use, of the Platform (such as metadata, aggregated data, analytics, security findings or discoveries, etc.) (collectively, "Analytics Information") may be used by the Company for providing the Platform, for development, and for statistical purposes. Such Analytics Information is Company's exclusive property.
Customer Data. As between the Parties, Customer is, and shall be, the sole and exclusive owner of (a) all data and information inputted or uploaded to the Platform by or on behalf of Customer or otherwise integrated with the Platform; (b) any output and content created specifically for the Customer by the Platform (collectively, "Customer Data"). Customer hereby grants Company and its affiliates a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable (except to Company's subcontractors, if applicable), non-transferable right and license, to access and use the Customer Data, including without limitation for Company's provision of the Platform and related services hereunder, as well as to improve the Platform and Company’s services thereunder. Company may however be required to disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, store, transfer, and/or process the Customer Data through Company's affiliates, subsidiaries, third party service providers and vendors as reasonable necessary to provide the Platform.

  
THIRD-PARTY CONTENT 

Our Platform may enable you to view, access, link to, and use content from third party sources that are not owned or controlled by us ("Third Party Content"). We are not affiliated with and have no control over any Third Party Content. We do not assume any responsibility for the content, terms of use, privacy policies, actions or practices of, any Third Party Content. Please read the terms of use and privacy policy of any third party source that you interact with before engaging in any such activity. For the avoidance of doubt, you always have the choice of deciding whether or not to interact with a third party source or to view and use Third Party Content. Your interaction with a third party source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk. 

TERM AND TERMINATION

Term and Subscription Period. These Terms commences on the date you have subscribed to the Platform and shall continue pursuant to these Terms (“Term”). The Subscription period will commence upon the successful upload of the first photo to the Platform for a period of six (6) months (“Initial Subscription Period”). The Customer may extend the Subscription Period for additional one month terms (“Extended Subscription Period”) by subscribing for the additional term and subject to the payment of an additional recurring monthly fee of 2.99 USD$. The Initial Subscription Period and the Extended Subscription Period shall collectively referred to as the “Subscription Period”.
The Customer may request to terminate these Terms and receive a refund of the Fees within 14 days from the commencement of the Term, provided that the Customer did not commence the use of the Platform and upload any photo to the Platform. Once the Initial Subscription Period has begun, no refunds will be issued. To the extent the Customer subscribes to the Extended Subscription Period and wishes to terminate the Extended Subscription Period, the Customer may do so at any time by sending a notice to the Company to the following email address: support@Driply.me. Alternatively, cancellation can be processed through the Platform. The Extended Subscription Period shall end 3 business days after such notice is received, and the Customer shall be entitled to receive a pro rata refund for the remaining portion of the Extended Subscription Period already paid.
Termination. Upon termination or expiration of the Subscription Period : (a) the Subscription shall automatically terminate; (b) Customer shall cease all access and use of the Platform (and Company shall be entitled to verify same) and certify in a signed writing that it has done so; and (c) Customer shall pay any outstanding Fees and other charges that accrued as of termination, which shall become immediately due and payable, and, if necessary Company shall issue a final invoice therefor. Customer acknowledges that upon expiry of the Subscription Period, it will have no further access to any Customer Data within the Platform. Upon such expiry, Company may notify the Customer that Customer Data could be deleted if the Subscription Period is not extended within 30 days, and Company may (but shall not be obligated to) delete any Customer Data as may have been stored by Company at any time. Sections ‎3, 5, 6, 8, 9 shall survive termination of these Terms, as shall any provision that is expressly stated to so survive or that ought by its nature to survive.

JURISDICTION AND MISCELLANEOUS   

With respect to the personal information you may provide in order to register and use the Platform, the terms of our Privacy Policy, found here: https://www.driply.me/privacy-policy-1 shall apply and shall be deemed part of these Terms.
These Terms shall be governed by, and construed in accordance with, the laws of the State of Israel without regard to any conflicts of laws rules or principles. Any claim, dispute or controversy between the parties will be subject to the exclusive jurisdiction and venue of the courts located in Tel Aviv-Jaffa, Israel, and each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, each party may seek equitable relief in any court of competent jurisdiction. 
We reserve the right to discontinue or modify any aspect of the Platform at any time. We also reserve the right to modify these Terms and the Fees from time to time by posting an updated version. If you do not fully agree to these Terms or any modifications, you should immediately cease using the Platform.
These Terms and the privacy policy represent the entire agreement of the Parties with respect to the subject matter hereof and supersedes and replaces all prior and contemporaneous oral or written understandings and statements by the Parties with respect to such subject matter. Any terms and conditions printed, or linked to, within any Customer’s purchase order which are in addition to and/or inconsistent with the terms and conditions of these Terms, shall be of no effect. These Terms may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.
Company may assign its rights or obligations under these Terms without the prior written consent of the Customer. Customer may not assign these Terms without Company’s prior written consent. 
If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party's right to exercise such right or any other right in the future. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other provision.
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 shall not be deemed a waiver by that Party as to subsequent enforcement or actions in the event of future breaches. Any waiver granted hereunder must be in writing.
Please contact us with any questions or requests via support@Driply.me.

Last updated: January 1, 2025.