TERMS OF USE

1. Legal Agreement

1.1.  These Terms of Use (“Terms of Use” or “Agreement”) form a legal agreement between You (including, if applicable, any legal entity which You represent or act for) (“You” or “User”) and NeoWize an Israeli Company, to be incorporated under the laws of the State of Israel (“We”, “Us”,” Our”, “NeoWize”).

1.2.  By accessing and/or using the website located at: http://www.NeoWize.com (the “Website”), the content and the Service (as defined in Section 3.1 below), You confirm that You have read, understood and agreed to be bound by, and comply with, these terms and conditions as set forth in this Terms-of-Use.

1.3.  This Agreement constitutes the entire agreement between You and Us with respect to the use of Our Services and Website, and shall supersede all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter hereof.

2. Copyrights and Intellectual property

2.1.  All the Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Website and/or the Service, including without derogation any underlying software, platforms, algorithms, technology, Website design, any information, services, texts, files, various applications, organization, structure, specifications, application “look and feel,” navigation, features and related content that may be created in connection with the use of Website or the Service and/or other proprietary materials (“Materials“) are owned exclusively by NeoWize and/or its respective affiliates which retains all right, title and interest in connection therewith.

2.2.  No transfer or grant of any rights 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 Materials or otherwise.

3. Website And Services License

3.1.  License to the Services: Subject to the terms and conditions set forth herein (including without limitation payment of the applicable fees), NeoWize hereby grants to You, and You accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and make personal use of the NeoWize Service known as personalize e-commerce sites to match each customer’s needs (the “Service”), only according to the terms of these Terms. The license shall be granted until terminated in accordance with the terms hereof.

3.2.  By using the Service and/or allowing your end users to use the Service. You undertake to ensure that any such end users grant NeoWize and You a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free license, with the right to sub license, to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works and otherwise use and commercially exploit any submitted information and Materials in any media formats. Such license will apply to any form, media, or technology now known or hereafter developed.

4. Terms of Use

4.1.  You agree to use the Website and the Service for your own internal business use only and subject to full compliance with the terms and condition set forth in this Agreement.

4.2.  Except as specifically permitted herein, You are strictly prohibited from, and agree that You will not, adapt, edit, change, modify, transform, publish, republish, translate, distribute, or redistribute the Website or any information contained in the Website (in any form or media) without NeoWize prior written consent.

4.3.  You may not use any of the Services if You lack the legal capacity to do so in Your jurisdiction.

4.4.  While using the Website and/or the Service, You may not do, intentionally or carelessly, any of the following:

2.1.1. Browse, surf, process, scan or use the Website and/or the Service via operation of a computer program designed to gather information or perform operations imitating a human user (including, without limitation, Bots or Crawlers).

2.1.2. Manipulate the URL of the Website, or otherwise gain access to any internal pages to which NeoWize has not provided You with a direct link (including, without limitation, URL hacking).

2.1.3. Carry out any action which may infringe the copyrights of NeoWize or any other copyright holder; Remove, change or modify any trademarks from or attach any additional trademarks to the Website and/or the Service.

2.1.4. Carry out any action or encourage, promote, facilitate or instruct others to use, the Website and/or the Service for any illegal, harmful or offensive use which may infringe any laws, regulations, orders or any guidelines of any governmental authority.

2.1.5. Transmit any viruses or other harmful, infringing, illegal, disruptive or destructive content, messages or files.

2.1.6. Use any automated data collection methods, data mining, robots, reverse engineer or scraping or any data gathering methods of any kind on the Website and/or the Service.

4.5. You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to the Website.

5. Privacy Policy

5.1.  Acceptance of Privacy Policy: The terms of the privacy policy (the “Privacy Policy”) constitute an inseparable and integral part of this Agreement – by expressing your consent to this Agreement You hereby agree to the terms of the Privacy Policy.

5.2.  General: We respect your privacy and to better protect your privacy, NeoWize prepared this privacy policy to inform You regarding your rights. We will not disclose your private information or share your contact details without your consent. Notwithstanding, We are obliged to follow local rules if We are required to do so.

5.3.  Information We Collect: By using our Website, or using our Services You give your consent and aware that We may store information You supply Us, about You or your customers, including, but not limited, to Personal Information, anonymous information, and aggregate information (collectively, “Information”). We may use the Information in order to provide you with relevant advertising offers and/or services and help You to approve your business.

