Terms of Service

  1. General

These Terms of Service (the “Agreement”) is an agreement between you (either an individual or a legal entity that you represent as an authorized employee or agent) (the “User” or “you” or “your”) and Sortex Systems Development LTD (the “Company”, "Sortex", "Kala", "we", “our” or "us").  We provide Users with access to certain Materials (as defined below) to help Users create and manage websites by providing general and personalized content, website hosting services, communications tools, marketing tools, ecommerce tools and services and assistance in acquiring domain names (collectively, the “Services”) directly and through the website and associated domains & sub-domains of kala.io (the “Site” or "Kala website") which is operated and maintained by us. This Agreement explains our obligations to you, and your obligations to us.  This Agreement, together with our Privacy Policy which is available on the Site and all other legal notices or conditions or guidelines posted on the Site or related to specific Services, all of which are incorporated herein by reference, is the entire Agreement between you and the Company.  This Agreement sets forth the legally binding terms for your use of the Site, the Services and the Materials and they shall apply to all users of the Site. By using the Site and the Services, you agree to be bound by this Agreement. IF YOU DO NOT AGREE WITH ANY TERMS OF THIS AGREEMENT, YOU SHOULD LEAVE THE SITE AND DISCONTINUE USE OF THE SERVICES IMMEDIATELY.

 

  1. Services

Subject to full compliance with this Agreement, we may provide you with certain Services, as described more fully on the Site. The Services are provided by us AS IS and we assume no responsibility for any failure in providing the Services to you.  We may change, suspend or discontinue any or all of the Services for any reason, at any time. We may also impose limits on all or any of the Services or restrict your access to parts or all of the Services without notice or liability. We may charge fees for the use of the Services or part of them and may include advertisements or other commercial content in any Company product or image or webpage including such which have been created by users unless stated otherwise.  Through our Services you may create websites which must be hosted by us (a “Hosted Site” or “your Website”).  Each Hosted Site may be managed by you through a management interface provided by us (the “Management Interface”).  Depending on the Services you choose, you may establish a Hosted Site either: (i) as a sub-site under a domain name owned or licensed by us.  We may also assist you in acquiring a domain name for your Hosted Site, however we are not a reseller of domain names and the actual acquisition of domain names will be finalized directly between you and the relevant reseller.  

 

  1. Accounts

To register for certain Services, you may be required to establish an account by completing the registration process and providing us with current, complete and accurate information as prompted by the registration form on the Site, including your e-mail address and password, which will constitute your credentials for accessing the Site.  You must protect your passwords and you take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under your account. You agree to notify us immediately upon learning of any unauthorized use of your account or any other breach of security. From time to time, our support staff may log in to your accounts under your password in order to maintain or improve service, including to provide you assistance with technical or billing issues. You hereby acknowledge and consent to such access.  We can refuse registration of, or cancel, any account in our sole discretion, at any time.

 

  1. Content

You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages and other materials uploaded, posted or stored in connection with your use of the Services (“Content”).  We are not responsible for your Content.  You hereby grant the Company a worldwide, royalty-free, non-exclusive license to host and use the Content in order to provide you with the Services, including, without limitation, the rights to digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Content; and make archival or back-up copies of the Content. You hereby represent and warrant that you have all the rights necessary to grant us such licenses.  You are responsible for any Content that may be lost or unrecoverable through your use of the Services.  You are encouraged to archive your Content regularly and frequently.

 

We, in our sole discretion, reserve the right (i) to deny, cancel, suspend, transfer or alter, modify, correct, amend, change, program, or take any other corrective action to protect the integrity and stability of the Services (including altering, modifying, correcting, amending, changing, programming, or taking any other corrective action regarding any malicious code, software or related abusive activity, Content), and/or (ii) to comply with any applicable laws, government rules, or requirements, requests of law enforcement, or to avoid any liability, civil or criminal. You agree that we shall not be liable to User for any loss or damages that may result from such conduct.

 

In connection with the Content, you further agree that you will not: (i) submit material that is copyrighted or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene (including stolen copyrighted material and material that infringes or has the potential to infringe the intellectual property rights or privacy of another), defamatory, libelous, threatening, violent, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, encourages use of drugs or alcohol, or is otherwise inappropriate or is reasonably likely to cause harm; (iv) impersonate another person; or (v) submit material that is spam, or is reasonably likely to cause harm and/or contains unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing).

