Terms of use

General

This agreement (the “Agreement”) sets forth the terms and conditions whereby the Company grants the Customer a License to use the System and various services performed by the Company. The Company reserves the right to update the terms of use on its website from time to time. By confirming this Agreement, the Customer acknowledges and agrees that they have read the Agreement and consented to its terms, and that they have checked the System and found it compliant with the needs of their business.

Preamble and Terms

1. The preamble to this Agreement, the statements included therein, and the annexes to this Agreement constitute a part thereof and shall be binding upon the parties as part of this Agreement.
2. In any event of discrepancy or contradiction between the terms of any annex hereof to the terms of this Agreement, the terms of the annex shall prevail.
3. The headings of the sections are for convenience only, and shall not bear any meaning in interpreting this Agreement.
4. The following capitalized terms shall have the meaning ascribed to them as follows, unless otherwise specifically stated:
   1. API – the official application programming interfaces, integration tools and documented interfaces expressly published, made available and authorized in writing by the Company for integration with the System.
   2. The Company – Arbox Ltd. and its subsidiaries.
   3. The Customer – any individual or legal entity to whom the Company grants a License to access and use the System under the terms of this Agreement.
   4. Customer Content – any data, content, information, files, images, text, marketing materials, names, contact details, schedules, programs, descriptions, prices, terms, photos, videos or any other material uploaded, entered, generated, transmitted, stored, displayed or otherwise made available by or on behalf of the Customer (including by any End User) through the System.
   5. End User – any individual or entity (including, without limitation, members, trainees, clients, athletes, employees or patients of the Customer) who accesses or uses the System, or any portion thereof, including via any application, website, portal, integration or other interface made available by the Company in connection with the Customer’s business.
   6. The System or Arbox – a software platform which was developed by the Company and is uniquely and solely owned by the Company.

License

1. Subject to the Customer’s performance of its obligations hereunder, the Company hereby grants to the Customer a personal, non-exclusive, non-transferable, and limited (according to the terms of this Agreement) license to use the System as per the service package agreed upon by the parties when completing the transaction (the “License”).
2. The license fee is set in accordance with the service package chosen by the Customer. The license fee does not include payment for further developments and/or adaptations of the System, which, if required, may be charged separately.
3. This License does not allow for copying, duplicating, moving, changing, recreating, selling, distributing of the System or any breach of the Company’s intellectual property rights in the System.
4. The Customer shall bear the sole liability for providing the required information as needed for use of the System. If the Customer realizes that wrong information was provided or that information has been wrongly recorded in the System and/or in the Company, the Customer should immediately report to the Company and act to remedy any wrong information.
5. The Company is entitled to update the System’s versions from time to time. Version updates that are included in the Services shall be effected automatically, as long as the Customer is fulfilling their obligations according to this Agreement. For the avoidance of doubt, certain updates may be offered subject to a separate fee, as determined by the Company.
6. The Company may use the Customer’s name in its publications of the Company and the System, and the Customer hereby consents to such use.
7. The Company is entitled to induce advertisements into the System, and to promote and/or sell various products and services through the System, including via specific notice to a group of users or to certain users.

Customer Definition

1. Until the Customer’s first payment to the System, the Customer shall be identified by the specific email address used to open the account. This email address shall be considered the official and binding point of contact, and only instructions received from this registered primary email address shall be deemed valid and binding with respect to the System up until the Customer’s first payment for the System. Such instructions include, without limitation, requests to close or suspend the System, reopen access, export data, perform material changes to the System, change the paying entity, or any other material action related to the System.
2. Following the initial payment, and in the event of any dispute, disagreement, or conflicting instructions between users of the System, the Company shall not be responsible for resolving such disputes and shall have no discretion or obligation to determine between them. The sole determining and authoritative party entitled to provide binding instructions regarding the System, including data export and any material actions as described above, shall be the legal entity that pays for the System and to whom the invoices for the System are issued. In the event of conflicting or contradictory instructions, the Company shall act solely in accordance with instructions received from such paying legal entity.
3. Any such instructions must be approved and supported by official legal authorization from the relevant entity. In the case of an individual, such authorization shall be provided by presenting an official means of identification. In the case of a corporation or other legal entity, such authorization shall be provided by an official document issued by the entity and confirmed by its legal advisors. Until such authorization and confirmation are received by the Company, the Company shall continue to provide the services as they were immediately prior to the request and shall maintain the existing status quo.

