IMPORTANT READ CAREFULLY:
The LA is a legal agreement between you (either an individual or a single entity, “You”) and Exai Web Solutions ltd. (“We” or “Company”) regarding the use of the software and services, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (“Software Products”). It will govern the use of the Software & Services as well as any new features that will be added to them including the release of new products, unless otherwise specified.
By registering, log in, copying, or otherwise using the company’s Software & Services, you acknowledge that you have read this LA, that you understand it, and that you accept and agree to be bound by its terms and you are authorized to bind you by them. If you do not agree to the terms of this LA, do not use the Software & Services and/or the Software Products.
ATTENTION: THIS IS A LICENSE, NOT A SALE. THIS PRODUCT IS PROVIDED UNDER THE FOLLOWING LICENSE WHICH DEFINES WHAT YOU MAY DO WITH THE PRODUCT AND CONTAINS LIMITATIONS ON WARRANTIES AND/OR REMEDIES. THIS LICENSE IS GRANTED BY COMPANY
LA by new registering to the service;
1.2. A reference to ‘he’ in the LA will apply to all genders.
1.4. Subject to the compliance with the provisions of this Agreement, we hereby grant you, for the term of this LA, a non-exclusive license to use our platform to build your website all in accordance with the provisions of this Agreement.
1.5. The website shall be installed and hosted exclusively on our servers all in accordance with our instructions and policies, including but not limited to anti-spam, and privacy policies, as shall be in effect from time to time. The license is limited for the use of the Software & Services and/or the Software Products and/or any part or element thereof (including but not limited to any graphics, photos, skin or design) only within the Company’s websites under this LA. Any other use is prohibited
2. Representations and Warranties
2.1. You hereby represents and warrants that:
2.1.1. You and your customers are legally competent to enter a binding contract and not barred from receiving for any reason. Your profile may be deleted and your license may be terminated without warning, if we believe that you are less than 13 years of age.
2.1.2. All statements you and or your customers made or data you gave in connection to the registration, use or maintenance of the software, including payment means and credit card information are complete and accurate and you are eligible to youse them and you will maintain and update the registration data so that your above declaration shall remain true and complete at all time.
2.1.3. The websites content (as defined below) will not infringe upon or otherwise violate or conflict with the rights of any third party or third party’s registration, trademark or trade name
2.1.4. The websites are not built for an unlawful purpose and will not be used in violation of any applicable laws or regulations.
2.2. You are responsible for the content of the website (as defined below) and for providing viewers of the Website with any required disclosure or explanation of the various features of the Website and any goods or services described therein, as well as any rules, terms or conditions of use.
2.3. You acknowledge that the Software & Services are provided "as is" and with all faults. We make no representations or warranties of any kind whatsoever, express or implied, in connection with this LA or the Software & services, including but not limited to warranties of merchantability or fitness for a particular purpose, unless such representations and warranties are not legally excludable. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of our e-mail forwarding or other email service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. No advice or information, whether oral or written, obtained from us shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
3. Your Responsibilities
3.1. You undertake that you will not, and will not allow any third party to: (a) modify, port, translate, localize or create derivative works of the Software (b) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying interface techniques or algorithms of the Software by any means whatsoever, or disclose any of the foregoing; (c) encumber or suffer to exist any lien or security interest on the Software; or (d) take any action that would cause the Software's code or products to be placed in the public domain or on any server not designated for by us.
3.2. If you provide services to your customers using the Software, it shall be on terms and conditions that shall hold us harmless from and against any and all claims of such customers. You shall use your best efforts to protect all Confidential Information, IP Rights (as such terms are defined below) and other proprietary rights related to us and the Software. You shall notify us of any breach of obligation and will cooperate with us in any legal action to prevent or stop unauthorized use, reproduction or distribution of the Software and/or the Services.
3.3. You shall not to import, market, distribute, sell, install, maintain and supply the Software and the Services and exercise all measures in order to prevent any infringement of any copyright or other intellectual property rights, including in connection with any content or design of the Website.
3.4. You acknowledge that damages may not be a sufficient remedy for us in the event of breach of the LA, and that in certain circumstances we may petition the competent courts for an injunction in order to protect its rights with respect to the Services.
