Last Revised: July 08th , 2021
NewCo (“we”, “our”, “Company”) welcomes you (the ”User(s)”, or “you”) to our marketing website at https://capsule.im/, including its sub-domains (collectively, the “Site”), to our social calendar mobile application (the “App”) and to our landing-pages which allow you to receive calendar invitations without the need to install and/or use the App (the “Landing Page(s)”). Each of our Users may use the Site, the App and/or the Landing Pages in accordance with the terms and conditions hereunder.
1. Acceptance of the Terms
Please note that the Company has no obligation to provide upgrades or new releases of the App under these Terms.
Our Site and App are available only to individuals who (a) are at least sixteen (16) years old; and (b) possess the legal capacity to enter into these Terms and to form a binding agreement under any applicable law.
2. The Site, the Landing Pages and the App
Our Site offers information regarding the Company, the App and our products and services, and enables Users to contact us.
Our App offers registered Users (as further detailed under Section 4 below) certain services in the field of calendar management, including coordinating, scheduling and requesting appointments and meetings with persons who are included the User’s devices’ contact list(s) or that are otherwise Users of the App. As such, the App enables its Users to schedule appointments and send invitations to such appointments to the mobile devices of third parties, by using their phone number or App Account (as such term is defined below) and without the need for their email or other contact information (such third parties shall be referred to as “Contact Person(s)”). Please note that Users of the App may include in their appointments and invitations, certain content, such as texts, photos, links, etc. (“User Content”, as such term is further defined below). In addition, Users may pair the App with their accounts on third-party calendar platforms, to allow for greater functionality (“Third Party Services”). Please note, that we will not store the details and/or information available on your connected calendar.
Please note that we do not and will not collect contact lists from our App Users’ devices’, other than as specifically instructed by the User (namely, that we will only collect the contact details of Contact Persons to whom the App User wishes to send an appointment invitation). Please note that, to the extent required under applicable law and as further detailed under these Terms, you may only send appointment invitations to Contact Persons that have allowed and have provided you with their consent to receive such invitations. Furthermore, you hereby represent that you will not use the App and our Services (as defined below) to misuse such Contact Persons’ contact details or otherwise use them for purposes which are unlawful, harmful, infringe their rights or that are immoral.
Contact Persons who have not opened an Account (as such term is defined below) to use the App, may receive invitations to appointments scheduled via the App by way of receiving a text message (e.g., SMS) which includes a link to a dedicated Landing Page, which will enable such Contact Persons to: (i) view such invitation’s details; (ii) download the App via a link to the applicable marketplace; and (iii) provide us with their email address in order to receive the relevant invitation and any subsequent invitations sent to them via the App directly to their email box, thus allowing such Contact Person to download the invitation and integrate it within his/her existing calendar application, such as Outlook calendar, Google calendar, etc.
Contact Persons who have not opened an Account (as such term is defined below) to use the App, and who wish to cease receiving communications from us, namely text messages and emails relating to invitations sent to them by Users of the App, may do so by using the relevant functionality on the Landing Page or by contacting us at any time by writing to: firstname.lastname@example.org
The Site, Landing Pages and/or App also provide comprehensive information regarding the Company, and may include any other content related thereto such as contact information, videos, text, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the "look and feel" of the Site and/or App, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site, Landing Pages and/or App (collectively, the “Company Content”).
(Collectively, the “Services”)
ALL RIGHTS IN AND TO THE COMPANY CONTENT AVAILABLE ON THE SITE AND/OR APP AND/OR LANDING PAGES ARE RESERVED TO THE COMPANY. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE AND/OR APP AND/OR LANDING PAGES AND THE COMPANY CONTENT AND/OR THE USER CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN "AS IS" BASIS. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS, INCURRED BY YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR APP AND/OR SERVICES AND/OR LANDING PAGES AND/OR THE COMPANY CONTENT AND/OR THE USER CONTENT AVAILABLE THEREIN.