Customer’s Declarations and Undertakings

1. The System operates online only and cannot operate when there’s no active internet connection. The Customer hereby declares and confirms that they’re aware that the use of the System is subject to the adaptation of their internet and computer network to the System requirements. The Customer assumes full responsibility for ensuring the integrity of the computers and/or the network and/or the communications infrastructure, including the internet infrastructure used by them, and full and exclusive liability for all the consequences that will result from the failure of any of these factors will apply to the Customer only.
2. The Customer confirms that they know that the information that the Customer is integrating and is exposed to them during the use of the System is saved and backed up in cloud services, provided by third parties, with a security level as customary in the field. The Company shall not be liable for loss of Customer’s data deriving from resulting from a malfunction of the System and/or its backup services and/or the cloud services provided by such third party, and the Customer is responsible for backing up the data that they integrate in the System in customary ways and at their discretion.
3. The Customer shall not make any addition, subtraction, change, or adaptation in the System, including decompilation, disassembly, reverse engineering, and creating derivative products and/or works from the System. Without derogating from the generality of the above, it is hereby clarified that in any event, any change, fix, update, translation, and any other action performed in the System, whether in accordance with the terms of this Agreement or in breach thereof, shall become the sole property of the Company, and all rights therewith shall automatically vest with the Company.
4. The Customer confirms that they understand that the License is provided to use of the System as-is, and that the Company does not undertake responsibility for the uninterrupted operation of the System, nor that the System is free of inaccuracies, errors, nor that there will not be specific network problems which might render the operation and use of the System difficult. In such cases, the Company shall work to quickly resolve such problems, and the Customer shall have no claim against the Company for such problems, provided that these are solved within a reasonable time.
5. The Customer confirms and acknowledges that the Company may update the System and the System’s database as needed, at its discretion and according to technology needs which may arise.
6. Joining the service constitutes the Customer’s consent to receive direct mailing (the “Direct Mailing”), and for the use of their details for this purpose. The Customer may cancel their consent to receive Direct Mailing by writing to the Company and/or by clicking the right buttons in a notice attached to any Direct Mailing.
7. The Customer cannot transfer and/or assign their rights under this Agreement, and the License to use the System granted to the Customer hereunder is meant for the Customer only and is non-transferable. Notwithstanding the foregoing, the Customer may transfer and/or assign its rights under this Agreement to a successor of all or substantially all of the Customer’s business, shares, or assets, solely by completing a designated form prescribed by the Company, which shall be completed by both the Customer and the transferee and/or assignee.