4. Working with the Software
4.1. The first time you register for the Software, you will be asked to select a user name and password. That user name and password are the means through which you can access to certain of the Services. Please keep them from any unauthorized use. You may never use someone else's account without permission. In no event will we be liable for the unauthorized use or misuse of the user name or password. Where an entity signs up to use the Software & Services using your username and Password, that entity is granted control and manages the account thereafter.
4.1.1. You are responsible for maintaining the security of your account and content, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the website. You agree to immediately notify us in writing of any unauthorized uses of your account or any other breaches of security. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
4.2. During the term of this LA, you will be able to build and maintain one websites using the Software. Be advised that the Software is best suited for websites sized up to 150MB and 5GB monthly bandwidth. You undertake not use storage space in excess of the storage limits established for the Services as decided by us. If you will use bandwidth and/or storage space in excess, we may, without limiting our other rights or remedies, limit your usage or be charged additional hosting fees.
4.3. In order to enable the Software to operate properly you have to meet the minimum hardware and software requirements as detailed on our website and as may change from time to time according to the system upgrades.
4.4. New built Websites will be considered temporary sites until they are defined as active and due for payment. A website can not be temporary for more than 10 days from the time it was built. At the end of this period you must decide whether you want to activate the website or close it. Until the end of each payment term you should define within the system if you want to continue to define the website as active and for which term. If the website will not be indicated as “Active” it will be closed and you and viewers will be denied access to it.
4.5. Our system may include security components that permit digital material to be protected. You shall not attempt to override or circumvent any of such security components.
4.6. You undertake not to copy the websites’ HTML code or transfer it to servers other than those we dedicated for that purpose.
4.7. All information, data, text, messages, links, music sound, photographs, graphics, video, messages or other materials ("Content"), loaded to uploaded, posted or transmitted to or made available in the Website, are at your sole and full responsibility
4.7.1. You are responsible to make sure that the Content and all aspects of the Websites are compatible with the hardware and software used to provide the hosting services, as the same may be change by us from time to time. We shall not be responsible for any damages to the Content, the Website or other damages or any malfunctions or service interruptions caused by any failure of the Content or any aspect of the Website to be compatible with the hardware and software used.
4.7.2. You are responsible for supplementing, modifying and updating the Website. We are not obligated to give websites building services or any derivative services, including without limitation collection of the graphic design and Content, designing of the Website, instructing and training as to how to operate it etc.
4.7.3. We backup the system as a whole periodically. However you are entirely responsible of backing up and saving the Content and we have no responsibility whatsoever to the uploading, saving, backing or lack thereof of the Content on certain Website.
4.8. Upon establishing the Website, you shall be granted a sub-domain name. The ownership of the sub-domain name belongs to us, however you are granted a limited, nontransferable, exclusive license to use such sub-domain name for the purpose of marketing, publishing and promoting the Website. All conditions and limitations as for this LA shall apply to the license of the sub-domain name and once your license is terminated, the license to use the sub domain name shall be terminated as well
5.1. You hereby grant us a non-exclusive, royalty-free, worldwide right and license during the term of the LA to do the following to the extent necessary in the performance of Services: (a) make any action regarding the Content; and (b) make archival or back-up copies of the Content and the Website.
5.2. Under no circumstances we will be liable for any Content or for any loss or damage to the Content or that is incurred as a result of the use of any Content made available via the Services
5.3. You may not do any of the following (“Restrictions”):
5.3.1. Include in the website content that is unlawful, harmful, offensive or otherwise in violation of the LA, or that is inaccurate or includes unauthorized disclosure or personal information.