YOUR USE OF THE SITE AND/OR APP AND/OR LANDING PAGES AND/OR THE COMPANY CONTENT AND/OR THE USER CONTENT IS ENTIRELY AT YOUR OWN RISK.
IT IS THE SOLE RESPONSIBILITY OF THE USER FOR ENSURING THE LEGALITY OF THE USER CONTENT HE/SHE UPLOADS AND/OR SHARES WITH OTHER VIA THE APP AND TO OBTAIN ANY AND ALL CONSENTS REQUIRED UNDER ANY APPLICABLE LAWS FOR USING CONTACT PERSONS PERSONAL INFORMATION VIA THE APP.
WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE RELATED TO ANY USER CONTENT, INCLUDING LOSS OF DATA, AND THE OUTCOME OF ITS USE, DISPLAY OR DISSEMINATION.
THE APP IS CURRENTLY IN ITS BETA VERSION AND IS UNDERGOING BETA TESTING. THEREFORE, THE APP AND SERVICES MAY SUFFER DISRUPTIONS, MAY CONTAIN BUGS AND MAY NOT OPERATE AS DESIGNATED OR INTENDED. YOUR USE OF THE APP CONSTITUTES YOUR AGREEMENT TO PARTICIPATE IN THE APP BETA TESTING.
Note: Use of the App, Landing Pages and Site is entirely free of charge. However, the Company reserves the right to charge fees for such use in the future. In addition, you hereby acknowledge and agree that you may be charged for Internet, maintenance of network connection, text massage (SMS) charges and data usage charges made through use of the App and/or Landing Pages and/or the Site, according with the applicable rates charged by your respective third party internet, cellular networks and data usage service providers as may be from time to time.
3. Use Restrictions
There are certain conducts which are strictly prohibited when using the Services. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at the Company’s sole discretion) in the termination of your use of the Services and may also expose you to civil and/or criminal liability.
You may not (and you may not permit any third party to) unless otherwise explicitly permitted under these Terms: (a) use the Site and/or App and/or Landing Pages and/or the Company Content and/or the User Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or App and/or Landing Pages and/or the Company Content and/or the User Content for non-personal or commercial purposes without Company’s express prior written consent; (c) remove or disassociate, from the Company Content and/or the User Content and/or the Site and/or App and/or Landing Pages any restrictions and signs indicating proprietary rights of the Company or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®), and you represent and warrant that you will abide by all applicable laws in this respect; (d) interfere with or violate Users' rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and/or Landing Pages and/or the App and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site and/or the App and/or Landing Pages or the servers or networks that host the Site and/or the App and/or Landing Pages, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Services; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site and/or App and/or Landing Pages; (i) copy, modify, alter, adapt, replicate, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Company Content made available by the Company on or through the Site and/or App and/or Landing Pages, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Company Content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to the Company’s proprietary rights, including Company's Intellectual Property (as such term is defined below), in any way or by any means, unless expressly permitted in the Terms and/or under any applicable laws which expressly permits such actions; (k) make any use of the Company’s Content on any other site or networked computer environment for any purpose without Company’s prior written consent; (l) create a browser or border environment around the Company Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or Landing Pages and/or App and/or Company Content and/or User Content; (n) frame or mirror any part of the Site and/or Landing Pages and/or App without Company's prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Company Content and/or the User Content from the Site and/or Landing Pages and/or App; (p) transmit or otherwise make available in connection with the Site and/or Landing Pages and/or the App and/or the Services 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; (q) use the Services for any purpose for which the Site and/or Landing Pages and/or the Services and/or the App is not intended and/or (r) infringe and/or violate any of the Terms; (s) use Contact Person’s personal information in manner that infringes such Contact Person’s privacy, publicity, intellectual property, proprietary, or contractual rights.
4. Registration and User Account
In order to use the App, you must download the App from the necessary mobile application marketplace, register and create an account (the “Account“). Please note that as part of the registration and/or log-in process, we may send you a text massage in order to verify your mobile number and connect you to your Account.