Prohibited Use; Unauthorized Access

1. The Customer may access, query, integrate with, automate or otherwise interface with the System solely and exclusively through the official API made available, published and authorized in writing by the Company, and solely in accordance with the terms, scopes, rate limits and authentication methods prescribed by the Company for such API. Any access to, integration with or automation of the System through means other than the official API is strictly prohibited. For the avoidance of doubt, the Company may charge the Customer fees and/or costs in connection with any such unauthorized access, integration or automation, without prejudice to any other right or remedy available to the Company under this Agreement or applicable law.
2. Without limiting the generality of the foregoing, the Customer shall not, and shall not permit, enable, instruct, contract with, encourage or facilitate any third party (including any third-party software, service, integration provider, contractor, consultant or End User) to: (i) log into the System, or maintain a session in the System, by impersonating, simulating, automating or otherwise acting as a human user (including by means of automated browsers, headless browsers, scripted form-submissions, browser-extensions, robotic process automation, screen-based bots, recorded session replay tools, credential-sharing or any equivalent technique); (ii) use the Customer’s credentials, cookies, session tokens or any other authentication artifact for any purpose other than legitimate human use by an authorized user of the Customer; (iii) operate any tool, bot, agent, script or program that interacts with the user-facing interfaces of the System as if it were a human user, in order to perform actions, trigger flows, read data or otherwise drive the System; or (iv) circumvent, attempt to circumvent, or assist any party in circumventing, any rate limit, authentication mechanism, access control, technical protection measure or terms of access of the System.
3. The Customer shall not, and shall not permit or facilitate any third party to, scrape, crawl, harvest, index, mine, copy, mirror, cache, record, capture, monitor or otherwise extract data, content or information from the System (including from the Customer’s own account in the System) by means of any automated tool, script, bot, spider, crawler, browser-automation, AI agent, screen-recorder or any equivalent mechanism, other than via the official API, with appropriate authorization, and solely within the scope and limits expressly permitted by the Company in writing. Without limiting the foregoing, this prohibition applies whether the extraction is performed by the Customer itself, by a third-party tool the Customer engages, or by any End User.
4. The Customer shall be fully and solely responsible for the acts, omissions, technical methods and compliance of any third party (including any service provider, vendor, integrator, automation provider, consultant or End User) to whom the Customer grants, permits, enables, facilitates or fails to prevent access to the System (including by sharing credentials, generating tokens, embedding the System, configuring integrations or any other means). Any access by, or action taken through, such third party shall be deemed the Customer’s own act for all purposes of this Agreement, and any breach of this Agreement by such third party shall be deemed a breach by the Customer.
5. Without derogating from the foregoing, the Customer acknowledges that End Users access certain functions of the System (including registration to classes, sessions or training slots) via end-user-facing applications, websites and interfaces provided in connection with the System. The use of any bot, script, automated agent, scheduled job, browser extension, automation service or any equivalent automated mechanism by an End User in order to register for, reserve, queue for, monitor availability of, cancel, modify or otherwise interact with classes, sessions, slots, waitlists or any other resource via such end-user-facing applications or interfaces, is strictly prohibited. The Customer shall include this prohibition in the Customer’s own terms of use applicable to its End Users and shall reasonably enforce it.
6. In addition to, and without limiting, any other right or remedy available to the Company under this Agreement, applicable law or in equity, in the event of any breach (or reasonable suspicion of breach) of this Section, the Company may, at its sole discretion and without prior notice: (i) permanently and irreversibly block, suspend or terminate the access of any End User, user, account, device, IP address or integration suspected of such breach; (ii) revoke API keys, tokens or credentials; (iii) suspend or terminate the Customer’s access to the System in whole or in part; (iv) charge the Customer for any direct or indirect costs, damages, expenses and operational burden incurred by the Company in connection with such breach, including the costs of investigation, mitigation, additional infrastructure and legal expenses; and (v) terminate this Agreement immediately, without refund and without prejudice to any accrued payment obligation of the Customer. The Customer acknowledges that the foregoing measures (including, in particular, the irreversible blocking of End Users) are reasonable, proportionate and necessary to protect the integrity of the System and the rights of all customers and end users, and waives any claim against the Company in connection therewith. The Customer further agrees to indemnify and hold the Company harmless from and against any claim by any End User or third party arising out of or in connection with the exercise of any such measure.