 

  1. Bandwidth and Disk Usage.

We provide Users with bandwidth, disk space and other resources, such as e-mail, the amount of which for each Service is detailed in the description on the Site of each such Service or on the Management Interface of your Hosted Site. For some Services, we may allow unlimited bandwidth, disk space and other resources and for others, these may be limited.  Where usage is limited, you agree not to exceed the usage amounts set by us for the relevant Services. In respect of both limited and unlimited Services, it intended for use to be normal only, and any activity that results in excessive usage that is inconsistent with normal usage patterns is strictly prohibited.   We will monitor your use of bandwidth, disk usage and other resources and may, in our sole discretion, take any corrective action if your utilization of bandwidth, disk usage or other resources exceeds the limits set for the Service or otherwise exceeds normal usage, or is used for other improper storage or usage. Such corrective action may include the assessment of additional charges, disconnection or discontinuance of any and all Services or termination of your account and of this Agreement.  If we take any such corrective action under this section, you shall not be entitled to a refund or credit of any fees paid prior to such action.

 

  1. Intellectual Property Rights

All material and services available on the Site and on the Management Interface, and all material and services provided by or through the Company, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, the Management Interface, hosting services, software, all informational text, software documentation, design of and "look and feel," layout, photographs, graphics, audio, video, messages, design and functions, files, documents, images, content or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the "Materials"), any of our domain names on which we may allow you to establish Hosted Sites as sub-sites, are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws.  All Company trademarks and service marks, logos, slogans and taglines are the property of the Company.  All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners.  Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on the Site or the Management Interface without our express written permission, or the express written permission of such third-party that may own the trademark, service mark, logo, slogan or tagline.

 

  1. Licenses; Rights of Use

Subject to this Agreement, the Company hereby grants you a limited, revocable, non-transferable and non-exclusive license to (i) use the Materials through the Site to the extent, and only to the extent, necessary to access and use the Services in accordance with the terms of this Agreement, (ii) to use the Management Interface for purposes solely of managing your Hosted Sites, (ii) to host your Hosted Sites on servers operated by or otherwise licensed to the Company, and (iii) to the extent the Company allows you to establish a Hosted Site as a sub-site under a domain name owned by the Company, to utilize such sub-site for purposes only of maintaining your Hosted Sites in accordance with the terms hereof.  This license does not permit you, and you agree not to: store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials or the Management Interface or otherwise distribute in any way the Materials or maintain or operate the Hosted Sites other than as specifically permitted in this Agreement.  You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right granted herein, create derivative works based on or in any manner commercially exploit the Materials, in whole or in part, other than as expressly permitted in this Agreement.  Any use of the Materials, the Management Interface, the Hosted Sites for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.

 

  1. Your Third Party Providers

Some of our Services may require you to give us access to or require you to provide integrations credentials for accounts or services you may have with third party providers.  When you provide this information to us or give us access to these third party accounts you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give us such access, login information and passwords.

 

  1. Representations, Warranties and Undertakings

You represent, warrant and undertake to us each of the following:

  • You are at least 18 years of age and full legal capacity to undertake your obligations under this Agreement, without need for any additional approvals or consents.

  • All information you submit to us is and will continue to be truthful and accurate.  You will ensure the email address provided in your account registration is valid at all times and you will keep your other contact information accurate and up-to-date.

  • You will not use the Services, Materials, your Hosted Sites or the Management Interface for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading.

  • You will not use the Services, Materials , your Hosted Sites or the Management Interface to impersonate another person.

  • You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by the Company without our express written permission.

  • You will not send unsolicited messages (also known as junk mail or SPAM) to promote any Hosted Sites.

  • You will not upload, post, email, transmit or otherwise make available or initiate any malicious scripts, software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services, the Materials the Hosted Sites or the Management Interface or that may impact the ability of any user of the Site or the Hosted Sites to access the Services.

  • You will not upload individual files larger than 20MB without our express written permission.

  • You will not embed on any third party website any Content that is incorporated into the Site of your Hosted Sites, without our prior written consent.

  • You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the Services or Materials (including the Management Interface) by any means other than through the interfaces provided by us.

  • You will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on our infrastructure.

  • You will be solely responsible for the development, operation and maintenance of any page or website, online store and electronic commerce activities, for all products and services offered by User or appearing online and for all contents and materials appearing online or on User's products, including, those created utilizing any Services or on any Hosted Site.