5.3.2. Post or store on the Website any content that violates or infringes anyone's intellectual property rights or that may be considered obscene, harm minors in any way, includes child pornography, defamatory, racist, libelous, excessively violent, harassing, defamatory, pornographic, immoral, or fraudulent, or illegal or otherwise objectionable
5.3.3. Use the Services in any way for uploading, posting, emailing transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional material, junk mail, chain letters, spam or any other form of solicitation except as specifically authorized by the Software documentation and under the limitations of the Software
5.3.4. Use the Website as a pseudonymous return email address for any communications that you transmit from another location or through another service; and you may not pretend to be someone else when using the Services
5.3.5. Upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
5.3.6. Use the Services for any unlawful activities not otherwise covered above. Additionally, you shall not use the Services to: (i) intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law; (ii) impersonate any person or entity, including, but not limited to, a Company official, or falsely state or otherwise misrepresent its affiliation with a person or entity; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop hidden pages or images; (iv) upload, post or otherwise transmit any Content that does not have a right to transmit to the public under any law or under contractual or fiduciary relationships
5.4. If we become aware that you violate these Restrictions according to our sole discretion we reserve the right to edit or remove content and/or to close the website that we may also terminate or suspend your access abilities to the Website or license. These Restrictions apply to all content provided to or through the Services, including email messages, newsgroup postings, chat, and personal or business web pages
5.5. We do not pre-screen content, however, we and our designees have the right (but not the obligation) in our sole discretion to block or restrict access to or the availability of, or to disable, any content that is available via the Services. Without limiting the foregoing, we and our designees may disable, restrict access to or the availability of, any content that violates the LA or is otherwise objectionable. You shall evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content
5.6. You acknowledge that we may access, preserve and disclose your Website and license information and Content if required to do so under any applicable law or if it believes such discloser is necessary to enforce the LA and/or respond to claims that the Content violates the rights of a third party and/or to protect our rights, property or safety, our licensees and the public
5.7. Unless otherwise explicitly stated, herein, any Content provided by you in connection with the Website shall be deemed to be provided on a nonproprietary and non-confidential basis. You are responsible for the Content that is submitted, and shall have full responsibility for the Content, including its legality, reliability, appropriateness, originality and copyright.
6.1. "Images" shall mean animations, clipart, composites, digital footage, digital video, film footage, fonts, graphics, illustrations, images, motion sequences, photographs or any other visual representation regardless of whether the Image(s) that are obtained from our system together with all accompanying metadata and other material.
6.2. The Images may be copyrighted and protected under the various laws. The Images supplied shall remain our sole and exclusive property or its licensors. Use of the Images is licensed, not sold, pursuant to the terms of this Agreement. Use of the Images without agreeing to this LA or in breach of its terms is copyright infringement
6.3. Use of the Images and/or any derivative work using them shall be done only within the Websites on the dedicated server.
6.4. You undertake not to:
6.4.1. Sublicense, distribute, transfer or assign the Images or rights to the Images
6.4.2. Reverse engineer, decompile, translate, or disassemble any part of the Images
6.4.3. Use the Images Copy or reproduce them apart from the use of Software and within our Website
6.4.4. Use the Images in any downloadable format intended for multiple distribution including, without limitation, templates, website templates, software products, e-greetings, etc
6.4.5. Remove any copyright, trademark or watermark from any place where it appears on the Images; or Use the Images, or any part of the Images, as part of a trademark, service mark, or logo. We or our licensors retain the full rights to the Images, and therefore you cannot establish your own rights.
6.4.6. Use the Images to compete with us in the business of licensing images to customers
6.4.7. Use the Images in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise
6.4.8. Use the Images beyond any limitations or restrictions set forth in this LA
6.5. We reserve the right to forbid use of any Images for any reason whatsoever and/or notify that certain Images are no longer available for use. Upon such notification, the license to use them shall automatically and immediately be terminated
6.6. We reserve the right to replace Images with an alternative Image for any reason. Upon notice of such replacement, the license for the replaced Images immediately, and automatically, terminates for any use of the Images that does not already exist, and this LA shall automatically apply to any replacement Images. You agrees not to use any replaced Images with future products or services and you shall take all reasonable steps to discontinue use of the replaced Images in existing
6.7. You agree that upon termination of the license to use any Images granted under this LA, you will destroy all copies and archives of the Images and to cease using them for any purpose
6.8. You are responsible that if your use of any Images requires the consent of any other party or the license of any additional rights you will obtain them. If you are unsure whether additional rights are needed for use of the Images, you are responsible to consult with competent legal counsel; and If you are acting as an agent, you must inform your client/principal of the terms of this LA
6.9. All provisions of this agreement will including sec. 5 above apply also to the use of Images
7. Intellectual property rights
7.1. You acknowledge and agree that (a) We retain and shall exclusively own all title and rights in connection with the Software, the Services, our Trademarks (“Trademarks”) and all documentation, related thereto including without limitation all intellectual property rights, patents, know-how, trade secrets, copyright and other proprietary rights, both registered and unregistered, owned and/or otherwise used by us and all goodwill related thereto and all modifications and improvements thereto and derivative works thereof, regardless of whether you, your employees, contractors or others on your behalf may have contributed to the conception of such work, joined in the effort of its development, or paid us for the use of the Software, (collectively the “IP Rights”); (b) the IP Rights may not be exploited, reproduced or used by you except as expressly permitted in this Agreement; and (c) you shall not have or acquire any right, title or interest in or otherwise become entitled to any IP Rights, including without limitation by taking delivery of, making payment for, distributing and/or selling or otherwise using or transferring the software and/or the Services and/or performing its obligations under this LA.
