Last Updated: June 7, 2022
Moovit App Global Ltd. and its affiliates (“Moovit“, “we“, “our“, “Company“), welcome you (“User” or “you” or “Agency”) to our online WebApp, as described below. These Moovit WebApp Terms of Service (the “Terms”) are made by and between you and Moovit. If you are agreeing to these Terms not as an individual but on behalf of your company, government, Agency, transportation company or other entity for which you are acting (for example, as an employee or governmental official), then “you” means your entity and you are binding your entity to this Terms. Moovit reserves the right, at its discretion, to change, modify, add, or remove portions of these terms at any time by posting the amended terms. Please check these terms periodically for changes. Your continued use of the services covered under this Terms after the posting of changes constitutes your binding acceptance of such changes. You and Moovit may each be referred to herein individually as a “Party” or collectively as the “Parties.”
By clicking on the “I agree” (or similar button or checkbox) that is presented to you at the time of your login, or by using or accessing the Moovit WebApp, you indicate your assent to be bound by these Terms. If you do not agree to these Terms, do not use or access the applicable Moovit Services.
1. INTERPRETATION; DEFINITIONS
1.1. The preamble of this Terms constitutes an integral part hereof.
1.2. The headings of the sections and subsections of this Terms are for convenience of reference only and are not to be considered in construing this Terms.
1.3. “Moovit App” means Moovit’s downloadable mobile application.
1.4. “Affiliate” means any entity that is directly or indirectly controlling, controlled by or under common control with a Party. For purposes hereof, control means owning at least a fifty percent (50%) interest in such entity or having the ability to control such entity’s management.
1.5. “Authorized User(s)” means any individual who is authorized by you to use and/or access the WebApp to whom you (or Moovit at your request) have supplied Login Credentials or embeddable code. Authorized Users may include, without limitation, your employees, consultants, contractors and/or agents.
1.6. “Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party or its Affiliates hereunder (the “Receiving Party”), either directly or indirectly, in writing, orally, electronically or by inspection of tangible or intangible objects, including without limitation technology, information, data and/or data segments, ideas, samples, techniques, methods, business plans, works of authorship, models, inventions, know-how, processes, equipment, prices, software, customer and partner information and identities, and other information related to the past, current and future products and services whether or not marked or designated “confidential” or “proprietary.” Confidential Information shall not, however, include any information which the Receiving Party can establish (a) was publicly known and made generally available in the public domain prior to the time of disclosure to Receiving Party; (b) becomes publicly known and made generally available after disclosure to Receiving Party through no action or inaction of Receiving Party; (c) is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure as shown by Receiving Party’s files and records immediately prior to the time of disclosure; or (d) is or has been independently developed by the Receiving Party without use of or reference to the Confidential Information.
1.7. “Intellectual Property Rights” means all intellectual property rights, including without limitation patents, copyrights and registrations, renewals, extensions, combinations, divisions, reissues thereof, and applications for registration thereof, computer software, programs, data and documentation, technology, trade secrets and Confidential Information, whether patentable or non-patentable or whether or not reduced to practice, know-how, integrated circuits, layouts, designs, prototypes, laboratory protocols,
enhancements, improvements, works-in-progress, research and development information, discoveries, inventions, improvements, procedures, processes, formulations, techniques, trademarks, trade dress, logos, packaging and other proprietary rights and registrations and any improvements, enhancements, and derivations relating to any of the foregoing (including, without limitation, remedies against infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions) which may exist anywhere in the world.
1.8. “Marks” means any trademark, service mark, trade name, name, logo, slogan, tagline, product or service name, design, look-and-feel, or any other insignia or commercial symbols.
1.9. “Moovit Services” means generally the Moovit developed, owned and operated online Mobility as a Service platform including public transportation data, information and analytics services, proprietary public transit mobile applications, web-based services, WebApp, and other related products and services as may be offered by Moovit from time to time.
1.10. “User(s)” means any user of the WebApp, including but not limited to Agency, Authorized Editor and/or Mooviter.