In order to protect the security of your personal information available on your Account to the greatest extent possible, you must safeguard and not disclose your Account log-in details and you must supervise the use of such Account.
You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of the Company. You must notify us immediately of any unauthorized use of your Account or any other breach of security and in such events you must change your password immediately via the settings in the App. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account through the registration information he/she has obtained from you or through a violation by you of these Terms, or for any unauthorized use of your password or Account or any other breach of security.
CANCELLING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US IN THE CAPACITY OF YOUR ACCOUNT, INCLUDING USER CONTENT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
5. User Content
The App may allow User to upload certain materials and information, such as images, messages, links, text information, videos, graphics and files, including as part of the content of an appointment scheduled via the App, including information derived from Third Party Services which you pair with the App (collectively, “User Content”). Users are solely responsible for the User Content that they upload to the App and retain all ownership rights in such User Content. The Company does not endorse any User Content and shall not be held liable for any User Content whatsoever.
You represent and warrant that you are the rightful owner of any Third-Party Service account(s) that you link to the App, or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such Third Party Service account(s) and the related User Content. Please note that connecting Third-Party Services to the App is at your own risk.
Please be sure that while you use the App you respect the proprietary rights including any intellectual property and privacy rights of third parties who have any rights with respect to the User Content. The Company will not bear any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with uploading any User Content.
You represent and warrant that you are the rightful owner of the User Content you upload to the App or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such User Content and that such User Content does not infringe any third party's intellectual property rights or other rights (including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights).
IT IS THE USER’S RESPONSIBILITY TO OBTAIN ANY AND ALL CONSENTS REQUIRED UNDER ANY APPLICABLE LAWS, REGARDING THE POSTING OF ANY PERSONAL INFORMATION OF OTHERS WHICH IS PART OF THE USER CONTENT, AND TO ADHERE TO ANY APPLICABLE LAWS REGARDING SUCH INFORMATION.
You understand and agree that you are solely responsible for your User Content and the consequences of posting or publishing such material, via the App, in any way.
Please note that by sending an invitation to an appointment to Contact Persons via the App, the recipients of such invitation will be exposed to the User Content included in such invitation (including, for example location details, photos and links that the User may have included in such invitation). As such, sending any invitation to Contact Persons via the App is at the User’s sole responsibility, and we do not assume any liability for the dissemination of such User Content.
Except as expressly permitted herein, you expressly agree that the User Content will not include any unsolicited promotions, advertising, contests or raffles. You agree that you will not post or upload any User Content containing content which is unlawful for you to possess, post or upload in the country in which you are resident, or which it would be unlawful for the Company to use or possess in connection with the App (including but not limited to any content which is defamatory, libelous, pornographic, indecent, harassing, threatening, abusive or fraudulent).
Although the Company has no obligation to screen, edit or monitor any of the User Content, the Company explicitly reserves the right, at its sole discretion, to remove or edit, without giving any prior notice, any User Content available on the App at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the App at your sole expense.
When you upload, post, publish or make available any User Content on the App, you grant to the Company an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, fully sub-licensable and worldwide license, to use, reproduce, distribute, transmit, create derivative works of, display, copy, make available to the public and perform that User Content, in connection with the App, whether through the Internet, mobile devices or otherwise, in any media formats and through any media channels known today and developed in the future. The Company shall not bear any liability for any use by any third party of the User Content. In addition, you hereby explicitly waive any moral right you may have in and to the User Content and forever waive and agree not to claim or assert any entitlement to any and all moral rights in any of the User Content.
THE COMPANY TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER CONTENT UPLOAD, POSTED, PUBLISHED AND MADE AVAILABLE BY YOU OR ANY THIRD PARTY IN THE APP, OR FOR ANY LOSS OR DAMAGE THERETO, NOR IS THE COMPANY LIABLE FOR ANY MISTAKES, DEFAMATION, LIBEL, FALSEHOODS, OBSCENITIES OR PORNOGRAPHY YOU OR ANY OTHER THIRD PARTY MAY ENCOUNTER VIA THE APP.