7.2. Notwithstanding the use of the terms “purchase” or “sale” or other similar terms in this LA in connection with the Software, such Software is not, in any manner whatsoever, being purchased or sold, and said terms have been used solely for convenience and in order to reflect current business language
7.3. You will not to take any action inconsistent with such ownership and further agrees not to adopt, use or attempt to register any trademarks, service marks or trade names that are confusingly similar to the Trademarks or in such a way as to create combination marks with the Trademarks.
7.4. You, your employees and/or or others on its behalf shall not remove or alter any Trademarks or other identifying marks appearing on the Software unless it is an option offered by the Software.
8.1. You will be granted with access to our web-based customer support system, for the purpose of logging service requests online.
9. Consideration and Payment Terms
9.1. As consideration for the License & Services granted, you agree to pay for the Website (for the period starting from the date it is defined active), the then current fees for the next month or a longer period indicated in your selected package that was offered by us. Prices for the package will not change for the period already paid for.
9.2. All fees are non-refundable, in whole or in part, even if a website becomes inactive, suspended or cancelled prior to the end of its then current registration term. By accepting this LA you fully understand and undertake to notify your customers if relevant that once license fee payment is made you will have no recourse for receiving a refund of any part of the fees. It should be clarified that each payment is done per specific website and there will be no transfer of payment or offset of payments between different websites.
9.3. At our option, we may require that you will pay fees through a particular payment means (such as by credit card or by wire transfer) or that you change from one payment provider to another. We reserve the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at our sole discretion. You authorize us directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information that you provided while signing up for such Services
9.4. The prices set forth are net of any taxes (other than taxes on our income), levies, charges or fees, which shall be borne by you and no deduction of any kind, shall be made from the amounts invoiced by us.
9.5. In case you choose to charge your customers through our billing system all amounts actually paid by your customers to us after deduction of the fees due to us will be accumulated in your favor and will be indicated in your balance. All amounts in your balance are valid for withdrawal within 45 days from the end of the calendar month on which they were actually paid to us. Any withdrawal will be charged with 5% clearing fee and the then current wire costs. It is clarified that payment will be made only for actual payments and in any case of a chargeback or cancelation of customer’s payment for any reason whatsoever you will repay us the amounts paid to you with regard thereof, we will be entitled to setoff these amounts from any amount owed to you and in case there is not enough amounts in your balance for such setoff to charge your credit card using the information you provided us with.
9.6. Without derogating from any other remedy available to us hereunder or under any law, with respect to any payment not paid on the due payment date to us and/or our distributors and did not remedy it within 15 days from receiving notice, we reserve the right to immediately suspend or terminate the license, at full or in parts, all at our sole discretion and without any liability to you. In the event of a charge back by a credit card company (or similar action by another payment provider allowed by us) or other non-payment by you in connection with your payment of fees for the website, you acknowledge and agree that the website shall be either a) closed, or b) cancelled and deleted and that we reserve all rights regarding such domain name.
9.7. Company may offer additional services on its website from time to time (“Additional Services”, e.g. custom-design, SEO/SEM services, Professional Custom design, Link Exchange, Unique Text, etc), Those Additional Services will be charged according to the then-current fees, as will be advertised on Company website, or sent to you, per your request.
10. Term and Termination
10.1. This Agreement shall terminate at the end of the pre-paid payment period unless renewed for additional term.
10.2. Without derogating from any right or remedy under law, we may terminate this LA at any time upon (i) ninety (90) days prior written notice (ii) fifteen (15) days prior written notice if you are in breach of its obligations hereunder and fails to cure such breach within fifteen (15) days following receipt of written notice of such breach. Notwithstanding anything else to the contrary, a breach by you of sections 7 (Intellectual Property) or any payment obligations will entitle us to terminate this LA immediately.