1.11. “WebApp” mean the Moovit proprietary platform and web services that can be customized and embedded as a Widget or Web App via Moovit web page available to access and use via (i) the Moovit web service page at: https://moovitapp.com/israel-1/poi/he via widget; or (ii) as can be directly provided by Moovit form time to time, to be embedded in your websites, pursuant to these Moovit WebApp and Widget Terms of Service. The WebApp enables Users to plan and optimize public transportation trips. This includes providing Users with public transit related information, including live, offline and online map information, line and station views, routing, live arrivals and departures, estimated times of arrival and service alerts. It also includes relevant information from transit agencies in Moovit-supported cities including location of transit stops, name of transit agency, timetable and frequency of transit routes, delivers transit-related alerts and User advisories, as well as information regarding points of interest in the vicinity. All in order to assist Users to plan and optimize transportation trips. (collectively, the “Public Transit Information”).
Moovit also integrates, provides and collaborates with third party providers to provide, additional transit and transit-related services, including on-demand transit services such as taxi-ride platforms and service providers, public bike-sharing services, car-on-demand rental services and related payment services. As part of the Public Transit Information Moovit also delivers to Users information about such third party transit-related services. Moovit continuously updates its service with new offerings of new transportation means and transit related services and features, some of which may be experimental and/or offered in limited locations.
2.1. Provision of Services. Moovit will make available to you the WebApp and such other related services pursuant to this Terms.
2.2. These Terms govern your access and use of the WebApp.
3. SCOPE OF RIGHTS; RESTRICTIONS
3.1. License. Subject to the terms and conditions of this Terms, Moovit grants you a limited, nonexclusive, nontransferable, non-commercial, non-sub licensable, royalty-free, revocable right to access and use the WebApp. For the avoidance of doubt, this Terms does not convey to you any interest, title, or right to any Moovit Services, including but not limited to the WebApp, data or Content (whether provided as part of the WebApp or otherwise) other than as explicitly provided herein.
3.2. End User License. Access to the WebApp shall be licensed directly (not sold) to End Users pursuant to the Moovit Terms (as defined below), as amended by Moovit from time to time. For the purpose of these Terms, the term “End Users” means Users of the Moovit mobile application (s) in the Territory.
3.4. You shall be solely responsible for any act or omission of any of your representatives, employees, agents, Affiliates or Users (whether or not as Authorized Users) in connection with the access and/or use of the WebApp. Any action or activity occurring through your WebAppshall be deemed to be provided and/or taken by your Authorized User(s), and you shall be solely responsible for all such activities.
3.5. Use Restrictions. Moovit WebApp, data and/or any other materials provided hereunder is subject to the following restrictions of use: you shall not, and shall not authorize others, directly or indirectly to: (a) use any of the Moovit WebApp in a manner circumventing or exceeding the purpose, structure mechanisms and/or scope explicitly allowed under these Terms; (b) use the WebApp, or any part thereof, on a standalone basis or otherwise use or make available the Moovit WebApp for the benefit of anyone other than its end Users; (c) translate, copy or reproduce the Moovit WebApp, in whole or in part; (d) reverse engineer, decompile or disassemble the Moovit WebApp, (or any part thereof); (e) modify or create any derivative works of the Moovit WebApp or any other part thereof; (f) sell, rent, loan, license, sublicense, distribute, assign or otherwise make available or transfer any of the Moovit WebApp in whole or in part other than as explicitly provided in these Terms; (g) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms (if any) or per use/per query payment mechanisms/limitations contemplated under these Terms, or otherwise derive any source code, algorithms, structure or organization form of the Moovit WebApp or any part thereof; (h) transmit or otherwise make available in connection with the WebApp any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive or invasive code or component; (i) interfere with or disrupt the operation of the Moovit WebApp or the servers or networks that host the Moovit WebApp, or disobey any requirements, procedures, policies or regulations of such servers or networks; (j) frame or mirror any part of the Moovit WebApp or any part thereof; (k) use the Moovit WebApp in a manner that may reasonably harm the goodwill or reputation of Moovit, including in combination of any solutions, services or content that contain illegal, abusive, harassing defamatory, pornographic, sexual or other offensive material; (l) cache, scrape, export or extract or otherwise bulk-download and/or store any transit data or other materials or information made available via the Moovit WebApp, in whole or in part; (m) create a database by any of the actions set forth in the foregoing subsections with respect to any or all of the data, information, content or materials accessible via the Moovit WebApp; (n) directly or indirectly take any action to contest Moovit’s Intellectual Property Rights in the Moovit WebApp or Moovit Service; (o) allow and/or enable a third party to do any of the aforementioned. For the purpose of this Terms, the term “Intellectual Property Rights” means all copyright rights, patent rights (including reissues, divisions, renewals, extensions, Provisionals, continuations and continuations-in-part thereof, and equivalent or similar rights anywhere in the world in inventions and discoveries), trademark rights, know how, data, code, UI, design, look and feel, trade secret rights, moral rights, rights of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all applications and registrations, renewals and extensions thereof, under the applicable law of any state, country, jurisdiction or international treaty all whether reduced into practice or not and whether registered or registerable or not; (p) remove, or disassociate from the WebApp and/or the Moovit Service any copyright, trademark or other proprietary notices contained in such materials; or (q) infringe or violate any of the terms and conditions of this Terms.