Customer Content

1. The Customer is, and shall remain, solely and exclusively responsible for any and all Customer Content, including (without limitation) its content, accuracy, lawfulness, quality, integrity, reliability, appropriateness, currency, completeness, ownership and right to use, and for any and all consequences arising out of or in connection therewith. The System functions as a neutral technological platform that enables the Customer to upload, store, organize, display and transmit Customer Content; the Company does not pre-screen, approve, monitor, edit, endorse, verify or assume any responsibility for any Customer Content, and the existence of Customer Content in the System does not imply any review, approval or endorsement by the Company.
2. The Customer represents, warrants and undertakes that: (i) the Customer owns all right, title and interest in and to the Customer Content, or otherwise holds all rights, licenses, consents, permits and authorizations required to upload, use, display, transmit, store and otherwise process the Customer Content in and through the System and to grant the Company the rights described in this Agreement; (ii) the Customer Content, and the Company’s use thereof in accordance with this Agreement, does not and will not infringe, misappropriate or violate any intellectual property right, right of publicity, right of privacy, contractual right, data protection right or any other right of any third party, nor violate any applicable law, regulation, court order or industry code; (iii) the Customer has obtained all consents, authorizations and legal bases required under applicable data protection laws for the collection, upload, storage, processing and transfer of any personal data included in the Customer Content (including, where applicable, consents of End Users), and has provided all required notices to the relevant data subjects; (iv) the Customer Content does not contain, and the Customer shall not use the System to upload, transmit, store or otherwise make available, any content that is unlawful, defamatory, obscene, pornographic, harassing, abusive, deceptive, fraudulent, misleading, discriminatory, threatening, violent, harmful to minors, infringing, malicious (including malware, viruses or harmful code) or otherwise objectionable; and (v) the Customer is and shall remain solely responsible vis-a-vis its End Users and any third party for the products, services, programs, schedules, descriptions, prices, terms, refund policies, health, safety and other representations described, offered, sold or otherwise made available by the Customer through the System.
3. All rights, title and interest in and to the Customer Content, including all intellectual property rights therein, shall remain the sole and exclusive property of the Customer (or its respective licensors). Nothing in this Agreement shall be construed as transferring any ownership rights in the Customer Content to the Company. The Customer hereby grants the Company a limited, worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, process and otherwise use the Customer Content to the extent necessary in order to operate the System, provide the services hereunder, perform backups and disaster-recovery, comply with applicable law and enforce this Agreement. Notwithstanding the foregoing, Company is hereby granted with a perpetual, worldwide, unlimited, royalty free, sublicensable license to use the nonpersonal / anonymized Customer Content for the Company’s legitimate business purposes.
4. The Company shall have no liability whatsoever, of any nature, in respect of any Customer Content or in respect of any act, omission, transaction, service, product, statement, representation, communication, harm, injury or damage by or attributable to the Customer or any End User or any third party in connection with the Customer Content or with the products, services, programs, classes, sessions or other offerings of the Customer (including, without limitation, in respect of bodily injury, property damage, health-related claims, consumer claims, refund claims, advertising claims, intellectual-property claims and data-protection claims). All such matters are the sole and exclusive responsibility of the Customer. The Customer acknowledges and agrees that any reliance by an End User or any third party on Customer Content is at such party’s own risk, and the Company makes no representation or warranty in respect thereof.
5. Without derogating from the foregoing and without assuming any duty to do so, the Company reserves the right, at its sole discretion and without prior notice, to remove, disable access to, quarantine or refuse to display any Customer Content that the Company believes, in good faith, may violate this Agreement, infringe any third-party right, violate any applicable law, or expose the Company, the System or any third party to liability, reputational harm or operational risk.
6. The Customer shall defend, indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors and representatives, from and against any and all claims, demands, suits, proceedings, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and legal costs) arising out of or in connection with (i) the Customer Content; (ii) any product, service, program, class, session, advice or other offering of the Customer or any End User; (iii) any breach by the Customer (or by any End User or any third party acting through the Customer’s account or with the Customer’s permission or facilitation) of this Agreement, of applicable law or of any third-party right; and (iv) any act or omission of the Customer or any End User in connection with the System.