  • You will at all times be solely responsible for, and shall maintain, the confidentiality of personal information of the users of your Hosted Sites in accordance with laws and regulations applicable to you and your customers.

  • You will ensure that the users of your Hosted Sites comply with the terms of this Agreement that that the terms of use of your Hosted Sites incorporate those terms and conditions of this Agreement that are necessary to ensure such compliance.

 

  1. Selling Through Hosted Sites

Some of our Services and Materials may offer you the opportunity to sell or purchase goods and services through Hosted Sites (such goods and services, “Commercial Products”).  We are merely providing the platform for you to develop and maintain Hosted Sites which may allow buyers and sellers to negotiate and complete transactions for these Commercial Products.  When a buyer purchases Commercial Products, payments will be processed through our third party payment service provider.  Buyers of Commercial Products will be provided a notice when entering their payment information directing them to the third party payment service provider’s terms of service and privacy policy.  These payment services are governed solely by the third party provider’s terms of service and privacy policy.  We are not responsible for the actions of these third party service providers.  In addition to the other terms and conditions described in this Agreement, you must follow the rules listed below when offering, selling or purchasing Commercial Products:

  • You must not offer or sell illegal or potentially illegal Commercial Products, including those that are counterfeited, stolen or fraudulent.  Commercial Products sold using the Services must comply with all applicable laws, including Commercial Products sold to individuals outside of your country.  Items identified as “not for distribution within the United States” may not be sold using the Services.

  • You must not offer or sell Commercial Products that infringe or have the potential to infringe the intellectual property rights or proprietary rights of another.

  • You must not offer or sell any Commercial Products that we, in our discretion, determine are inappropriate, offensive, pornographic, sexually explicit or violent.

  • You must not offer or sell any Commercial Products that are manufactured as, or primarily intended to be used as, weapons, including firearms, restricted devices or ammunition.  We reserve the right to determine, in our sole discretion, whether Commercial Products constitutes “weapons” for purposes of this Agreement.

  • You must not offer or sell any Commercial Products that infringe upon or have the potential to infringe upon an individual’s privacy or that may be libelous, slanderous or otherwise defamatory.

  • You must not use images or names of any third party (including notable personalities or celebrities) when offering or selling Commercial Products without first obtaining that third party’s permission.

 

Without limiting anything else in this Agreement, we may immediately remove Content related to the offer or sale of Commercial Products in violation of this Agreement.  If you sell a Commercial Product using our Services, then you must, upon our request, (i) use commercially reasonable efforts to stop the delivery of the Commercial Products to the buyer, or (ii) pay a refund for such Commercial Products to the buyer.

 

  1. Fees

Some of the Services require payment of fees ("Charged Services") for the stated term of the relevant Service (the “Contract Term”). If you elect to sign up for Charged Services, you shall pay all applicable fees, as may be described on the Site and/or on the Management Interface in connection with such Charged Services selected by you. You may also upgrade existing Charged Services to different Charged Services with higher fees.  We reserve the right to change prices for Charged Services at any time. You authorize the Company directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information that you provided while signing up for such Services, to collect fees, to process any payments and/or refunds and/or take any billing actions as required in connection with the collection of the fees in respect of the Charged Services. 

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay any such taxes that might be applicable to your use of the Services and payments made by you to the Company. 

All fees related to using Charged Services are charged automatically using the payment method(s) made available on the Site or through the Management Interface.

If, at any time, you contact your bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of your obligation hereunder and your use of the Charged Services will be automatically terminated. Your use of the Charged Services will not resume until you re-subscribe for any such Charged Services and we receive all outstanding amounts payable. 

At the end of the relevant Contract Term, the applicable Service will automatically renew for an additional Contract Term until explicitly cancelled by you. Cancellation must be issued via your Website Management Interface or via our support addresses.  Any cancellation issued via your Website Management Interface must be done at least one (1) day prior to the end of the relevant Contract Term. Any cancellation not issued via the Website Management Interface must be done three (3) days prior to the end of the Contract Term to allow for adequate processing time. 

Only Services and features clearly indicated as "free" or "no charge" are free or without charge. Note that we do not provide support for Services provided for free. We provide limited support for Charged Services, as detailed in the Site.

