WillYou.net – Terms of Service

In short…

The following key points of these Terms of Service are provided for your convenience only. They do not substitute the full Terms which are presented below.

·       The Service. WillYou.net is an independent online platform that allows individuals to browse rings and diamonds and access information about jewelers in their area who may offer rings and diamonds for purchase.

·       Age Restriction. You must be 18 years of age or older in order to use this Service.

·       Privacy. We respect your privacy as further explained in our Privacy Policy.

·       Fees. We offer our Service at no cost to you when you visit WillYou.net and browse for rings and diamonds.

·       Prohibited Use. You may not use the Service in any manner that violates applicable law or these Terms of Service.

·       Intellectual Property. All legal rights in the Service, including all intellectual property rights, belong to WillYou.net or its licensors. You must maintain in confidence information you are exposed to through your use of the Service relating to its operation, functionality, features, designs and business practices.

·       Data. You are solely and exclusively responsible for all actions you take in response to the Data that the Service makes available to you. You are also responsible for securing all valid consents, notifications and permissions in order to allow us to lawfully process the Data in the manners and for the purposes set forth in these Terms.

·       Disclaimer of Warranty; Limitation of Liability. The Service is provided for use “as is”. We disclaim all warranties and representations with respect to the Service. To the maximum extent permitted by the applicable law, we – and anyone acting on our behalf – will not be liable for any damage or loss, arising from the use or inability to use the Service.

·       Indemnity. You agree to indemnify us in case of a third party claim in connection with your breach of these Terms or infringement or violation of any other person’s rights (including privacy).

… and in detail

Welcome to WillYou.net, an independent online platform that assists individuals shopping for rings and diamonds (“you” or “User”) by providing access to detailed profiles of local jewelers (“Jewelers”). The Service is offered through the WillYou.net website (the “Platform”).

WillYou.net does not own, sell, or act as an agent for any of the rings, diamonds, or jewelers featured on the Platform. We do not facilitate, endorse, or mediate any transactions between Users and Jewelers. All transactions and communications between Users and Jewelers are conducted independently of WillYou.net.

The Service is owned and operated by Willyou.net, , (“Willyou.net”, “we”, “us” and “our”).

Please read the following Terms of Service (the "Terms") carefully. By signing up to, accessing or using the Service, you agree to these Terms. If you do not agree to these Terms, you may not access or use the Service. These Terms apply to both Users and Jewelers who use or access the Service.

AGE RESTRICTION

You must be 18 years of age or older in order to use this Service. If you are under the age of 18 you may not sign up to the Service or use it in any way.

USER REGISTRATION TERMS

Information You Provide. General access to the Service does not require registration. However, if you wish to select a ring and/or a diamond or communicate with a Jeweler, you will be required to register and create a personal account.

When you register to the Service, we will ask you to provide us the details we describe in our privacy policy (“Registration Information”). Once registered, you may access the Service using your account username and password. Make sure that you change your password periodically. You may not transfer your account to any third party, in any manner whatsoever.

You must maintain the confidentiality of your account login details, and you may not provide or disclose them to anyone else. You agree to inform us of any unauthorized use of your account that you become aware of.

False information. If we believe that the Registration Information you provide is false, deceptive or offensive, or if we believe that you violated these Terms, we reserve the right to suspend or terminate your user account or your access to the Service.

Additional Information. We reserve the right to request additional information to verify your identity, during the registration process, throughout your use of the Service or when you submit support tickets related to your Service account.

LICENSE AND USE

Users Right to Access the Service. Subject to these Terms, you may access and use the Service through our Platform, strictly for the purpose of browsing for rings and diamonds and accessing detailed profiles of jewelers for your own personal non-commercial use.

License. Subject to these Terms, we grant you a revocable, non-exclusive, non-transferable, and non-sublicensable license, to use the Service and access our Platform, solely for your non-commercial use or your personal needs.

YOUR PRIVACY

We respect your privacy. Our Privacy Policy, which is incorporated into these Terms, explains our privacy practices.