4. PROPRIETARY RIGHTS
4.1. Moovit Proprietary Rights. Moovit owns and shall continue to own all rights in and to the WebApp, including all parts thereof, the Content, Moovit Marks (as defined below), Moovit’s Confidential Information, all data models, designs (including the “look and feel” of the WebAppor other Moovit Service), architecture, modifications, enhancements, derivatives, substitutes, or emulations of the aforementioned and any Intellectual Property Rights embodied therein and therefrom (“Moovit IP”).
4.2. Trademarks. All of Moovit’s Marks and all other proprietary identifiers used by Moovit in connection with the WebApp (“Moovit Marks”) are all trademarks and/or trade names of Moovit, whether or not registered. All other Marks which may appear on the WebAppbelong to their respective owners (“Third Party Marks”). No right, license, or interest in or to the Moovit Marks and/or to the Third Party Marks is granted to you hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to the Moovit Marks or the Third Party Marks and therefore you shall not use any of those Marks, except as expressly permitted under this Terms.
5.1. You agree to keep confidential Moovit’s Confidential Information, and further agrees that the Confidential Information will not, without Moovit’s consent, be disclosed in any manner whatsoever, in whole or in part, and shall not be used other than as contemplated by this Terms. you will share the Confidential Information with only employees, contractors, service providers and representatives, who need to know the Confidential Information for the purpose of assisting in the performance of the Terms and who are informed of and agree to be bound by the terms hereof as if a party to, this Terms.
5.2. You may disclose Moovit’s Confidential Information as required under applicable law or regulation; provided, however, that you give Moovit prompt written notice prior to such disclosure and make a reasonable effort to obtain a protective order against such disclosure, and any such disclosure shall be limited in scope, nature and degree to that deemed necessary by competent counsel.
5.3. you further agree to: (a) use commercially reasonable efforts to safeguard the confidentiality and privacy of any personal data contained in the Confidential Information, and to protect it from unauthorized use or release; and (b) comply with all applicable laws in its use and handling of personal data. You shall implement appropriate technical and organizational security measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. Such
measures will be no less stringent than those a you generally apply to your own data of similar nature.
6. PRIVACY NOTICE
6.1. Moovit respects your privacy and is committed to protect the information you share with it. Our policy and practices and the type of information collected are described in our Privacy Notice available at https://moovit.me/privacy_notice. If you intend to connect to, access or use our Services you must first read and agree to the Privacy Notice.
7.1. The WebApp Service availability and functionality depends on various factors, such as communication networks software, hardware, and Moovit’s service providers and contractors. Moovit does not warrant or guarantee that the WebApp will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.
8. CHANGES TO THE SERVICE
8.1. Moovit reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the WebApp (or any part thereof) without notice, at any time and at its sole discretion.. You agree that Moovit shall not be liable to you or to any third party for any modification, suspension, or discontinuance of our Service.
9. WARRANTS AND REPRESENTATIONS
9.1. Compliance with Law. You hereby represents, warrants, and covenants that in performing your obligations and exercising your rights under this Terms, you will comply with all applicable laws.
9.2. You hereby represent, warrant, and covenant to Moovit that (a) you have and shall maintain for the duration of this Terms all necessary rights, titles, licenses, registrations and approval necessary to perform your obligations and grant the rights granted by you under this Terms; (b) you shall obtain, maintain and receive all necessary consents from third parties as required under applicable law and this Terms; and (c) you are solely and fully responsible for any decision made or action taken or not taken in reliance on the
use of the WebApp .