6. Misconduct and Copyright Agent
We care for your safety. If you believe a User acted inappropriately including (but not limited to) offensive, violent or sexually inappropriate behavior, please report immediately such person to the appropriate authorities and to us at email@example.com.
The Company respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to the Company Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit the Company to locate the material; (iv) information so that the Company can contact you, such as address, telephone number and e-mail address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. The Company Copyright Agent can be reached at: firstname.lastname@example.org.
The Company has the sole discretion to restrict and/or terminate access to the Services to Users who are deemed to be repeat infringers of third party's copyright works or Users who acted inappropriately as specified above.
Subject to the terms hereof, the Company hereby grants to you, and you accept, a personal, nonexclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license (i) to download and use the App on your authorized mobile phone, device or tablet that you own or control, solely for the limited purpose of using the App for your internal non-commercial use, and for no other purpose, strictly in accordance with the Terms, the applicable Usage Rules (defined below) and applicable law; and (ii) to use the Services and the Company Content and/or User Content provided in the Site and/or Landing Pages and/or App in accordance with the terms contained in this Agreement.
The Terms do not convey to you an interest in or to the Company Intellectual Property (defined below) but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent you provide any feedbacks, comments or suggestions to the Company regarding the Site and/or Landing Pages and/or App (“Feedback“),the Company shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any current or future products, technologies or services of the Company and use such Feedback for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require the Company to comply with any additional obligations with respect to any current or future products, technologies or services of the Company that incorporate any Feedback.
The Company has no obligation to provide upgrades or new releases of the App under these Terms.
9. Intellectual Property Rights
The Site, the App, the Landing Pages the Company Content, the User Content and the Company's proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
10. Trademarks and Trade names
The Company‘s marks and logos and all other proprietary identifiers used by the Company in connection with the Services (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site and/or Landing Pages and/or App belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to the Company Trademarks or Third Party Marks and therefore you will avoid using any of those marks.
11. Linking to Company's Site and Links to Third Party sites and/or services
We welcome links to any page on our Site and/or to our App. You are free to establish a hypertext link to the Site and/or App so long as the link does not state or imply any connection or approval of your website, products and/or services by the Company, and does not portray the Company and/or the Services in a false or otherwise offensive manner. You may not link to our Site and/or our App from a site that you do not own or have permission to use. In the event that you link to the Company's Site and/or App you represent that your site does not contain content that is unlawful, offensive or infringing third-party rights. However, we do not permit framing or inline linking.
12. Usage Rules
Since you are downloading the App from a third-party platform, service provider or distributor (“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”). Certain Usage Rules are described below, but other Usage Rules may apply, and it is your responsibility to determine what other 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 the 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) 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.
The following applies to you if you downloaded the App from the Apple App Store (“Licensed Application“): You acknowledge and agree that (i) the license granted herein is limited to a non-transferable license to use the Licensed Application on an Apple branded device that you own or control, (ii) these Terms are solely between you and the Company, not Apple Inc. (“Apple“), and that Apple has no responsibility for the Licensed Application or content thereof, (iii) your use of the Licensed Application must comply with Usage Rules established by Apple, as set forth in the App Store Terms of Services effective as of the date you enter into these Terms, except that such Licensed Application may be accessed and used by other accounts associated with you via Apple's Family Sharing or volume purchasing; and (iv) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
The Company and you acknowledge that the Company, and not Apple, is responsible for addressing any claims relating to the Licensed Application or your possession and/or use thereof, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
13. Social Media Features
The Services may include social sharing and posting features and other integrated tools (for example the Facebook "Like" and "Share" buttons, sharing and posting content via Twitter, YouTube, Facebook, Instagram and e-mail etc.) ("Social Features").