Fee-based Services

Fee-Based Service. Your access to the Service for the purpose of browsing rings and diamonds is not subject to a fee. This Section will only apply to other subscription services that we may offer Users through the Platform, for which you may choose to register. If any portion of the Service is provided through a subscription, this part of the Service will be subject to subscription fees at the rates and schemes determined according to the plan you selected and whose details were presented to you when you registered for the Service ("Fee-Based Service"). You must pay for the Fee-Based Service through one of the payment methods we establish from time to time. By providing us with payment information for a payment method, you confirm that your payment method will be charged for the applicable fees. You are responsible for any commission or surcharges introduced by your selected payment method.

Automatic Subscription Renewals. The Fee-Based Service is a periodic subscription plan that automatically renews at the end of each subscription period, unless you cancel your subscription before the subscription renews. Your payment method will be charged for the periodic fees due upon the start of each renewed subscription period. You must keep the billing information you provided to us upon registration current, complete, and accurate, and notify us promptly in case of any change in your billing information.

Currency and Taxes. The Fee-Based Service is chargeable in US Dollars. Sales tax and other taxes may apply to the Fee-Based Service. Where taxes apply, we will use best efforts to add them to your checkout amount and seek your confirmation to the total amount due, including taxes. However, we cannot guarantee the accuracy of the tax amount presented to you. If we later determine that we have under-collected taxes on your Fee-Based Service, we reserve the right to charge you for any under-collected amount.

No Refunds. Unless otherwise mandated by law, all your payment obligations, if any, are non-cancelable, and all amounts paid in connection therewith are non-refundable. You are solely responsible for paying all applicable fees for the Fee-Based Service that you subscribed for, whether you used or benefited from the Service.

Failing to Pay. If you fail to settle your payments that are due for the Fee-Based Service, we may discontinue and block your use of the Service, without regard to any other remedies available to us under applicable law.

DIAMOND AND RING SELECTION; INVENTORY

You may browse the inventory of rings and diamonds presented on the Platform. You may virtually build a customized ring and diamond by selecting the type of ring setting, including the metal and design features available for selection, and the diamond type, including shape, cut, clarity, and carat size. Once you select your ring and diamond, the Platform will display the setting and diamond options you selected, and you may choose to access information about a Jeweler listed on the Platform who may offer the selected ring and diamond for viewing and potential purchase. If you choose to proceed and provide consent, your information and selection will be shared with the Jeweler. The Jeweler, at their sole discretion, may contact you directly to discuss or arrange a viewing. All communications and transactions between you and the Jeweler will be conducted independently and are solely your responsibility. WillYou.net is not involved in, nor does it facilitate, any transaction.

Neither you nor the Jeweler are obligated to complete any transaction, and any agreement to proceed is strictly between you and the Jeweler. The availability of the diamond or ring is subject to the Jeweler’s inventory and their ability to provide or fabricate the type of ring you selected.

WillYou.net is a platform where jeweler listings are featured, and rings or diamonds may be displayed for informational purposes only. These profiles and listings are based on publicly available information. WillYou.net does not independently verify the accuracy, authenticity, or completeness of this information. Additionally, WillYou.net does not provide customer service support for jewelers, mediate disputes, or guarantee the quality or availability of items listed on the Platform.

If you opt to share your information and selection with a Jeweler, the Jeweler may, at their sole discretion, agree to display the selected ring and diamond for you. All arrangements for viewing or purchasing items are made directly between you and the Jeweler.

WillYou.net does not possess, own, or handle any of the diamonds or rings displayed on the Platform. Any diamonds or rings listed are provided by Jewelers or Distributors and are their sole responsibility. WillYou.net does not guarantee the accuracy, availability, or quality of any items displayed.

After viewing the ring or diamond, you may decide whether to proceed with a purchase directly with the Jeweler. WillYou.net is not involved in or responsible for any part of the transaction.

Additionally, through the Platform, you may upload an image of a ring to be shared with the Jeweler to facilitate discussions about potential ring design options.