Updates; Opt-Out; Privacy

1. If the Customer would like to access, review, correct, update, suppress, or remove Personal Information (the “Personal Information” as defined in our Privacy Policy) that has been previously provided by the Customer, the Customer may contact the Company by logging into the Customer’s account and making the appropriate changes or by emailing our customer support at support@arboxapp.com. In the Customer’s request, please make clear what Personal Information you would like to have changed or removed from the Company’s database. For the Customer’s protection, the Company may only implement requests with respect to the Personal Information associated with the particular email address that the Customer used to send the request, and the Company may need to verify the Customer identity before implementing the request.
2. Please note that the Company may need to retain certain information for recordkeeping purposes and/or to complete any transactions that the Customer began prior to requesting such a change or deletion. There may also be residual information that will remain within our databases and other records, which will not be removed.
3. If you are a customer of one of our customers and no longer wishes to be contacted by such Customer, or would wish to access, correct, amend, or delete inaccurate Personal Information held by such Customer, you must contact that Customer directly.
4. Information the Customer provide may be used by the Company for marketing purposes, including but not limited to one-off promotional e-mailing, direct mail, and sales contacts, and to let the Customer know of products and services which could be of interest to the Customer, including via Direct Mailing. The Customer may opt out of: (i) receiving electronic communications from the Company. If the Customer no longer want to receive marketing-related emails from the Company on a going-forward basis, the Customer may opt out of receiving these marketing-related emails by sending a request for list removal to support@arboxapp.com. If the Customer provides the Company with the Customer’s information to Arbox, the Customer may, at any time, opt-out. In such case, the Company may retain the Customer’s information but shall not use such information for marketing purposes; (ii) the Company sharing of the Customer’s Personal Information with unaffiliated third parties for their (or their customers’) direct marketing purposes. If the Customer would prefer that the Company do not share the Customer’s Personal Information on a going-forward basis with unaffiliated third parties for their direct marketing purposes, the Customer may opt out of this sharing by emailing support@arboxapp.com from the email that the Customer have signed up or used in the System.
5. The Company will try to comply with the Customer’s request(s) as soon as reasonably practicable. Please also note that if the Customer will opt out of receiving marketing-related emails from the Company, the Company may still send the Customer messages for administrative or other purposes directly relating to the Customer’s use of the System, and the Customer cannot opt out of receiving those messages.
6. Without derogating from the above, the Company shall keep in confidence any information it may have about the Customer, unless it is obligated to provide such information in accordance with applicable law, and/or where providing such information to a third party is required for the Company’s activity and/or for providing the services to the Customer and/or for billing the Customer.
7. The Company does its best to protect the Customer’s information and other data going through the System through the use of security methods acceptable in the industry.
8. Notwithstanding the above, although the Company takes actions to protect the information and the Customer’s data in the System, the Company shall not be liable for any leak and/or exposure of information caused by unauthorized access to the System and/or prohibited use of information provided by the Customer while using the System.

Support

1. The Company shall grant the Customer, during the term of the License, support for the use and operation of the System.
2. Customer support shall be provided Sunday through Thursday between 9 am and 6 pm (Israel time), excluding special days (holidays, national days, etc.) via email support@arboxapp.com, chat interface in the System, or WhatsApp. On weekends and holidays, support will be provided only for failed-service malfunctions only, via email.
3. The Company reserves the right, at its sole discretion, to modify support hours, support methods, and response times at any time.
4. Malfunctions and errors caused by handling of the System by the Customer and/or anyone on their behalf not in accordance with the Company’s instructions, and/or due to external factors (such as short circuit, fire, etc.) and/or resulting from additions and/or changes to the System not performed by the Company and/or with the Company’s consent and/or resulting from updates of other systems which affect the System, shall not be included in the support services under this Agreement, and the Company bears no liability to them and/or to their effects.
5. Inasmuch as a fix in the System shall require a version update of the application on the standard app stores (Apple App Store and Google Play), the Customer acknowledges that they are aware of the fact that this requires the stores’ approval, and the Company shall not be responsible for the time it takes to get such approval.