10.3. Your undertakings pursuant to sections 3, 5. 6, 7, 9. 11 shall survive the termination of this LA
10.4. It is clarified that you shall have no right to any compensation for any loss and/or damage arising as a result of the expiration or termination of this LA, howsoever arising.
10.5. Upon termination, for any reason whatsoever, you shall cease any use of the Software and the license shall terminate. In that case you will no longer have access to any content you may created, posted, maintained or stored on the Website. We are under no obligation to maintain any such Content.
11. General terms
11.1. Assignment - This Agreement and any of the rights and/or obligations granted hereunder may not be assigned or transferred by you. Any attempted assignment in violation of this provision shall be null and void.
11.2. Waiver - A waiver us of any term or condition of this Agreement whether expressed or implied, in any one instance, or if we fail to enforce any term or condition hereof shall not be construed as a waiver of any other terms or a waiver of future enforcement of that or any other term or condition.
11.3. Limited warranty - We makes no warranty with respect to any third party “off the shelf” software from any third party supplier which may be included with or incorporated in the Software or with respect to any external code and/or script, gadget widget etc. which may be included with or incorporated in the Software. We shall not be liable under this warranty and will have no obligation with respect thereto if the alleged defect was caused by any misuse or abuse, or unauthorized attempts to repair, or unauthorized service, or use of the software not in accordance with the documentation or other instructions supplied by us to you, or improper installation, or by accident, fault, or negligence, fire, lightening or other hazard or any causes external thereto. In addition, we do not warrant that the operation of the software shall be error-free or that the software and/or the services will meet your requirements, or requirements of others. Except as expressly provided above, the parties hereby expressly disclaim any and all warranties of any kind or nature, whether express or implied relating to the software and/or the services, including without limitation any warranties of non-infringement, suitability, merchantability and/or fitness for a particular purpose. Notwithstanding anything to the contrary herein, in no event and under no circumstances shall we be liable towards you or your customers, and the warranty is not and shall not be construed as a contract or undertaking to the benefit of third parties, including without limitation, to the benefit of your customers. The remedies stated in this section constitute our sole and exclusive obligations and liability for breach of the warranty.
11.4. limitation of liability - in no event shall we, and/ or our affiliates, resellers and/or distributors be liable to you or to any third party for special, incidental or consequential damages or for any indirect damages such as, but not limited to, damages resulting from equipment downtime or loss of data, substitutions, lost profits or revenue or exemplary or punitive damages arising out of any claim, whether or not foreseeable, and even if we have been advised of the possibility of such damage. In no event will the cumulative liability of Company and or our affiliates, resellers and/or distributors in connection with this agreement or the software and/or the services, from all causes of action of any kind, including without limitation tort, contract, negligence, strict liability and breach of warranty, exceed the lesser of the amounts actually received by us from you during the three (3) months preceding the claim for the websites which are the subject matter of the claim. This LA is made also to the benefit of all entities mentioned in this section above.
11.5. indemnity - you will indemnify us from and against any cost, liability and expense (including reasonable counsel fees) sustained by it in connection with any claim, suit or proceeding brought by any third party relating to: (i) the non-fulfillment of any agreement, covenant or your obligations in connection with this Agreement; (ii) any breach of any warranty or representations made by you hereunder; (iii) performance or non-performance of your obligations under this LA; (iv) any infringement that arises out of, results from or relates to any modification, combination, enhancement or your misuse of the Software.
11.7. Governing law and forum - This Agreement shall be governed by and construed solely under the laws of the Israel, without reference to conflict of laws principles.
11.8. Entire agreement This Agreement expresses the complete and final understanding with respect to the subject matter hereof and may not be changed in any way except by an instrument in writing signed by both Parties, expressly indicating the parties’ intent to modify or change the terms hereof. If any provision of this LA is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this LA shall otherwise remain in full force and effect and enforceable.
11.9. Notices - All notices given by one party to the other will be given in writing and will be deemed to have been delivered to the addressee: (i) immediately upon delivery if delivered by hand; (ii) two (2) business days after deposit with a reputable commercial overnight carrier; or (iii) upon five (5) business days after being sent by registered or certified mail, postage prepaid. All notices and communications shall be sent to the addresses indicated in the preamble above or to such other address as a Party may thereafter give notice, in writing, to the other Party of this Agreement.
12. Company Contact Information
To get in touch with our Customer Service – please send an email message to: email@example.com