14. Special provisions relating to Third Party Components
The Site and/or Landing Pages and/or App may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components“). Your right to use such Third Party Components as part of, or in connection with, the Site and/or Landing Pages and/or App is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Site and/or Landing Pages and/or App and the Company disclaims all liability related thereto. You acknowledge that the Company is not the author, owner or licensor of any Third Party Components, and that the Company makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Site and/or Landing Pages and/or App or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source“ or “publicly available“ software.
The User agrees that the Company shall not be liable for any damages, claims, liabilities, costs, harms, inconveniences, privacy law violations, data breaches of any kind that may arise or result of or in connection with any services carried out through third party integrations.
The Services' availability and functionality depends on various factors, such as communication networks. The Company does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
16. Changes to the Site, Landing Pages and/or the App
The Company reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Site and/or Landing Pages and/or App (or any part thereof, including but not limited to the Company Content) without notice, at any time. In addition, you hereby acknowledge that the Company Content provided under this Site and/or Landing Pages and/or App may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Site and/or Landing Pages and/or App or the Company Content included therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performing of such changes.
If the Company supplies to you any updates, upgrades and any new versions of the App (“Updates“) according to its then current policies, it may include automatic updating or upgrading of the App with or without any additional notice to you and the Terms will govern any such Updates unless these are accompanied by a separate license agreement which will prevail, and all references herein to the App shall include such Updates. For clarity, the Company has no obligation to provide Updates. Please note that we may release some Updates which are required for the operation of the App and that Users who choose not to install such Updates may not be able to use the App or lose certain functionalities of the App.
17. Disclaimer of Warranties
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE AND/OR LANDING PAGES AND/OR APP AND/OR THE COMPANY CONTENT AND/OR THE USER CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND THE COMPANY, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “COMPANY'S REPRESENTATIVES”), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SITE AND/OR LANDING PAGES AND/OR APP IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT THE COMPANY WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE AND/OR LANDING PAGES AND/OR APP, (III) THE APP WILL BE INTEROPERABLE OR COMPATIBLE WITH OTHER SOFTWARE, THIRD PARTIES SERVICES, HARDWARE, OR ANY EQUIPMENT, AND THE COMPANY AND COMPANY'S REPRESENTATIVESARE NOT RESPONSIBLE FOR ANY LOSSES SUFFERED RESULTING FROM INTEROPERABILITY OR COMPATIBILITY PROBLEMS, AND/OR (IV) MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR LANDING PAGES AND/OR APP AND/OR THE COMPANY CONTENT AND/OR USER CONTENT AVAILABLE THEREON OR THROUGH THE SITE AND/OR LANDING PAGES AND/OR APP (INCLUDING THAT THE RESULTS OF USING THE SITE AND/OR LANDING PAGES AND/OR APP WILL MEET YOUR REQUIREMENTS). WITHOUT DEROGATING THE ABOVE, WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN THE COMPANY.