If you registered for a trial use of the Services ("Trial Period"), you must decide to purchase the Services within the Trial Period in order to retain any Content that you have posted or uploaded during the Trial Period. If you do not purchase the Services by the end of the Trial Period, your Content will no longer be available to you. After using the Services during the Trial Period, if you decide not to purchase the full version of the Services, you will not be able to access or retrieve any of the data you added/created during the Trial Period.

 

  1. Termination

This Agreement may be terminated or cancelled:

  • at anytime by either party by giving the other party seven (7) days prior written notice, unless otherwise terminate pursuant to Section ‎11 above.

  • by us, immediately and without notice, in the event we determine that you have breached any term of this Agreement, if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical or regulatory reason.

In addition, we may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion.  All of these changes shall be effective upon their posting on the Site or by direct communication to you unless otherwise noted.  We further reserve the right to withhold, remove and or discard any Content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement as well as to report you or your Users to law enforcement officials in the appropriate jurisdictions, if we deem it appropriate. For avoidance of doubt, we have no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services, however nothing prevents us from storing or tracking Content

 

You shall be obligated to pay all fees and charges accrued prior to the effectiveness of any termination of this Agreement.  In the event of a termination other than by the Company at will (that is for no cause or reason), you must pay 100% of the fees payable to the end of the Contract Term.  Upon any termination or cancellation for any reason, whether for cause or at will or otherwise, there will be no refund of fees already paid by you prior to the date of such termination or cancellation, even if such fees related to the period following such termination or cancellation.

 

UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER, ALL USER FILES AND CONTENT AND OTHER DATA WILL BE IMMEDIATELY DELETED. Accordingly, you should always maintain back-up copies of Content and data.

 

  1. Errors and Access to Hosted Site

YOU ARE SOLELY RESPONSIBLE FOR: (A) THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR HOSTED SITES; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, AND PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING; (B) THE ACCESS AND USE BY YOU OR ANY THIRD PARTIES OF YOUR HOSTED SITES; and (C) ANY DOMAIN NAMES ACQUIRED BY YOU WITH OUR ASSISTANCE (“DOMAIN NAMES”). WE WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES AND OTHERWISE FOR ANY ACCESS OR USE BY YOU OR THIRD PARTIES OF YOUR HOSTED SITES OR FOR ANY DOMAIN NAMES YOU FURTHER UNDERSTAND THAT WE MAY NOT MAINTAIN COPIES OF FILES OR DOCUMENTS THAT ARE SENT BY YOU AND THAT YOU ARE SOLELY RESPONSIBLE FOR BACKING UP THIS DATA.

 

  1. Third Party Websites; Third Party Services; No Implied Endorsement

The Site and/or Hosted Sites may contain links to other web sites owned by third parties ("Third Party Sites"). Please note that when you or any third party users of your Hosted Sites click on any of these links, you and they are entering another website for which we have no responsibility or control. You may also have the ability through the Management Interface to login to accounts that you have for services provided by third parties (“Third Party Services”) or to link accounts for Third Party Services to your account with us. We are not responsible for any activity occurring within Third Party Services, even if logged in through or linked to your account with us.

 

You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use or the use by any third parties accessing your Hosted Sites of any Third Party Sites and/or Third Party Services, whether or not you or they were linked to or directed to a Third Party Site or Third Party Service through the Site or your Hosted Sites.  You acknowledge that Third Party Sites and Third Party services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service.  In no event shall any reference on the Site and/or your Hosted Sites to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party.

 

  1. DISCLAIMER OF WARRANTY

THE SITE, HOSTED SITES, MANAGEMENT INTERFACE, SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE, THE HOSTED SITE, THE MANAGEMENT INTERFACE, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE AND/OR YOUR HOSTED SITES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES THE COMPANY OR ITS LICENSORS MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS, THE SITE, THE HOSTED SITE OR THE MANAGEMENT INTERFACE.  YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, THE MANAGEMENT INTERFACE, DOMAIN NAMES AND YOUR HOSTED SITES AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, THE COMPANY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE HOSTED SITES TO ANYONE.

IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT OF TAX, LEGAL OR OTHER PROFESSIONALS. WE DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING ALL SUCH ADVICE.