Remuneration

1. The License to use the System is granted for a License fee according to the service package chosen by the Customer.
2. VAT, as applicable, shall be added to each payment of the License fee according to law.
3. Payments for the System shall be made on a monthly or annual basis, as specified in the package selected by the Customer or in a specific agreement with the Customer.
4. Payment may be made by credit card or standing bank order.
5. Payment by credit card is available only to Customers whose monthly fee (including, in the case of annual payment, calculated on a monthly basis) does not exceed NIS 2,500 plus VAT per month. For Customers exceeding this amount, payment shall be made either by an annual bank transfer or by a recurring monthly standing bank order.
6. If the Customer uses a discount coupon, such coupon shall apply for a predefined period only, and upon the expiration of such period, the package price shall be updated to the regular price without prior notice.
7. The Company reserves the right to update its prices from time to time, subject to providing at least seven (7) days’ prior notice before the renewal date.
8. Any payment not made in a timely manner shall bear late payment interest as set by Bank Leumi Le Israel for exceeding approved credit limits.
9. Failure to pay any applicable fees when due may result in the immediate suspension or closure of access to the System, without prior notice, and may give rise to legal consequences, including the Company’s right to take legal action for the collection of outstanding amounts.
10. The Company is entitled to add new features and offer them to the Customer for additional fees.
11. Credit card clearing services may be operated by third-party companies (the “Clearing Companies”). The Customer hereby acknowledges that the full responsibility for the operation of the clearing services provided by the Clearing Companies lies solely with such Clearing Companies, that the Company does not bear any liability in connection with such clearing services and that the Customer shall have no claim or demand against the Company in respect of, or in connection with, any damage, expense or loss caused to it by the use of the Clearing Companies’ services or products. Such clearing services are provided pursuant to the terms and conditions of the agreement between the Customer and the relevant Clearing Company. Support for such clearing services is provided by the Clearing Companies and under their sole liability, and the Company shall have no responsibility or liability to the Customer in connection therewith.
12. Invoicing and Accounting Documents Issued by the Company.
    1. The System includes a module that enables the Customer to issue invoices, receipts, credit notes and other accounting documents (collectively, the “Accounting Documents”), in accordance with the requirements of the Israel Tax Authority and applicable law, whether through the System's built-in functionality or through a third-party integration. Where Accounting Documents are issued through the System’s built-in functionality, they are issued by the Company on the Customer’s behalf, as a technical service provider, and reflect transactions between the Customer and the End Users or other third parties. The Company is not a party to such underlying transactions.
    2. The Customer is, and shall remain at all times, the sole supplier of the products, services, classes, sessions, programs or other offerings reflected in the Accounting Documents. The Company does not sell, supply, market or otherwise stand behind any such products or services, and any claim, demand, refund request, dispute, regulatory matter or other liability in connection with such products or services (including, without limitation, any consumer claim, advertising claim or tax assessment relating thereto) is and shall remain the sole responsibility of the Customer. The Customer shall make this clear to its End Users and shall handle all such matters directly with them.
    3. The Customer is solely responsible for the accuracy, completeness, lawfulness and timeliness of all data entered into, generated by or transmitted through the invoicing module, including, without limitation, the identity and details of the recipient, descriptions of the goods or services, amounts, VAT rates, currencies, dates, and any other particulars required by applicable law. The Customer shall verify each Accounting Document prior to its issuance and shall be responsible for the issuance, sequence, retention, reporting and archiving of such documents in accordance with applicable law.
    4. The Customer represents and warrants that it holds all licenses, registrations, authorizations and approvals required from any competent authority (including the Israel Tax Authority) in order to issue Accounting Documents and to conduct its business, and that it complies with all applicable tax, accounting, reporting and record-retention obligations. The Company is not the Customer’s accountant, tax advisor or legal advisor, and nothing in the System or in the Accounting Documents issued therethrough shall be construed as accounting, tax or legal advice. The Customer is advised to consult its own accountant and legal advisor.
    5. The invoicing module is provided on an “as is” and “as available” basis. The Company shall make commercially reasonable efforts to operate the module in accordance with applicable law and the requirements of the Israel Tax Authority (including, where applicable, integration with the Israel Tax Authority’s allocation-number system) but does not warrant uninterrupted, error-free or continuously available operation, nor that any specific Accounting Document, format, sequence, transmission or report will be accepted by the Israel Tax Authority or any other authority. In the event of any failure, delay, rejection, outage or other malfunction of the invoicing module or of any system, interface or service on which it relies (including any system of the Israel Tax Authority or any third-party provider), the Customer shall be responsible for issuing the Accounting Documents through alternative means in accordance with applicable law. The Company’s aggregate liability in connection with the invoicing module shall in any event be subject to the Liability Limit set forth below.
    6. The Customer shall indemnify and hold the Company harmless from and against any claim, demand, fine, penalty, tax assessment, interest, surcharge or other liability arising out of or in connection with (i) the content, accuracy, completeness or lawfulness of any Accounting Document or any underlying transaction; (ii) any tax, accounting, reporting or record-retention obligation of the Customer; (iii) any claim by any End User or any third party in connection with any product or service sold or supplied by the Customer; and (iv) any breach by the Customer of any representation, warranty or undertaking set forth in this Section.