THE COMPANY AND COMPANY'S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE AND/OR LANDING PAGES AND/OR APP, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE AND/OR LANDING PAGES AND/OR APP, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY COMPANY CONTENT AND/OR USER CONTENT AND INFORMATION DISPLAYED WITHIN THE SITE AND/OR LANDING PAGES AND/OR APP.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
YOU AGREE THAT USE OF THE SITE AND/OR LANDING PAGES AND/OR THE APP AND/OR THE COMPANY CONTENT AND/OR THE USER CONTENT AND/OR THE SERVICE IS ENTIRELY AT YOUR OWN RISK. WITHOUT DEROGATING THE ABOVE, WE ARE NOT RESPONSIBLE FOR ANY PRIVACY LAW VIOLATIONS, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND/OR THE CONDUCT OF OTHER USERS.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
18. Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL THE COMPANY, INCLUDING COMPANY'S REPRESENTATIVES BE LIABLE FOR (A) ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR LANDING PAGES AND/OR APP AND/OR THE COMPANY CONTENT AND/OR THE USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SITE AND/OR LANDING PAGES AND/OR APP AND/OR THE COMPANY CONTENT AND/OR THE USER CONTENT; (C) THE FAILURE OF THE SITE AND/OR LANDING PAGES AND/OR APP TO PERFORM AS DESCRIBED OR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF COMPANY TO PERFORM UNDER THESE TERMS; (D) ANY OTHER ACT OR OMISSION OF THE COMPANY OR COMPANY'S REPRESENTATIVES, BY ANY OTHER CAUSE WHATSOEVER; AND/OR (E) BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER THE COMPANY (OR COMPANY'S REPRESENTATIVES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE AFOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, COMPANY'S AND COMPANY'S REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND/OR LANDING PAGES AND/OR APP OR THE COMPANY CONTENT AND/OR THE USER CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO THE COMPANY FOR USE OF THE SITE AND/OR LANDING PAGES AND/OR APP OR $US1.00, WHICHEVER IS GREATER. THE LIMITATION OF LIABILITY PROVISIONS WHICH APPLY TO ANY RESPONSIBILITIES OF THE APPLICABLE PLATFORM PROVIDER ARE SET FORTH IN THEIR APPLICABLE USAGE RULES. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM COMPANY'S REPRESENTATIVES.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless the Company and the Company Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Site and/or Landing Pages and/or App and/or Company Content and/or User Content; (ii) your violation of any of these Terms; (iii) your violation of any third party and/or other Users rights, including without limitation any intellectual property rights or privacy right of such third party and/or other Users with respect to your use of the Services (including, inter alia, with respect to the User Content and/or Contact Persons Privacy); and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site and/or Landing Pages and/or App. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
20. Amendments to the Terms
The Company may, at its sole discretion, change these Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or App and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site and/or App or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” and your continued use of the Site and/or App on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
21. Termination or Suspension of your Account, Termination of these Terms and the Termination of the App's or Site's or Landing Pages operation
These Terms shall remain in effect until terminated as set forth herein. Your failure to comply herewith shall terminate your license and these Terms. In the event of your failure to comply herewith the Company may immediately temporarily or permanently limit, suspend or terminate your Account. If you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Services, you may terminate these Terms at any time by uninstalling our App, exiting our Site and/or Landing Pages and stopping your use thereof and this will be your sole remedy in such circumstances. In such circumstance and upon termination of these Terms in the event of your failure to comply herewith: (i) the license and all other rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Services, delete and destroy all copies of the App in your possession or control and so certify to the Company if required by it, and (iii) 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 (including, inter alia, the license you granted to the Company in the User Content, as detailed above). Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
Additionally, the Company may at any times, at its sole discretion, cease the operation of the Services or any part thereof, temporarily or permanently, delete any information from the App and/or Site and/or Landing Pages or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, content or features therein without giving any prior notice. You agree and acknowledge that the Company does not assume any responsibility with respect to, or in connection with the termination of the Site's and/or Landing Pages and/or App's operation and loss of any data.
We note that we can suspend access to your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of the Company, its users or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; and/or (f) we are required to by law. We may provide you a notice in the event of any such suspension (however, for avoidance of doubt, the Company is not obligated to provide such notice). During such suspension, you will not have the ability to use or access your Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account.
22. Export and the Location of the User
The App may be subject to export control laws of the State of Israel and/or may be subject to additional export control laws applicable to the User or in the User's jurisdiction, including, without limitation, the United States. The User agrees that he/she will not ship, transfer, or export the App into any country, or make available or use the App in any manner, prohibited by applicable laws.
In addition, the User represents and warrant that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting“ country; and (ii) that the User is not listed on any U.S. Government list of prohibited or restricted parties.
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Site and/or Landing Pages and/or App or the Company Content contained therein will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site and/or Landing Pages and/or App will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, the Company may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) 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. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE AND/OR LANDING PAGES AND/OR APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by the Company, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
25. For information, questions or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail and we will make an effort to reply within a reasonable timeframe: 5 business days.