FURTHER, THE COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS, THE HOSTED SITES OR THE MANAGEMENT INTERFACE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS. NEITHER THE COMPANY NOR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE SITE, THE HOSTED SITES, THE MANAGEMENT INTERFACE, THE MATERIALS OR THE SERVICES OR ANY E-MAIL SENT FROM THE HOSTED SITES OR ANY THIRD PARTY PROVIDERS, PARTNERS OR AFFILIATES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

  1. LIMITATION OF LIABILITY

WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITE, THE HOSTED SITES, THE MANAGEMENT INTERFACE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS THE DOMAIN NAMES OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE OR YOUR HOSTED SITES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE THE COMPANY AND HOLD THE COMPANY AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES,SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, SITE, HOSTED SITES, THE MANAGEMENT INTERFACE, YOUR CONTENT, COMMERCIAL PRODUCTS THE DOMAIN NAMES OR ANY THIRD PARTY USER ACCESSING YOUR HOSTED SITES OR ANY THIRD PARTY GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE OR YOUR HOSTED SITES.  YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

 

  1. EXCLUSIVE REMEDY

IN THE EVENT OF ANY PROBLEM WITH THE SITE, YOUR HOSTED SITES, THE MANAGEMENT INTERFACE, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, THE HOSTED SITES, THE MANAGEMENT INTERFACE THE SERVICES AND THE MATERIALS.  UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE, THE HOSTED SITES, THE MANAGEMENT INTERFACE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE HOSTED SITES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, THE HOSTED SITE, THE MANAGEMENT INTERFACE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER ACCESSING YOUR HOSTED SITES OR ANY THIRD PARTY GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE OR YOUR HOSTED SITES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

 

  1. Termination/Exclusion

We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or add, change and modify prices for all or part of the Services for you or for all our users at any time and in our sole discretion.  All of these changes shall be effective upon their posting on the Site or the Management Interface or by direct communication to you unless otherwise noted.  We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this Agreement. For avoidance of doubt, we have no obligation to store, maintain or provide you a copy of any content that you or other users provide when using the Services.

 

  1. Indemnification

You shall indemnify, hold harmless, and defend the Company and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively "Indemnified Parties") from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your account’s) use of the Services, the Site or the Materials, (ii) your Content, (iii) your use or any third party’s use of your Hosted Sites; and (iv) any Commercial Products you offer on or through the Hosted Sites or using our Services.  This includes, but is not limited to, any breach or violation of this Agreement by you or anyone utilizing your account.  You agree to fully cooperate at your expense as reasonably required by an Indemnified Party.  Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder.  You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.

 

  1. Amendments

We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Site and/or the Management Interface that we have changed this Agreement.  If you have an account with us, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changed this Agreement. You and we both understand that sometimes there are issues with email communication.  We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

We may also, in the future, offer new services and/or features through Site and/or the Management Interface (including the release of new tools and resources). For the avoidance of doubt, such new features and/or services shall be subject to the terms and conditions of this Agreement.

 

  1. Other

You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to the Company as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law.  Accordingly, you agree that the Company shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by the Company in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction. 

In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Company, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Site or any content used or displayed through the Site.

 

  1. Terms You Must Post on Your Hosted Site

You are responsible for drafting the terms of use and privacy policy for any Hosted Sites.  However, the terms of use for your Hosted Sites must designate us a third party beneficiary and must contain intellectual property, limitations of liability, limitations of remedy, disclaimers of warranty and indemnification provisions each for the benefit of the Company which are at least as favorable to the Company as contained in this Agreement.  You are also responsible for drafting the privacy policy for your Hosted Site.  Your Hosted Site’s privacy policy must contain terms that are at least as protective of a user’s privacy as those contained in our own privacy policy. 

You agree to indemnify and hold harmless the Company and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns from and against any and all liability, loss, claim, damages, expense or cost (including but not limited to attorneys’ fees), arising from or related to the use of, access to, interaction with or reliance upon, your Hosted Sites, including the purchase, sale or other distribution of Commercial Products.

 

  1. Miscellaneous

This Agreement will be interpreted according to the laws of the State of Israel, without regard to its conflicts of law's provisions. Any disputes, actions, claims or causes of action arising out of or in connection with this license agreement or the Service will be subject to the exclusive jurisdiction of the municipal courts located in Tel Aviv or the Central Districts, Israel.  If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.  If we fail to enforce any of this Agreement, it will not be considered a waiver.  Any amendment to or waiver of this Agreement must be made in writing and signed by us.  You will not transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.  All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.  This Agreement does not confer any third party beneficiary rights.  A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.