10. DISCLAIMER AND WARRANTIES
10.1. EXCEPT AS OTHERWISE SET FORTH IN THIS TERMS, THE WEBAPP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, MOOVIT (ON BEHALF OF ITSELF AND ITS SUBCONTRACTORS AND/OR AGENTS) DISCLAIMS ANY RESPONSIBILITY FOR ANY LOSS
OR HARM CAUSED IN CONNECTION WITH OR RESULTING FROM YOUR OR ANY THIRD PARTY’S USE OF OR RELIANCE ON THE WEBAPP OR CONTEN OR USER GENERATED CONTENT .
10.2. EXCEPT AS EXPRESSLY STATED HEREIN, MOOVIT (ON BEHALF OF ITSELF AND ITS SUBCONTRACTORS) DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MOOVIT DOES NOT REPRESENT OR WARRANT THAT THE WEBAPP OR ANY PART THEREOF SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS TERMS IN RELIANCE UPON
ANY WARRANTY OR REPRESENTATION, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
11.1. General Indemnities. You shall defend, indemnify and hold Moovit and its Affiliates and their respective officers, directors, employees, agents, contractors, successors, and assigns (the “Indemnified Parties”) harmless from and against any and all damages, losses, fines, penalties, costs, and other amounts (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with any claims, demands, investigations, and causes of actions by third parties (each a “Claim”) to the extent such Claim is based on or arises from or relates to (a) any breach or default of any provision of this Terms; or (b) grossly negligent or intentional acts or omissions caused by the other Party or its Affiliates and/or their respective officers, directors, employees, agents, contractors, successors and assigns.
11.2. You shall also defend, indemnify and hold harmless the Moovit Indemnified Parties from and against all Losses from any Claim that is based on or arises from or relates to (a) your Generated Content; (b) any decision made based on the WebApp; and/or (c) your breach of any of your representations and/or warranties herein.
11.3. Procedure. You shall inform Moovit in writing following receipt of a Claim, and shall enable it to control the defense of such Claim, provided that any settlement arrangement as well as any declaration and/or obligation on your behalf, are subject to Moovit prior written approval, which approval will not be unreasonably withheld or delayed.
12. LIMITATION OF LIABILITY
12.1. IN NO EVENT SHALL MOOVIT AND/OR ANY OF THE MOOVIT AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE WEBAPP OR CONTENT OR USER GENERATED CONTENT, USE OR INABILITY TO USE THE WEBAPP, FAILURE OF THE WEBAPP TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL, DATA OR PROFITS, THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT
OR OMISSION OR BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY SERVICES.
12.2. NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES.
12.3. SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS AGAINST MOOVIT FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR MOOVIT’S WEBAPP TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF MOOVIT AND/OR ANY MOOVIT AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION
AND IN NO EVENT SHALL MOOVIT’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO MOOVIT FOR USE OF THE SERVICE. IF YOU HAVE NOT MADE ANY PAYMENTS TO MOOVIT FOR THE USE OF THE SERVICE, THEN MOOVIT SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.
13. TERMINATION OF SERVICE
13.1. At any time, Moovit may block your access to our WebApp and/or temporarily or permanently limit, suspend or terminate your access to the WebApp, for any reason, at its sole discretion, in addition to any other remedies that may be available to Moovit under any applicable law. Such actions by Moovit may be taken if Moovit deems that you have breached any of these Terms in any manner.
Additionally, Moovit may at any time, at its sole discretion, cease the operation of the WebApp or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Moovit does not assume any responsibility with respect to, or in connection with the termination of the WebApp’s operation . The following provisions shall survive the termination or expiration of the Terms: User Representations and Undertakings; Use Restrictions; Intellectual Property Right; Disclaimer and Warranties; Limitation of Liability; Indemnification; Termination of Service; and General.
14.1. These Terms do not, and shall not be construed to create any partnership, joint venture, employeremployee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the WebApp or use of the WebApp will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of this tool and/or the WebApp will be brought in, and you hereby consent to exclusive
jurisdiction and venue in, the competent courts of the District of Tel Aviv, Israel. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without Moovit’s prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. These Terms are the entire terms and conditions between you and Moovit relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral Termss or understandings between you and Moovit. Notices to you may be made via email or regular mail or the WebApp. The WebApp may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.