These Terms of Service (these “Terms of Service”) apply to your use of the OpenWeb website available at openweb.com (and any successor site, the “Website”) operated on behalf of Open Web Technologies Ltd. (“we”, “us” or “our”) and any content, tools, features and functionality offered on or through our Website or through third party websites that utilize such content, tools, features and functionality (collectively, the “Services”).
IMPORTANT: PLEASE READ THESE TERMS OF SERVICE FULLY AND CAREFULLY BEFORE USING OUR SERVICES. BY ACCESSING OR USING THE SERVICES, YOU ARE AGREEING TO THESE TERMS.
These Terms of Service set forth the legally binding terms and conditions for your use of the Services. If you cannot agree to and/or comply with these Terms of Service and the requirements herein, you are expressly prohibited from use of the Services and must immediately exit the Website.
You must be at least 16 years of age to use the Services. If you are under age 16, you may not, under any circumstances or for any reason, use the Services. Minors under the age of 18 but who are at least 16 years of age are permitted to the Services only if the minor’s parent or guardian accepts these Terms of Service on the minor’s behalf prior to use of the Services. The Services are offered only for your use, and not for the use or benefit of any third party.
3.1 Certain portions of the Website or Services may require you to register for an account (an “Account”) with a valid e-mail address or username and a personal password. You may only create one Account per e-mail address. If you choose to set up an Account, you must provide accurate and complete information and keep your Account information updated.
3.2 You shall not (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; (iii) or use as a username a name that is otherwise offensive, vulgar or obscene.
3.3 You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or e-mail or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account.
3.4 You may also log on to the Services through an account on a third-party service, such as Facebook, LinkedIn, Google+ or Twitter. If you do so, we will have access to information on your account such as your email address, profile picture and other information if you grant us permission.
4. Rights to You
4.1 Subject to your compliance with these Terms of Service, we hereby grant to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the software provided to you as part of the Services. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms of Service and subject to the use restrictions described below. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions we, in its sole discretion, may elect to take.
4.2 You shall not (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; (vi) harvest or scrape any content from the Services; or (vii) otherwise take any action in violation of these Terms of Service. In addition, you shall not (directly or indirectly) (i) decipher, decompile, disassemble, reverse engineer, decode or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
5. Your Content
5.1 All content (including all information, data, text, photographs, videos, audio clips, written posts and comments) added, created, uploaded, submitted, distributed, or posted to the Services by you (collectively “User Content”), whether publicly posted or privately transmitted, is you sole responsibility. You represent that all User Content provided by you is in compliance with all applicable laws, rules and regulations and does not infringe, misappropriate or otherwise violate the rights of any third parties, including any intellectual property rights or publicity rights.
5.2 By submitting User Content through the Services, you hereby grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub-licensable and transferable license to use, display, perform, and otherwise fully exploit the User Content in connection with the Services. As part of the foregoing license grant you agree that (a) the other users of the Services shall have the right to comment on and/or tag your User Content and/or to use, publish, display, modify or include a copy of your User Content as part of their own use of the Services, and (b) we have the right to make any of your User Content available to third parties, so that those third parties can distribute, make derivative works of, comment on and/or analyze your User Content on other media and services.
5.3 You shall not (and shall not permit any third party to) either (a) take any action; or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any User Content on or through the Services, that (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) you know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Us in Our sole discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; (vi) impersonates any person or entity, including any of our employees or representatives; or (vii) includes anyone’s identification documents or sensitive financial information.
5.4 We do not guarantee that any User Content will be made available on the Website or through the Services. User Content may be moderated by OpenWeb and/or the applicable publisher, in accordance with the OpenWeb Moderation Standards, or the applicable publisher’s user content guidelines.We reserve the right to, but do not have any obligation to (i) remove, edit or modify any User Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all; and (ii) remove or block any User Content from the Services. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce these Terms of Service, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect the rights, property or safety of us, Our users and the public.
6. Copyright Policy
6.1 We respect the intellectual property rights of others. In accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (“DMCA”), we have adopted a policy of, upon notice, restricting access to or deleting content that infringes a third party’s copyright and, in appropriate circumstances and in our sole discretion, terminating account holders or other users of the Services who are deemed to be repeat infringers of a third party’s copyrighted work.
6.2 If you believe that anything on the Services infringes any copyright that you own or control, you may file a notice of such infringement by providing the following information in writing:
- identification of the copyrighted work that is claimed to be infringed;
- identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Services;
- information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
- a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
- a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
- the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by mail to: Open Web Technologies Ltd., 94 Yigal Alon Street, Tel Aviv, Israel; or by e-mail to firstname.lastname@example.org.
A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion.To file a counter-notification with us, you must provide a written communication (by regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others
7. Third Party Services
7.1 The Services may permit you to link to third party websites, services or resources (“Third Party Sites”) and display, include or make available content, data, information or other materials from third parties (“Third Party Materials”) , and other websites, services or resources may contain links to or integrations with the Services. Even if the Services link to or are integrated with Third Party Sites, you acknowledge that your use of any such Third Party Sites is at your own risk and subject to the terms and conditions applicable to such Third Party Sites. Additionally, when you access Third Party Materials, even when made available through the Services, you do so at your own risk.
7.2 Any Third Party Sites are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Sites. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third Party Site or Third Party Materials.
8. Intellectual Property Rights
The Services, including the “look and feel” (e.g., text, graphics, images, logos) of the Website, proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that we and/or our licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than your User Content), including, without limitation, the exclusive right to create derivative works.
We may terminate your access to all or any part of the Services at any time if you breach these Terms of Service, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of you User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
10. Warranty Disclaimer
THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THE SERVICES OR OTHER MATERIAL ON THE WEBSITE.
WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (a) your use or misuse of, or access to, the Services, (b) your User Content, (c) violation of these Terms of Service, (d) your violation of any applicable law or regulation and (e) your negligence or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
12. Limitation of Liability
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE OR SERVICES EXCEED THE AMOUNT YOU HAVE PAID US DURING THE NINETY (90) DAYS PRIOR TO YOUR CLAIM (IF ANY).
13. Governing Law and Jurisdiction
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Israel. Any claim relating to the Services or use of the Services will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts in the district of Tel Aviv-Jaffa, Israel. You hereby agree to waive all defenses of lack of personal jurisdiction and forum non-convenient and agree that process may be served in a manner authorized by applicable law or court rule. If any term or provision of this legal notice is for any reason held to be invalid, such invalidity shall not affect any other term or provision, and this legal notice shall be interpreted as if such term or provision had never been contained in this legal notice.
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication.
We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.
15. California Residents.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
16.1 Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
16.2 Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, acts of God, pandemics, epidemics, mechanical, electronic or communications failure or degradation.
16.3 Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sub-licensable by you except with Our prior written consent. We may assign, transfer or delegate any of Our rights and obligations hereunder without consent.
16.4 Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
16.5 Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e- mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
16.6 No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
16.7 Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
17. Contact Us If you have any questions or concerns about the Terms as specified herein above you may contact Us at 94 Yigal Alon, Tel Aviv, Israel or by email at: firstname.lastname@example.org