IMPORTANT: PLEASE READ THESE TERMS OF SERVICE FULLY AND CAREFULLY BEFORE USING OpenWeb (the “Site”) AND THE SERVICES, FEATURES, CONTENT OR APPLICATIONS OFFERED BY OpenWeb (“We”, “Us” or “Our”) (TOGETHER WITH THE SITE, THE “Services”). PRESSING THE “I AGREE” BUTTON, OR OTHERWISE ORDERING, INSTALLING OR USING THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT ON YOUR BEHALF.
These Terms of Service set forth the legally binding terms and conditions for your use of the Site and the Services. If you cannot agree to and/or comply with this Agreement and its requirements, you are expressly prohibited from use of the Services and must immediately exit the Site.
2. Using the Service
2.1 visiting or browsing the Site, you agree to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Site by Us, each of which is incorporated by reference and each of which may be updated from time to time.
2.2 Certain parts of the Services may be subject to additional terms and conditions specified therein. Your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
2.3 These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials, registered or otherwise.
You represent and warrant that you are at least 16 years of age. If you are under age 16, you may not, under any circumstances or for any reason, use the Services. We may, in Our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. The Services are offered only for your use, and not for the use or benefit of any third party.
4.1 Certain Services may require you to register for an account (the “Additional Services“) on the Services with a valid e-mail address or username and a personal password (an “Account”). 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.
4.2 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.
4.3 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.
4.4 You may also log on to the Services through an account on a third-party service, such as Facebook, LinkedIn, Google+ or Twitter (“Third Parties“). However, please note that because We may not have tested or screened the Third Parties, your use of any of the Third Parties services is at your sole risk.
5.1 All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is in compliance with all applicable laws, rules and regulations and does not infringe the rights of any third parties.
5.2 By submitting User Content through the Services, you hereby do and shall 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. You represent and warrant that you have all rights to grant such licenses to Us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
5.3 “Content” means information, data, text, photographs, videos, audio clips, written posts and comments, and interactive features generated, provided, or otherwise made accessible on or through the Services.
5.4 The Services may contain Content specifically provided by Us, Our partners or Our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
5.5 OpenWeb hereby expressly disclaims any warranty with respect to the Content. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.
5.6 We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to (i) remove, edit or modify any 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 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 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 the Digital Millennium Copyright Act of 1998 (“DMCA”) and other applicable laws, 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, in compliance with the requirements of 17 U.S.C. 512(c)(3), with Our designated agent at: email@example.com.
6.3 To file a notice of infringement with Us, the requirements specified in Title II of the DMCA must be fulfilled. The text of this statute can be found at the U.S. Copyright Office website, located at: https://www.copyright.gov.
7. Rules of Conduct
7.1 As a condition of use, you undertake not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services.
7.2 User Content Prohibitions. 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.
7.3 General Prohibitions. 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 Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of Our guidelines and policies. In addition, You shall not (directly or indirectly) (i) decipher, decompile, disassemble, reverse engineer 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.
8. Third Party Services
8.1 The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk.
8.2 The Services rely on third party cloud storage services. Nevertheless, We are not a backup service and you agree that you will not rely on the Services for the purposes of User Content backup or storage. We will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content.
8.3 These other resources 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 websites or resources. 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 such content, goods or services available on or through any such website or resource.
We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. 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 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 SITE.
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 your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. 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 THIS AGREEMENT 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 Site or use of the Site 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 Site 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 Site 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. The Security of the Site
5.1 We maintain reasonable physical, electronic, and procedural safeguards and personnel policies, consistent with applicable laws that are designed to guard the Services, the Site and Our systems. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure.
5.2 Please note that all information uploaded to the Site, including all Content and User Content, is stored on cloud servers powered by Amazon Web Services (“AWS“). To get better understanding of how AWS protects your privacy and User Content please visit: https://aws.amazon.com/agreement/ and https://aws.amazon.com/privacy/ before using the Site.
5.3 In the event of a breach of the confidentiality or security of AWS, We will reasonably attempt to notify you as necessary so you can take appropriate protective steps.
5.4 However, please note that Our obligation under this clause is conditioned upon AWS (i) giving Us prompt notice of the breach; and (ii) providing Us with reasonable cooperation.
5.5 This clause states Our entire liability and sole and exclusive remedy for any infringement of AWS rights of any kind and constitutes as reasonable standard of care.
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 Site, 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, 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 firstname.lastname@example.org.
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.