IMPORTANT: BY ACCESSING AND/OR USING THE WEBSITE (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT ACCESS OR USE THE WEBSITE.
1.Acceptance of Terms
We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on the Website. You should check our Website periodically and review changes to the Terms at the following URL: [https://www.cellwize.com/terms-of-use/]. By continuing to use the Website following such modifications, you agree to be bound by such modifications. If you are not comfortable with all of the provisions of these Terms, please do not use the Website.
Subject to the terms and conditions set forth herein, Cellwize hereby grants to you, and you accept, a personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited license to access and make non-commercial use of the Website only according to the terms of these Terms. The license shall be granted until terminated in accordance with the terms hereof.
These Terms and the foregoing license do not include any right to use any Cellwize service or solution, all of which are subject to entering into a separate license or services agreement with Cellwize.
3.Limitations on Use
Except as specifically permitted herein, you agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share any of your rights under these Terms with or to any third party; (ii) transfer, distribute, scrap, copy all or any part of the Website and/or the Cellwize IPR (as defined below); (iii) refer to the Website by use of framing; (iv) make use of the Website in any jurisdiction where same are illegal or which would subject Cellwize to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use the Website for any illegal, harmful or offensive use; (vi) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (vii) access the Website through or use with the Website any unauthorized means, services or tools including without limitation any data mining, robots, or any other automated means or data gathering and extraction tools, including without limitation in order to extract for re-utilization of any parts of this Website; (viii) perform any act that destabilizes, interrupts or encumbers the Website or its servers or use automatic means, robots or crawlers, that enable sending more request messages to the servers of the Website, in a given period of time, than a human can reasonably send in that time period by using the Website; (ix) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Website and/or any other software available on the Website or create derivative works thereof; or (x) penetrate or circumvent or attempt to penetrate or circumvent any technical restrictions or limitations included in the Website or its servers. You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Website.
4.Ownership of Proprietary Rights
The Website, including without limitation any underlying data, software, platforms, algorithms, technology, design, UI, any information, services, texts, files, charts, graphs, photos, videos, sound, music, organization, structure, “look and feel” and features and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto (“Cellwize IPR“) are the exclusive property of Cellwize and/or its licensors who retain all right, title and interest in connection therewith.
No transfer or grant of any rights by Cellwize is made or is to be implied by any provision of these Terms or by any other provision contained in the Website with respect to the Cellwize IPR or otherwise, except for the limited license set forth in Section 2 above.
“Intellectual Property Rights” means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography, including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress, the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
YOU AGREE THAT YOUR USE OF THE WEBSITE AND/OR THE CELLWIZE IPR SHALL BE AT YOUR OWN RISK. THE WEBSITE, INCLUDING WITHOUT LIMITATION CELLWIZE IPR ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CELLWIZE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND COMPLIANCE WITH REGULATORY REQUIREMENTS.
CELLWIZE DOES NOT WARRANT THAT THE CELLWIZE IPR AND/OR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CELLWIZE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CELLWIZE IPR OR WEBSITE INCLUDING WITHOUT LIMITATION THEIR CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, AVAILABILITY OR OTHERWISE. WITHOUT DEROGATING FROM THE FOREGOING, THE INFORMATION PROVIDED THROUGH THE WEBSITE MAY BE PARTIAL, OUTDATED, INACCURATE AND SUBJECT TO CHANGE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY OR ADVISABLE TO PROTECT YOURSELF AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE WEBSITE AND/OR ANY OF THE CELLWIZE IPR.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
7.Limitation of Liability
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL CELLWIZE BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE WEBSITE OR CELLWIZE IPR, OR RELIANCE THEREON OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY CELLWIZE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold Cellwize and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licensors and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys’ fees, expert fees’ and other costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) your use of the Website; and/or (ii) any breach of these Terms.
9.Third Party Content
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Website and/or Cellwize IPR immediately (including without limitation the license set forth in Section 2 above), at our sole discretion without notice. Upon termination you shall immediately cease using the Website and the following Sections shall survive: 1,3-11.
(i) These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel Aviv-Jaffa, Israel. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) notwithstanding the foregoing, in the event of breach or threatened breach of any provision of these Terms by you, Cellwize could suffer significant and irreparable harm that could not be satisfactorily compensated in monetary terms, and that the remedies at law available to Cellwize may otherwise be inadequate and Cellwize shall be entitled, in addition to any other remedies to which it may be entitled to under law or in equity, to the immediate ex parte issuance, without bond, of an equitable relief, including without limitation an injunctive relief, in any jurisdiction worldwide. You hereby acknowledge and agree that Cellwize shall not be required to post bond as a condition to obtaining or exercising any such remedies, and you hereby waive any such requirement or condition; (iii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iv) you acknowledge and agree that Cellwize has the right, at any time and for any reason, to redesign or modify the Cellwize IPR and other elements of the Website or any part thereof; (v) these Terms are the entire agreement between you and Cellwize regarding the subject matter herein; (vi) Cellwize may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Cellwize. Any unauthorized assignment will be void and of no force or effect; (vii) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and Cellwize any rights, remedies or other benefits under or by reason of these Terms; (viii) Cellwize’s failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Cellwize as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (ix) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (x) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN RESPECT THEREOF.
If you have any further questions or require further clarification, please contact us by sending an e-mail to: firstname.lastname@example.org.
Last updated: June 4, 2020