Term of this Agreement

1. This Agreement is agreed for an indefinite period starting upon Customer’s signup to the System, provided, however, that each party may terminate this Agreement at any time, at its sole discretion and with no need for explanations, by giving prior notice to the other party as follows:
   1. When the terminating party is the Company, 60 days in advance.
   2. When the terminating party is the Customer, the following shall apply:
      
      (a) Monthly-Payment Program – Termination notice may be delivered at any time. It is being clarified that when delivered, the payment for the following 30 days will be charged immediately, and the System will be closed after the 30 days automatically. Provided however, that if Customer’s termination notice should be received by the Company within 7 days as of the Agreement’s initial date, the monthly payment charged by the Company for the first month shall be refunded to Customer;
      
      (b) Semi-Annual/Annual/Multi-Annual Programs – May be terminated within 7 days of the payment, in which case Customer shall be refunded for the fees charged by the Company for the upcoming applicable Agreement’s term. The fees will not be refunded to the Customer if a termination notice is received by the Company following the 7th day of the applicable Agreement’s term.
2. Renewal of semi-annual, annual, or multi-year packages will be carried out automatically using the same payment method used for the original transaction. If the Customer does not wish to renew the package, the Customer must notify the Company in advance and no later than 7 days after the renewal and charge date. If such notice is provided more than 7 days after the renewal and charge date, no refund will be issued for the renewed period.
3. Upon termination of this Agreement, should the Customer require the retrieval of its data (all or part) from the Company, the following provisions shall apply:
   1. Data that may be retrieved by the Customer from the software directly will be transferred with no charge to the Customer.
   2. Data that may be retrieved by the Company from its systems manually only will be transferred at US$600 charge to the Customer.
   3. Data about credit card (or any other payment method) transactions and details shall be retrieved and transferred in accordance with the policies of the payment processing companies. It is being understood that the payment processing companies may prescribe conditions to the release of data, including payment of fees, which shall be charged to the Customer as a condition for the transfer of its data.
4. The parties agree that the notice terms stated above constitute a sufficient and fair notice for terminating this Agreement, without any party having any claims against the other party for the notice period or for the termination of the Agreement
5. Without derogating from any right granted to any party with regard to the breach of this Agreement or any part thereof, or according to law, the non-breaching party may terminate this Agreement immediately without prior notice, if any of the following occurs: (a) the other party (the “Breaching Party”) has breached or has failed to fulfill any of the terms of this Agreement or his undertakings hereunder, and has failed to remedy such breach within 7 days of the date they were demanded to do so by the other party; (b) the Breaching Party has gone bankrupt or has been issued a receivership order or a temporary or permanent receivership order or if he has proposed a creditors arrangement with his creditors or if a stay of proceedings order has been issued against him or if it ceases to pay his debts or if a material part of his property is foreclosed upon, provided that such foreclosing order is not removed within 30 days from the day on which it was imposed (the 30 day limit is for the foreclosing order only, for all other events the agreement will be terminated immediately); (c) the Breaching Party or any of its managers or shareholders shall be convicted of a criminal offense involving moral turpitude; (d) the Breaching Party acted unreliably or disloyally, or dishonestly, towards the injured party; (e) the Customer has committed, or has permitted or facilitated, any breach of the provisions of the section titled “Prohibited Use; Unauthorized Access” above, in which case the Company may terminate this Agreement immediately, without notice and without any right of refund, and without derogating from any other right or remedy available to the Company.

Limitation of Liability

1. The Company shall provide the System and its ancillary documents to the Customer “as-is”. The Company does not undertake that the System works smoothly and with no interruptions, nor does it undertake that the System does not contain errors, bugs or inaccuracies. The Company shall not be liable to the Customer, and the Customer hereby waives the Company from any liability, express or implied, regarding the System and/or use thereof and/or the results of such use and/or of the inability to use the System, including any liability relating to fitness to a particular purpose, and damaged deriving and/or which might derive from any failure, delay or omission having to do with the System.
2. The Company shall not bear responsibility and shall not be liable for any direct and/or indirect and/or additional and/or special and/or consequential and/or any other sort of damages resulting from the development of the System, use of the System, System performance and/or the inability to use the System, including but without limitation, damages for lost profits, disturbance to business, loss of business data, wrong or lost data, even if the Company was aware and/or was supposed to be aware of the possibility of such damages. The risk for use of the System lies solely with the Customer.
3. The Company’s total liability relating to this Agreement shall be limited to the total accumulating sum paid by the Customer to the Company for the License to use the System in the 3 (three) months preceding the claim against the Company ( “the Liability Limit”). To remove doubt, it is hereby clarified that the Liability Limits relate to any and all fiscal remedies to which the Customer may be entitled from the Company, and constitute the final and inclusive limit of liability.
4. The Liability Limit shall apply even if this remedy fails to compensate the Customer for the total damages caused to the Customer, or if it does not fulfil its main purpose, and even if the Company knew, or should have known, of the possibility of damage.
5. To remove doubt, it is hereby clarified that the Company shall not be liable for the System and/or any part and/or component of the System, and/or for any other service provided to the Customer by any third party and/or which has been changed or interfered with following the System’s installment and/or which were combined with products, processes or other material. The Company shall not be liable for any kind of damages caused by the use of the System in any of the circumstances described above, nor for any Customer Content or for any product, service, program, class, session, advice, offering or transaction of the Customer or any End User, all of which shall remain the sole responsibility of the Customer.

