Welcome to the Cliclkto.Camp Fair (“Platform”) a suite of optional services enabling you to offer and sell your service to the platform users. These Terms & Conditions (“Terms”) sets out the legal relationship between you and Clickto Ltd. with regards to the use of the Platform and the offer and sale of your services through the Platform.
By accessing, or otherwise using the Platform (“Use” or “Using”) as well as by registering to the Platform, you agree to these Terms and to be bound thereby and confirm that you fully understand these Terms in the English language. If you are using the Platform on behalf of another entity you represent and warrant that you have the required authority to bind that entity including in respect to these Terms and that you are agreeing to these Terms on behalf of that entity.
Please read these Terms carefully before confirming the registration, in which case you will be bound by this Terms. By confirming the registration, you also waive any rights or requirements under any Applicable Law in any jurisdiction which require an original (Non- Electronic) signature or delivery or retention of non-electronic records.
IF YOU DO NOT ACCEPT THESE TERMS OR ANY PORTION THERETO, THEN YOU MAY NOT USE THE PLATFORM.
When you use the Platform you consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages through the Platform and through any email address provided to us by you.
As used in these Terms, “we,” “us,” and “Company” means Clickto Ltd., and “you” means the actual applicant and the entity on behalf of which the use of the Platform is being made (if registering for or using is made on behalf of an entity).
The Platform is intended for use by virtual camps from around the world. Subject to these Terms and Conditions you may offer interactive Live services suitable for kids, teenagers, and staff.
From time to time, Use of the Platform (or any part thereof) might be, at Company’s discretion, subject to registration and/or payment of fees and the Company may at its exclusive discretion, restrict access to the Platform, including but not limited to the Platform, to paying subscribers only or in line with any other business model on which it decides. The Company may modify and/or update, add to, or subtract from the Platform and the Content located thereon. The Company may remove and/or limit the use of the Platform for a limited period or permanently at its exclusive discretion.
THE USE OF THE PLATFORM IS SUBJECT TO YOUR STRICT COMPLIANCE WITH ALL APPLICABLE LAWS AND THESE TERMS.
For the purpose of these Terms,
“Applicable Law” shall mean all regional, national and international laws, rules, regulations, and standards including those imposed by any governmental or regulatory authority which apply from time to time to the person or activity in the circumstances in question;
“Confidential Information” means information relating to us, to the Platform, or Platform users that is not known to the general public including, but not limited to, any information identifying or unique to specific Platform users and their business including but not limited to Platform users personal data constitutes; reports, insights, and other information about the Platform; data derived from the Platform arising from the sale of your services; and technical or operational specifications relating to the Platform.
“Content” shall include information, documents, material, pictures, videos, data, graphics, photos, sounds, music, trademarks, service marks, and logos or other content of any kind.
“person” shall be broadly interpreted to include, without limitation, any individual, corporation, company, partnership, governmental authority, or any other entity.
You represents and warrants that: (a) if you are an organization, you are duly organized, validly existing and in good standing under the Laws of the country in which you are registered; (b) you have all requisite right, power, and authority to enter into these Terms, and perform your obligations; (c) any information provided or made available by you is at all times accurate and complete; (d) you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the Israeli Defense Ministry, the United Nations Security Council, the US Government, the European Union or other applicable government authority; and (e) you will comply with all Applicable Laws in the use of the Platform and the performance of your obligations and exercise of your rights under this Agreement.
To create your Account, you must provide us with a valid payment means as shall be determined by the Company from time to time at its sole discretion including but not limited to PayPal, credit card or any other means and any information in respect of such means as shall be requested by the Company and acceptable (“Your Payment Means“). Conditions for acceptance may be modified or discontinued by us at any time without notice. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your Account Information (including any updated information), inter alia, Your Payment Means information, to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Payment Means.
You may not allow third parties to Use the Platform through your Account and/or disclose your password to any third party. You are responsible for any Use including but not limited to all conducts and transactions taken place on or by using your Account and you undertake to take precautions to keep your Account Information and password secure. You must notify us immediately of any of these Terms and/or unauthorized use of your Account. If your password is compromised, you must immediately change your password.