When you use the Platform to upload this image, you represent and warrant to us that:

·       You are entitled to use the image, upload it to the Platform and communicate it to the Jeweler; and

·       Uploading the image to the Platform and communicating it to the Jeweler does not infringe any rights of third parties, including intellectual property rights, in the image.

We respect the intellectual property rights of others.

Requests to remove images due to copyright infringement must be made in accordance with our Copyright Policy.

USE OF THE SERVICE

Prohibited use. When using the Service, you shall not –

·       Breach these Terms or any other applicable rules and instructions that we may convey with respect to the Service;

·       Engage in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, including laws governing privacy, data protection defamation, spam and copyright;

·       Interfere with, burden or disrupt the functionality of the Service;

·       Attempt to copy, change, disassemble, reverse engineer, decrypt, frame or translate the Service or Platform or otherwise attempt to learn and derive the source code, structure, or ideas upon which the Service and Platform is based;

·       Attempt to copy, change, delete or alter any of the content provided to you on the Service, including images of diamonds, rings, and any other content provided to you during your use of the Service.

·       Breach the security of the Service or publicly identifying any security vulnerabilities in it;

·       Circumvent or manipulate the operation or functionality of the Service, or attempt to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;

·       Send automated or machine generated queries;

·       Use any manual or automated software, devices, or other processes, including, but not limited to, robots, crawlers, scrapers, spiders and similar applications to collect and compile content from the Service, including but not limited to, any information about rings, diamonds, Jewelers, or pricing, or send data to the Service including for the purposes of competing with the Service, or in such ways that may impair or disrupt the Service's functionality;

·       Display or embed content from the Service, including by any software, feature, gadget or communication protocol, which alters the content or its design;

·       Use of the Service to post, store or disseminate any type of malicious software, viruses, trojan horses or any other malicious, destructive, disabling code or programs designed to interrupt, permit unauthorized access, destroy or limit the functionality of the Service;

·       Impersonate any person or entity, or making any false statement pertaining to your identity or affiliation with any person or entity;

·       Collect, harvest, obtain or process personal information regarding the Service’s other users or Jewelers;

·       All transactions, communications, and arrangements between Users and Jewelers are conducted independently. WillYou.net is not involved in, and does not bear any responsibility for, any aspect of such transactions.

·       Jewelers are prohibited from claiming or implying any partnership, endorsement, or agency relationship with WillYou.net.

INDEPENDENCE OF THIRD-PARTY ADVERTISEMENTS

Third-Party Advertisements:

·       WillYou.net may display advertisements, banners, or links to products, tools, or services offered by third-party companies.

·       The presence of these advertisements or banners is for informational or promotional purposes only and does not imply endorsement, partnership, or affiliation between WillYou.net and the third-party companies.

· All advertisements or banners are clearly marked with the label "Ad" to distinguish them as paid content and do not constitute an endorsement by WillYou.net

No Shared Responsibility:

·       WillYou.net operates independently and does not share ownership or management with any third-party company whose advertisements or banners are displayed on this platform.

·       WillYou.net is not involved in, and does not bear responsibility for, the actions, products, services, or representations of third-party companies advertised on the platform.

User Responsibility:

·       Users engaging with third-party advertisements or banners do so at their own discretion and are encouraged to review the terms, conditions, and privacy policies of any third-party service before engaging with it.

·       WillYou.net disclaims any liability for transactions, agreements, or interactions between users and third-party advertisers.

Transparency in Advertising:

·       All third-party advertisements and banners displayed on WillYou.net are provided under separate contractual arrangements.

·       Such advertisements are clearly labeled or identifiable as third-party content to ensure users are aware of their independent nature.

· The label "Ad" on banners explicitly communicates that the content is paid advertising.

Data and Privacy:

·       Any data collection or tracking mechanisms associated with third-party advertisements are governed by the privacy policies of the respective third-party companies. WillYou.net does not control or assume responsibility for such practices.

INTELLECTUAL PROPERTY

Our Intellectual Property. All rights, title and interest in and to the Service, including without limitation, patents, copyrights, trademarks, trade names, Service marks, trade secrets and other intellectual property rights and any goodwill associated therewith are the exclusive property of Willyou.net and its licensors. This includes the Service and Platform’s design, graphics, computer code, “look and feel” and Willyou.net’s domain names.