5.4.  Disclosure of Information to Third Parties: In order to serve you, we may share Information with our affiliates. The affiliates’ use of the Information is limited to these purposes, and subject to agreement that require them to keep the Information confidential. Our affiliates provide assurance that they safeguard the data they hold on our behalf. We do not sell, trade, or otherwise transfer to outside parties your Personal Information without your consent or as otherwise specified in this Privacy Policy.

5.5.  We provide Our Services to operators of other websites. To the extent that We collect Information – which may include name, e-address, purchase information, and information from social media – about You or the end-user, that Information is subject to such operators’ privacy policy. We are not responsible for the privacy practices of websites that are operated or owned by third parties, even if they are linked from and/or through the Website or Services. The information practices of such operators and/or third-party websites or applications is governed by the privacy policies of those operators and/or third- party websites or applications.

5.6.  Use of the Information: Our primary purpose when collecting Information is to provide You a service which assists you to promote your business and customize it according to customers’ preferences. You agree that we may use the Information, including Personal Information, for the following purposes:

a)  To personalize your customers experience.

b)  To analyze and improve our Website and Service.

c)  To improve customer service.

d)  To comply with applicable legal obligations, including responding to informal requests for information from governmental authorities, and to prevent activity we determine to be potentially illegal.

5.7.  Contact Us: You may contact Us using contactus@NeoWize.com

6. Disclaimer of Warranties

6.1.  The Website and the Service are provided “AS-IS”, without warranty of any kind, either express or implied. Without limiting the foregoing, We explicitly disclaim all warranties, express or implied, regarding the Website and/or the Service, including any implied warranty of quality, availability, merchantability, fitness for a particular purpose or non- infringement, and any warranties arising out of course of dealing or usage of any trade, including without limitation to the Website and/or the Service being free from defect or any virus, worm, Trojan horse or any other potentially malicious code. YOU HEREBY RELEASE US FROM ANY DAMAGES, CLAIMS OR OTHER CAUSE OF ACTION RELATED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE WEBSITE AND/OR THE SERVICE. WE MAKE NO WARRANTY THAT THE WEBSITE AND/OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF THE WEBSITE AND/OR THE SERVICE, OR TO THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THEREBY. THE ABOVE SHALL ALSO APPLY TO ANY INFORMATION YOU MAY RECEIVE FROM US OR THROUGH US AT ANY TIME.

6.2.  The Website and/or the Service may become unavailable, in whole or in part, due to technical failure, maintenance and upgrade works, as well as upon our sole discretion or otherwise. We will not be held liable, under any circumstances, for the loss of any Content.

7. Limitation of Liabilities

7.1. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, WHETHER DIRECT , INDIRECT OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, AND INCLUDING FURTHER, DAMAGES WHICH MAY ARISE IN CONNECTION WITH THE WEBSITE AND/OR THE SERVICE, THE NON-AVAILABILITY OF THE WEBSITE AND/OR THE SERVICE OR THESE TERMS OF USE, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, EMPLOYMENT OPPORTUNITIES, FROM BUSINESS INTERRUPTIONS, OR FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE WEBSITE AND/OR THE SERVICE. IN NO EVENT WILL WE BE LIABLE TO YOU, TO ANY OF OUR AFFILIATES OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION.

7.2.  THE PROVISIONS OF THIS SECTION 7 SHALL APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3.  YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THESE TERMS OF USE IS TO DISCONTINUE USING THE WEBSITE. IN THE EVENT THAT A COURT HAVING JURISDICTION SHALL DETERMINE THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS OF USE WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU (IF ANY) FOR THE SERVICE PROVIDED HEREUNDER.

8. Indemnity

8.1. You shall defend, indemnify, and hold Us harmless, our affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all claims, actions, proceedings, losses, damages, liabilities, costs and expenses, including reasonable legal fees, that arise from or relate to (i) Your and/or Your end-user access, use or misuse of the Website and/or the Service, or (ii) Your and/or Your end-user violation of these Terms of Use or any applicable law, contract, policy, regulation or other obligation. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and/or Your end-user, in which event You will assist and fully cooperate with Us in connection therewith. For the avoidance of doubt, claims and/or proceedings shall include Copyright and/or Trademark’s infringements, patents misuse or any other misuse by You in contrast to these Terms of Use.

9. General Terms

9.1.  Should any part of these Terms of Use be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect.

9.2.  Failure by Us to enforce any provision of these Terms of Use will not be considered a waiver of the right to enforce such provision. Our rights hereunder will survive any termination or expiration of these Terms of Use.

10. Governing Law and Dispute Resolution

10.1. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Israel, excluding its choice of law rules. All disputes relating to this Agreement shall be settled in the courts located within Tel-Aviv, Israel.