Use of the Platform
Subject to your strict compliance with these Terms, including without limitation the payment of Consideration (as defined below), we will grant you, a temporary, non-exclusive, non-transferable, non-sublicensable, revocable and limited license to Use the Platform your internal personal Use of offering and selling your services to the Platform users through the Platform.
Any other action or usage is totally forbidden. Without derogating from the aforementioned, you shall not, and shall not cause or allow any Person to: (i) decompile, disassemble or reverse-engineer the Platform; or create or recreate the source code for the Platform; (ii) remove, erase, obscure, or tamper with any copyright or any other product identification or proprietary rights notices, seal, or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Platform; or fail to preserve all copyright and other proprietary notices in all copies of the Platform; (iii) lease, lend or Use the Platform for service bureau purposes; sell, market, license, sublicense, distribute, transfer or upload to any third party’s platform or otherwise grant to any person any right to use the Platform; or use the Platform to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise; (iv) copy, modify, adapt, tamper with, translate, or create derivative works of the Platform; or refer to or otherwise use the Platform as part of any effort to develop software (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to those of the Platform or to compete with the Company; or (v) attempt to do any of the foregoing; (vii) use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Platform for any purpose;
All rights not explicitly granted in this Section are hereby reserved.
In addition, the Platform makes use of third-party software, services, data, and rights, of which no use may be made without the prior written authorization of such third party.
You acknowledge and agree that the Company may generate revenues, increase goodwill or otherwise increase our value from your use of the Platform, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, usage data and gifts, and except as specifically permitted by the Company in these Terms or in another written agreement you enter into with the Company, you will have no right to share in any such revenue, goodwill or value whatsoever. You further acknowledge that except as specifically permitted by the Company in these Terms or in another written agreement you enter into with the Company, you (i) have no right to receive any income or other consideration from any Content made available to you on or through the Platform, including in any Content created by you, and (ii) are prohibited from exercising any rights to monetize or obtain consideration from any Content within the Platform or on any third party service.
The Platform may contain and/or present Content regarding the Platform, including material re the technical operation of the Platform (“Company’s Content”). The Company’s Content is provided for your on “AS-IS” basis as general knowledge and the Company does not make any representation or warranty, explicit or implied, in respect of the Company’s Content, including but not limited as to the accuracy or completeness of Company’s Content, fitness for particular purpose or non-infringement. Any use of the Company’s Content is at your sole reasonability and the Company shall not be liable for the use of any Company’s Content.
The Company’s Content is provided for the sole purpose of using the Platform in accordance and subject to these Terms. You may not use the Company’s Content for any purpose other than as explicitly stated in these Terms.
As between you and the Company, the Company is and shall remain the owner of all rights, including but not limited to, Intellectual Property rights, in and to the Company’s Content. Nothing in these Terms and/or License purchased grants you any right in and to the Company’s Content. Without derogating from the aforementioned you may not: (i) disclose, reveal, release, distribute, communicate or transmit to any other person any of the Company’s Content; (ii) permit any other person to have access to the Company’s Content; (iii) remove or otherwise alter any of the trademarks, service marks, serial numbers, logos, copyrights or other proprietary notices or indicia, if any, fixed or attached to the Company’s Content or any part thereof.
The access to the Company’s Content or any portion thereto may be subject to payment and/or limited in time and/or by authorization.
You will provide accurate and complete information for each service that you offer through the Platform in accordance with categorization within the Platform and browse structure as prescribed by Company from time to time and any text, disclaimers, warnings, notices, labels, warranties, or other content required by Applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of your Services and any other information as shall be requested by us from time to time. You promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that your Services and any such information and your offer and subsequent sale of any of the same on the Platform comply with all Applicable Laws.
Engagement with the Platform users
You are exclusively responsible for the offer and sale of your services through the Platform and any engagement between you and the Platform users. The Company is not a party to any such engagement and shall have no liability regarding any such engagement. You are also exclusively responsible for all of your expenses in connection with these Terms, including but not limited to, the offer of your services through the Platform and any engagement between you and the Platform users. You will bear all risk of fraud or loss or unpaid invoices including credit card fraud.