Restrictions. You may not copy, distribute, display or perform publicly, make available to the public or communicate to the public, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use of, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of the Platform or the Service or any part thereof, in any way or by any means.

You may not use any name, mark, logo or domain name that is confusingly similar to our marks, logos and Internet domain names. You must refrain from any action or omission that may dilute or damage our goodwill. You shall not develop any services or products which rely on or make use of the look and feel of our Platform.

Confidentiality. The Service consists of our trade secrets, which include practices, processes, designs, and product and pricing schedules not generally known or reasonably ascertainable by others by which we obtain an economic advantage over others. You must maintain in confidence information you are exposed to through your use of the Service relating to its operation, functionality, features, designs and business practices. You must do so in a manner no less protective than you use to protect our own similar assets, but in no event less than reasonable care. You must not use or disclose that information for any purpose other than within your utilization of Service.

Feedback. We welcome hearing from you and receiving feedback from you. You may provide us with feedback through the Platform. When you provide us with such feedback, you must not do so in an illegal, threatening, obscene, objectionable, or defamatory manner or in a manner which infringes the intellectual property rights of third parties. When you provide us with feedback you hereby assign all rights in the feedback to us, and we shall be the sole owners of such feedback. Any feedback you provide us is not subject to any confidentiality obligations. You acknowledge and agree that when you provide us with feedback, we will be entitled to use the feedback in an unrestricted manner, for any reason or purpose, including for commercial use, without any obligations to pay you any compensation for the feedback.

SUPPORT AND MAINTENANCE

During the Term, we, either directly or with the assistance of third parties, may provide you technical support for technical questions, problems and inquiries regarding the Service, during the business days and hours and through the support channels indicated on our website.

We will attempt to respond to your technical questions, problems and inquiries within a reasonable time. However, we –

·       May decline to provide such support for matters that we deem, at our sole discretion, to require unreasonable time, effort, costs or expenses;

·       Make no warranties to any specific response-time or to the successful or satisfactory resolution of the question, problem or inquiry.

For the purpose of providing technical support, you will cooperate, and work closely with us, to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as we reasonably request.

TERMINATION

Terminating User Account. If you have created an account on our Platform, you may, at any time, request to terminate your account by contacting us at [email protected].

We may temporarily or permanently limit, block your access to or terminate your user account, if we determine that you breached these Terms.

Upon termination of these Terms or your account, for any reason, your right to use the Service is terminated and you must immediately cease using the Service, and we will not be liable to you for termination of access to the Service.

Operation of the Service. We may at any time discontinue or terminate the operation of the Service, or any part thereof, temporarily or permanently, for all users, or for certain users. If we permanently discontinue or terminate the operation of the Service, not in connection with you breach of these Terms, we will provide you a pro-rated refund for the fees you paid in relation to any remaining portion of your subscription period following such discontinuation or termination.

Changes

Changing the Service. We may, at any time and without prior notice change the layout, design, scope or features of the Service, but we will not materially downgrade the Service’s functionalities and features.

Changing these Terms. We may revise these Terms, in whole or in part, at any time by putting you on notice of the amended Terms. Your continued use of the Service after the effective date of the amended Terms constitutes your consent to the amended Terms.

DISCLAIMER OF WARRANTY

THE DIAMONDS AND RINGS DISPLAYED ON THE PLATFORM ARE NOT OWNED BY WILLYOU.NET AND ARE ONLY DISPLAYED ON THE PLATFORM FOR INFORMATIONAL PURPOSES. WILLYOU.NET DOES NOT FACILITATE THE SHIPMENT OF DIAMONDS OR RINGS FROM DISTRIBUTORS TO JEWELERS OR USERS. WILLYOU.NET DISCLAIMS ANY WARRANTY AND SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSACTION THAT MAY OR MAY NOT TAKE PLACE BETWEEN USERS AND JEWELERS.