Unauthorized Use

1. The Customer is liable for any use of the System, including use that wasn’t authorized by it.
2. The Customer is liable for any inappropriate use of the System by the Customer or any of its employees.
3. If the Company finds any inappropriate use of the System by any Customer, the Company may suspend use of the System for such Customer until such time as this matter is resolved.

Data Retention

1. The Company will retain the Customer’s Personal Information for as long as needed to provide the applicable services used by the Customer, unless a longer retention period is required or permitted by law.

Intellectual Property Rights

1. All rights in the System, including its content, belong to the Company and/or to third parties who gave license to the Company to use their material. The System contains material and content protected by copyrights, patents, trademarks, and other intellectual property rights, according to Israeli law and international treaties to which Israel is a party.
2. The Customer declares that they are aware that the System and all rights in the System, including copyrights and other intellectual property rights, with all of its versions existing today and which shall exist from time to time, especially new and/or upgraded versions of the System, and all copies thereof, and any and all material and content attached and/or which shall be attached to it, is and shall remain the sole property of the Company.
3. The License granted by this Agreement allows the Customer the right to use the System in accordance with the terms of this Agreement, which does not constitute a sale of the System and/or its source code and/or any component thereof.
4. The Customer and/or anyone else cannot copy and/or publish and/or broadcast and/or duplicate and/or rent and/or lease and/or lend and/or give and/or change and/or trade and/or insert changes and/or sell and/or distribute and/or create derivatives of the System and/or any part thereof. The Customer undertakes not to infringe the rights of the Company and/or of any third party, and not to breach the terms of use of the System.

Miscellaneous

1. Any waiver by either party of a right such party has according to this Agreement or according to law in any case, shall not be deemed a waiver of this right in another event. No waiver shall be valid under this Agreement unless done in writing and signed by the waiving party.
2. This Agreement constitutes and contains all terms agreed upon between the parties regarding the subject matter of this Agreement. Any promises, guarantees, contracts, whether written or oral, undertakings or representations, estimations and suppositions regarding this Agreement, which were given or done by the parties before signing this Agreement, and which are not explicitly included herewith, shall not add to the obligations and rights set forth in this Agreement, nor subtract from them or change them, and they shall not be binding upon the parties.
3. This Agreement shall be governed by the laws of the State of Israel, and the sole jurisdiction of any issue relating to or deriving from this Agreement shall vest with the competent courts in Tel Aviv, Israel, and not with any other court or judicial authority.
4. The parties’ addresses for purposes of this Agreement are as detailed in the preamble to this Agreement, or any other address or facsimile number of which either party gave written notice to the other party at least 15 days in advance. Messages according to this Agreement shall be written, and shall be sent to the parties via registered mail or facsimile or delivered by hand with emailed copies; Any message sent by registered mail shall be deemed received within 3 days of its dispatch; Any message sent by facsimile on a business day, shall be deemed received upon receipt of sent confirmation, and if sent not on a business day, it shall be deemed received on the first business day following such receipt of sent confirmation; Messages delivered by hand shall be deemed received upon delivery thereof. Any material legal notice to the Company shall also be sent to Adv. Idan Aviv, NASCHITZ BRANDES AMIR LAW FIRM, Tuval St. 5, Tel Aviv-Yafo, 6789717, ISRAEL.