You may not engage with any of the Platform users not through the Platform. Any order placed by Platform users shall be binding on you unless you have rejected the order in writing through the Platform or an email to the relevant Platform User with a copy to [email protected] all within 48 hours following the order. You will: (a) fulfill all orders and provide your services, in each case in accordance with the terms of the applicable order, and all terms provided by you or us and displayed in the Platform on the applicable services at the time of the order and are solely responsible for and bear all risk for those activities; (b) retrieve orders information at least once each day; (c) only cancel orders In accordance with the aforementioned; (d) provide us information and documentation regarding fulfillment and order status and tracking, in each case as requested by us using the processes designated by us, and we may make any of this information publicly available.
You are responsible for any non-performance, non-delivery, theft, or other mistake or act in connection with the fulfillment of your services (“Failure”). Failure to fulfill an order that was not rejected in accordance with the aforementioned including but not limited to rejection or cancellation of an order after said 48 hours, shall, inter alia, constitute a material breach of these Terms and impose on you an agreed (non-exclusive) compensation in an amount equal to 20% of the order which was not fulfilled.
We may use mechanisms that rate, or allow Platform Users to rate your services, and your performance and we may make these ratings and feedback publicly available. We shall have no liability with respect to any such ratings and feedback and shall have sole discretion to remove edits or take other action with respect to such ratings and feedback without having to justify our actions.
You shall pay the Company a monthly fee equal to 20% of all orders for your services made by Platform Users within such month (“Consideration”). Company shall collect from Platform users all payment to which you are entitled to receive from them in respect of services ordered through the Platform and shall transfer such payment to you following actual receipt by the Company of such payments upon Net + 30 payment terms all subject, inter alia, to deduction of Company’s Consideration and any other amount owed to the Company, chargeback or reversal or withheld for anticipated claims in accordance with these Terms. You may not collect payment directly from any Platform user. You authorize Company and any of its affiliates to act as your agent for purposes of processing payments, refunds and adjustments for your engagements with Platform users, receiving and holding payments on your behalf, remitting them to Your Payment Means, charging your Payment Means, and paying Company amount you owe in accordance with these Terms. When a buyer instructs us to pay you, you agree that the buyer authorizes and orders us to commit the Platform Users’ payment (less any applicable fees or other amounts we may collect under these Terms) to you. You agree that Platform Users satisfy their obligations to you for engagement with them when we receive the payment.
Any payment by the Company shall be made against a lawful tax invoice. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to Platform users through the Platform. We may determine, at our sole discretion, whether a Platform user will receive a refund or adjustment and we will require you to reimburse us where we determine at our sole discretion, you have responsibility. We will make any payments to Platform users in the manner we determine, and you will reimburse us for all amounts we pay.
You authorize us (and will provide us documentation evidencing your authorization upon our request) to charge or debit Your Payment Means for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to Payment Means through a banking network, PayPal or by other means specified by us.
If we determine, at our sole discretion, that your actions or performance may result in returns, chargebacks, claims, disputes, violations of these Terms or our policies, or other risks to us or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to us or third parties persist. For any amounts that we determine you owe us, we may (a) charge Your Payment Means or any other payment means you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Payment Means; or (e) collect payment or reimbursement from you by any other lawful means.
If we determine at our sole discretion that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Terms, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts of the services provided by you will be expressed and displayed in USD currency, and all payments contemplated by these Terms will be made in the local currency (i.e. New Israeli Shekel).
In addition, we may require that you pay other amounts to secure the performance of your obligations under these Terms or to mitigate the risk of returns, chargebacks, claims, disputes, violations of these Terms or our policies, or other risks to us or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with these Terms may result in their forfeiture. As a security measure, we may, but are not required to, impose transaction limits on some or all users and sellers relating to the value of any transaction, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or another period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a user to withdraw from a transaction inter alia because the Platform or any portion thereto is unavailable following the commencement of a transaction.
We may establish a reserve on your account based on our assessment of risks to us or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.
All fees and payments payable by you to Company are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying the Company any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.
If there is no activity (as determined by us) in connection with your Account for a period of time defined by us we may terminate your access to the Platform and/or remove your services from the Platform, all at our sole discretion.