WILLYOU.NET DOES NOT WARRANT THE QUALITY, AUTHENTICITY, LEGALITY, OR FITNESS FOR PURPOSE OF ANY ITEMS OR SERVICES PROVIDED BY JEWELERS LISTED ON THE PLATFORM.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WE AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, AND AFFILIATES (THE “STAFF”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND ITS CONTENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, ENHANCED GOODWILL, OR EXPECTED BENEFITS.

WE DO NOT WARRANT THAT:(1) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET YOUR REQUIREMENTS OR EXPECTATIONS IN ANY WAY;(2) THE SERVICE WILL ALWAYS BE AVAILABLE OR FREE FROM MALWARE, COMPUTER VIRUSES, OR OTHER HARMFUL COMPONENTS;
(3) THE QUALITY OF THE SERVICE WILL MEET YOUR EXPECTATIONS;(4) THE DATA PRESENTED THROUGH THE SERVICE WILL BE ACCURATE, BENEFICIAL, OR RELIABLE;(5) THE RESULTS OF THE USE OF THE SERVICE WILL BE SATISFACTORY OR FIT YOUR EXPECTATIONS OR REQUIREMENTS.

NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE SERVICE, OR THE CONTENT PRESENTED ON OR THROUGH THE PLATFORM, WHETHER OR NOT MADE BY ANY OF OUR STAFF, WHICH IS NOT EXPRESSLY CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY THE INVOLVED PERSONS FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF OUR STAFF WHATSOEVER.

YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR STAFF, SHALL NOT BE LIABLE, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE CONTENT, THE USE OF, OR THE INABILITY TO USE THE SERVICE OR ITS FEATURES, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, OR FROM ANY FAULT, OR ERROR MADE BY OUR STAFF, OR FROM YOUR RELIANCE ON DATA AVAILABLE ON OR THROUGH THE SERVICE, OR FROM ANY THIRD-PARTY CONTENT OR DATA DISPLAYED ON THE PLATFORM OR FROM ANY DENIAL OR CANCELATION OF YOUR USER ACCOUNT, OR FROM RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF YOUR DATA ON THE SERVICE. WE ARE NOT LIABLE FOR THE ACCURACY, LEGALITY, OR RELIABILITY OF ANY CONTENT OR DATA PROVIDED BY THIRD PARTIES DISPLAYED ON THE PLATFORM.

IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL, MAXIMUM AND AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES SHALL BE LIMITED TO THE GREATER OF (A) $1,000 OR (B) THE FEES YOU PAID US (IF ANY) IN THE TWELVE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM.

Indemnification

To the maximum extent permitted by law, you will indemnify, defend, and hold harmless at your own expense, us, our Staff and anyone acting on our behalf, from and against any damages, costs and expenses, resulting from any claim, allegation or demand, connected with your use of the Service, your breach of these Terms or infringement or violation of any other person’s rights (including privacy).

Governing Law, jurisdiction and dispute resolution

Regardless of your place of residence or where you access or use the Service from, these Terms and your use of the Service will be governed by and construed solely in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of Israel.

ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU OR YOUR USERS AND WILLYOU.NET REGARDING THESE TERMS OR THE USE OF THE SERVICE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SETTLED THROUGH BINDING ARBITRATION (RATHER THAN IN COURT) BY TELEPHONE, ONLINE OR BASED SOLELY UPON WRITTEN SUBMISSIONS WITHOUT IN-PERSON APPEARANCE, ADMINISTERED BY THE ISRAEL INSTITUTE OF COMMERCIAL ARBITRATION (IICA), OR ANOTHER ARBITRATION BODY MUTUALLY AGREED UPON BY THE PARTIES, IN ACCORDANCE WITH THE RULES AND PROCEDURES OF ISRAELI LAW.

JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.