Term and Termination
You may at any time terminate your use of the Platform immediately on notice to us via email to [email protected] or through the applicable section in the Platform (to the extent applicable). We may terminate your use of the Platform for convenience (and without having to provide justification or a reason) with 30 days advance notice. We may suspend or terminate your use of the Platform and/or displaying of your services immediately if we determine, at our sole discretion, that (a) you have breached these Terms and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Services has harmed, or our controls identify that it might harm, other sellers, customers, or Company’s legitimate interests; (d) you have frequently canceled orders; (e) Platform users complained in respect of your services, inter alia, their quality, low rating or bad feedbacks. We shall have no liability in respect to such termination, suspension, and/or not displaying your services and you shall have no claim against the Company and/or anyone on its behalf. We will notify you of any such termination or suspension via email or similar means including through the Platform. On termination, your related rights and obligations under these Terms immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with engagements entered into before termination (unless we have informed you explicitly in writing otherwise) and (b) you will remain responsible for any liabilities that accrued before or as a result of the termination.
As between the Company and you, the Company is the owner of all legal rights, title, and interest in and to the Platform including without limitation all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights in and to the Platform (or any part thereof) and any update and/or amendment thereto. The Platform including but not limited to any patents, inventions, copyrights, trademarks, and other intellectual property rights and Content uploaded by the Company, inter alia, the design of the Platform and other technology used to provide the Platform are owned or licensed by the Company and are protected by copyrights, trademarks, patents, or other proprietary rights and Applicable Law (whether those rights happen to be registered or not, and wherever in the world those rights may exist), and nothing in this Agreement shall be deemed as a grant of any such rights to you.
As a condition of your access to and use of the Platform, you agree not to use the Platform to infringe on any intellectual property rights. The Company reserves the right, without derogating any of its rights or remedies under Applicable Law or agreement, with or without notice, at any time and in our sole discretion to block access to and/or terminate the accounts of any user who infringes or is alleged to infringe any copyrights or other intellectual property rights.
You will defend, and hold harmless and indemnify within no later than 7 days following Company’s request, Company and it Representatives, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) your actual or alleged breach of these Terms, including but not limited to, actual or alleged breach of any representations you have made; (c) your Use of the Platform; (d) any and all activities that occur under your account, username and/or password; and (e) Your services, including but not limited to, the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, your Content, any actual or alleged infringement of any third parties’ rights, including but not limited to Intellectual Property Rights.
Disclaimer & General Release
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM AND/OR SERVICES INCLUDING BUT NOT LIMITED TO THIRD PARTIES SERVICES IS AT YOUR SOLE RISK AND THAT THE PLATFORM AND ITS SERVICES ARE PROVIDED “AS IS”. THE COMPANY AND ANYONE ON ITS BEHALF INCLUDING ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS (“REPRESENTATIVES”), MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO ANY WARRANTIES ARAISING OUT OF A COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE, SUCH AS WARRANTIES THAT MIGHT BE INFERRED FROM, BY WAY OF ILLUSTRATION AND STATEMENTS OF THE COMPANY, REGARDING THE PLATFORM AND THE SERVICES, INCLUDING BUT NOT LIMITED TO THIRD PARTIES SERVICES, INCLUDING BUT NOT LIMITED, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR YOUR NEED AND NON-INFRINGEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY AND ANY OF ITS REPRESENTATIVES, DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE PLATFORM AND SERVICE INCLUDING BUT NOT LIMITED TO ANY THIRD PARTY SERVICES WILL MEET YOUR REQUIREMENTS, AND (B) YOUR USE OF THE PLATFORM AND SERVICE INCLUDING BUT NOT LIMITED TO ANY THIRD PARTY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (C) THAT THE PLATFORM IS FULLY SAFE FROM ANY HARM INCLUDING BUT NOT LIMITED TO MALWARE ATTACK, HACKING ATTACKS, ACT OF GOD, TECHNOLOGICAL FAILURE OR ANY UNFORSEEN EVENT. COMPANY AND ANY OF ITS REPRESENTATIVES WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY ENGAGEMENT FOR THE SALE OF YOUR SERVICES. THE COMPANY AND ANY OF ITS REPRESENTATIVES IS NOT INVOLVED IN ENGAGEMENT AND OR A PARTY TO ANY ENGAGEMENT BETWEEN PLATFORM USERS AND YOU OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES COMPANY (AND ITS REPRESENTATIVES) FROM LIABILITY, CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
Limitation of Liability
COMPANY AND ANY OF ITS REPRESENTATIVES WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR DIRECT OR INDIRECT DAMAGES INCLUDING BUT NOT LIMITED TO COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR ANY PERSON RELATED TO YOU ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO THESE TERMS, USE OF THE PLATFORM OR FAILURE TO USE IT AND THE OFFER AND SALE OF YOUR SERVICES THROUGH IT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGE. FURTHER AND WITHOUT DEROGATING FROM THE AFOREMENTIONED, COMPANY’S AND ITS REPRESENTATIVES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE OF THE PLATFORM OR FAILURE TO USE IT AND THE OFFER AND SALE OF YOUR SERVICES THROUGH IT WILL NOT EXCEED AT ANY TIME 30% OF THE TOTAL CONSIDERATION DURING THE PRIOR THREE MONTH PERIOD PAID BY YOU TO THE COMPANY IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM. BY USING THE PLATFORM YOU AND ANYONE ON YOUR BEHALF IRREVOCABLY WAIVES, RELEASES, REMISES AMD FOREVER DISCHARGES THE COMPANY AND ANY OF ITS REPRESENTATIVE OF AND FROM ANY AND ALL MANNER OF ACTION AND ACTIONS, CAUSE OR CAUSE OF ACTION, RIGHTS, ACTS, OMISSIONS, DAMAGES, CONTROVERSIES, COMPLAINTS, CLAIMS, AND DEMANDS WHATSOEVER, WHICH THEY HAVE OR WHICH THEY MAY HEREAFTER HAVE AGAINST COMPANY AND ITS REPRESENTATIVES, IN RESPECT OF THE PLATFORM BUT NOT LIMITED TO THIRD PARTIES SERVICES, ANY USE OF AND/OR ANY FAILURE TO USE THE PLATFORM INCLUDING BUT NOT LIMITED TO THIRD PARTIES SERVICES, INTER ALIA, DUE TO MATTERS, EVENTS OR ACTIONS WHICH ARE BEYOND THE COMPANYS’ REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO, ANY FAILURE OF THIRD PARTIES SERVICES, ACT OF GOD, WAR, STRIKE, GOVERNMENT ORDER, THIRD PARTIES ACTIONS OR OMISSIONS OR ANY OTHER FORCE MAJEURE.
Without derogating from your liability pursuant to these Terms or in any Applicable Law, you will maintain at your expense throughout the Term and as long as you have any liability under any Applicable Law in respect of these Terms and/or any engagement with the Platform users all adequate insurances with an Insurer. You agree to look exclusively to your insurer to recover for any damage and release and waives all right or recovery against Company and its Representatives, inter alia, arising by way of subrogation.
At our request, you will provide us certificates of insurance for the coverage.
During the course of your use of the Platform, you may receive Confidential Information. You agree that for the term of these Terms and for thereafter definitely: (a) all Confidential Information will remain Company’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for fulfilling your obligations under these Terms; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law provided that: (i) you limit the disclosure to the minimum necessary; (ii) explicitly indicate the confidential nature of the shared information to the recipient of the information; (iii) disclosure is made after informing the Company’s in writing in advanced of such requirement; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these Terms; and (e) you will retain Confidential Information only for so long as its use is necessary for fulfilling your obligations under these Terms or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations.
You may not issue any press release or make any public statement related to the Platform, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
Relationship of Parties
You and we are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. These Terms will not create an exclusive relationship between you and us and, inter alia, the Platform may include competing services of third parties. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties to these Terms, including but not limited to the Platform users, any legal or equitable right, remedy, or claim under or in respect to these Terms.
Suggestions and Other Information
If you or anyone on your behalf provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any the Platform, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.
By using the Platform you also warrant and undertake to act in accordance with all regional, national and international Applicable Law in respect of privacy and data protection, inter alia, as applicable in regards to the person or activity in the circumstances in question (“Privacy Legislation”), including, inter alia, the provisions of the Protection of Privacy Law 5741-1981 and secondary legislation, including the Privacy Protection (Data Security) Regulations 5777-2017 and the Privacy Protection Authority guidance and policies in each case as amended, extended and re-enacted from time to time. Without derogating from the aforementioned, you warrant and undertake that:
- Any and all information, including but not limited to, Account Information, provided to us through any mean including but not limited to through the Platform including but not limited to, user contact details, IP addresses, and traffic information, usage history, and posted Content (collectively “User Data”), was and will be collected and provided to us in accordance to all Applicable Law, including but not limited to, all applicable Privacy Legislation;
- With regard to the processing of User Data and as between you and the Company, the Company is a processor of User Data.