HOWEVER, YOU MAY LODGE CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIM QUALIFIES.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES) AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

PAYMENT OF FILING, ADMINISTRATION AND ARBITRATOR FEES WILL BE GOVERNED IN ACCORDANCE WITH THE RULES AND PROCEDURES OF THE IICA. THESE FEES WILL BE SHARED AS FOLLOWS: ONE THIRD BY YOU AND TWO THIRDS BY US, UNLESS THE ARBITRATOR: (I) DETERMINES THAT THE CLAIMS ARE FRIVOLOUS, IN WHICH CASE THE CLAIMANT SHALL BEAR ALL SUCH FEES ARISING FROM THE FRIVOLOUS CLAIM; OR (II) DETERMINES THAT THE FEES SHOULD BE ALLOCATED DIFFERENTLY.

YOU AND WILLYOU.NET HEREBY ACKNOWLEDGE, AGREE AND COVENANT THAT ANY DISPUTES SHALL ONLY BE ADJUDICATED IN ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT IN CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDINGS.

AS A USER, YOU MAY OPT-OUT OF THE ABOVE ARBITRATION CLAUSE BY EMAILING US TO [email protected], WITHIN 21 DAYS OF YOU ENTERING INTO THESE TERMS FOR THE FIRST TIME, AN OPT-OUT NOTICE THAT IDENTIFIES YOURSELF AND CLEARLY SETS OUT YOUR CHOICE TO OPT OUT OF DISPUTE RESOLUTION BY ARBITRATION. IN CASE OF SUCH OPT-OUT, ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN YOU AND US REGARDING THESE TERMS OR THE USE OF THE SERVICE, WHICH ARE NOT AMICABLY RESOLVED, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND COURTS OF COMPENTENT JURISDICTION IN THE STATE OF ISRAEL.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, EITHER PARTY MAY FILE: (A) AN IMPLEADER CLAIM AGAINST THE OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION ADJUDICATING A THIRD PARTY CLAIMS THAT IS SUBJECT TO THE INDEMNIFICATION PROVISIONS HEREIN; (B) IN ANY COURT OF COMPETENT JURISDICTION A CLAIM CONCERNING THE INFRINGEMENT (OR ALLEGED INFRINGEMENT) OF INTELLECTUAL PROPERTY RIGHTS (INCLUDING COPYRIGHTS AND TRADE SECRETS).

General

Assignment. You may not assign or transfer your rights and obligations under these Terms without our prior written consent. Any attempted or actual assignment by you, without our prior written consent, shall be null and void.

Changes in ownership. In the event of a sale, merger, or acquisition, we may, upon notice to you and without obtaining your consent, assign and delegate these Terms, including all of our rights, performances, duties, liabilities and obligations contained herein, to a third party, and we will be released from all rights, performances, duties, liabilities and obligations contained herein.

Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of these Terms shall continue to remain in full force and effect.

Interpretation. The section headings in these Terms are included for convenience only and shall take no part in the interpretation or construing of these Terms. Whenever used in these Terms, the term "Including", whether capitalized or not, means without limitation to the preceding phrase. All examples and e.g. notations are illustrative, not exhaustive.

Entire agreement. These Terms constitute the entire agreement between you and us concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements.

Survival. The following clauses in these Terms will survive any termination or expiration of the Terms: Currency and Taxes; No Refunds; Our Intellectual Property; Restrictions; Confidentiality; Disclaimer of Warranty; Limitation of Liability; Indemnification; Governing Law, Jurisdiction and Dispute Resolution.

Waivers. Except as indicated in “Changing these Terms” above, no other waiver, concession, extension, representation, alteration, addition or derogation from these Terms by us, or pursuant to these Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative. Failure on our part to demand performance of any provision in these Terms shall not constitute a waiver of any of our rights under these Terms.

Governing Law & Dispute Resolution. Use of the Service is governed by the laws of the State of Israel. Most disputes between us will be decided in arbitration in accordance with Israeli law. You can opt out of arbitration under the terms outlined below, in which case disputes will be decided in a court of competent jurisdiction in Israel.

Relationship. These Terms do not create any agency, partnership, employment or fiduciary relationship between you and us.

CONTACT US

At any time, you may contact us with any question, request, comment or complaint that you may have with respect to the Service or these Terms, at [email protected].

Effective Date: September 26, 2024.