- Any and all User Data which you provide through the Platform is stored and/or managed through third parties engaged by the Company (as shall be amended from time to time) and thus, inter alia, are subject to such third parties’ policies and terms. As of the date of these Terms, the terms of Amazon and WordPress (sub-suppliers of the Company https://aws.amazon.com/privacy/ and https://wordpress.org/about/privacy/.
- By accepting these Terms and/or providing User Data you warrant that you have read the terms of Company’s sub-suppliers, including but not limited to Amazon and WordPress, and you unconditionally and irrevocably agree to be bound by them.
- You grant us and our sub-suppliers full and unconditional access and right to use (including but not limited to, create, delete, edit and any other use) any and all User Data as we shall be deemed feet at our discretion, for the operation of the Platform and for providing the Platform services.
- You have provided and will provide to any person who’s information is or will be included in the User Data all the notices required under Privacy Legislation and these Terms and you have received and will receive from such person all consents required under any Applicable Law, including but not limited to, Privacy Legislation.
We may collect, store, hold and process, by us or through sub-suppliers, any or all information which does not identify individuals for example links clicked on, viewed pages, offers, and services purchased through the Platform, IP address, etc. (“Statistical Information”).
- The Company implements the following security measures:
- Management of Passwords and identification credentials.
- Defined authorization and access monitoring.
- A firewall in an attempt to prevent unauthorized access.
We and/or our sub-suppliers may use the User Data and Statistical Information for the following purposes: (i) operation of the Platform and provide the Platform services (ii) send you periodic satisfaction, feedback, or quality assurance surveys; (iii) assess and improve the Platform and our services; (iv) send you newsletters offers, promotions recommendation, and marketing material; (v) in the frame of any legal proceedings and/or enforcing these Terms and/or any of our right thereunder (vii) statistical analyzes and publication of statistical reports (viii) to comply with Applicable Law and any judicial order; (ix) to protect our, yours and any other third party’s rights.
We may remove any User Data if we believe it violated any Applicable Law or any judicial order, infringes or misappropriates the rights of any third party, or otherwise violates these Terms.
We and anyone on our behalf may transfer the User Data or any portion thereto to the following (i) our service providers including IT service providers, cloud computing service providers, legal advisers, etc.; (ii) third parties in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business; (iii) contractors, employees, etc.; (iv) affiliates, subsidiaries, etc.
Upon termination of your use of the Platform, we may retain a copy of the User Data for the establishment, exercise, or defense of legal claims and/or to comply with Applicable Law or judicial order.
We reserve the right to change these Terms or any portion thereto at any time without notice to you by updating the Platform to incorporate the new Terms. Your continued use of the Platform after the date of the new Terms constitutes your acceptance of the amended Terms. If you do not agree with such changes, you can always cease Using the Platform.
Governing Law and Jurisdiction
You agree that all matters relating to these Terms and the Use of, the Platform shall be governed by the laws of the State of Israel without respect to its conflict of laws principles. You also agree to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, and no other courts or tribunals shall have jurisdiction. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms and the use of the Platform must be filed within one (1) year after such claim or cause of action arose.
These Terms constitute the entire agreement between you and the Company in connection with the Platform. If any provision in these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible, and the remainder of these Terms shall remain in full force and effect. Any failure by the Company to enforce or exercise any provision hereunder shall not constitute a waiver of a right or provision. The Company may transfer, assign, sublicense, or pledge in any manner whatsoever, any of its rights and obligations under these Terms to any third party whatsoever, without notice and without the need to receive your consent. You may not assign transfer, assign, sublicense, or pledge in any manner whatsoever, any of your rights and obligations under these Terms.
If you have any questions relating to these Terms or need the support of any kind concerning the Platform, please contact us with any issue that may arise at [email protected] and we will do our best to answer you shortly.
Last updated: June 2nd, 2020