- Binding Agreement
The term “Priority Software“, “us“, “we” or “our“, refers to Priority Software Technologies Ltd., the owner of the Platform (as defined below). The term “you” refers to the User (as defined below), whether by way of viewing or selling.
For the purposes hereof:
- “Advertisement” means any advertisement and such other marketing material for promotion of Products and/or Services, which are published on the Platform by Priority Software or by an Advertiser.
- “Advertiser” means a third party person or entity that originated, created and/or published an Advertisement on the Platform, with respect to its Products and/or Services.
- “Content” means any data displayed on the Platform, whether created and/or posted on the Platform by us, by any Advertiser (as an Advertisement, or otherwise) or by any User (as a Review, or otherwise), including, but not limited to, texts, photographs, graphics, audio and video files, or any other form which contains information.
- “Products and/or Services” means (i) any of Priority Software’s products and/or services, and (ii) any products and/or services of an Advertiser relating to Priority Software’s products and/or services.
- “Review” means ratings and/or reviews written and posted on the Platform by you or any other User, regarding the Products and/or Services which are featured on the Platform.
- “Service” means all the services provided in the Platform, including the display of Advertisements, access to External Services and access to External Sites (both terms as defined below), and any other actions supported by the Platform.
- “Platform” means Priority Software’s marketplace platform for the provision of the Services, featured on its Internet site at http://www.priority-software.com.
- “User” means any person or entity accessing the Platform.
- Limited License
- The Platform
- How does the Platform work?
Our Platform maintains a repository of Advertisement posted online by us and/or by Advertisers which allows you to be exposed to Products and/or Services and to the various service providers which provide such Products and/or Services.
- You expressly acknowledge and agree that any access to or use of the Platform, and any consequences thereof, are at your sole risk, responsibility and liability.
- The form and/or features of the Platform may change from time to time without prior notice.
- In addition, we may stop (permanently or temporarily) operating the Platform and/or displaying any of the Content, and/or terminate your access to your User Account (as defined below), at our sole discretion at any time, and without liability to us or notice.
- We also retain the right to create limits on use to you or to any other users of the Platform, at our sole discretion at any time, and without liability to us or notice.
- We may copy, modify or adapt Reviews posted by you, in order to display such Reviews on the Platform, and/or in order to adapt such Reviews to any requirements or limitations of the Platform.
- User Account: In order to post Reviews, our Platform requires you to open a user account (“User Account“). In order to do that you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You are solely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Priority Software immediately of any unauthorized use of your account or any other breach of security. Priority Software will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Priority Software or another party due to someone else using your account or password. You may not use anyone else’s User Account without the permission of the User Account holder.
- The Content
- All Content posted on the Platform is the sole responsibility of the person or entity who originated, created and/or posted such Content. We do not monitor or control the Content posted on the Platform and we cannot and do not take responsibility for such Content.
- By using the Platform, you acknowledge and agree that we are not responsible for examining or evaluating the Content, accuracy, completeness, timeliness, validity, copyright compliance, legality, appropriateness, decency, truthfulness, integrity, quality or reliability, or any other aspect of the Content.
- Priority Software does not warrant or endorse, does not assume and will not have any liability or responsibility to you or any other person for any Content.
- You agree and acknowledge that you are entirely responsible for all Reviews that you post, send or otherwise make available on the Platform.
- You agree and acknowledge that any use or reliance on any Content is at your own risk.
- You understand and agree that in using the Platform, you may be exposed to Content that might be factually inaccurate, and/or may be deemed offensive, indecent, or otherwise objectionable to you, and which may or may not be identified as having explicit language, and you hereby waive any legal or equitable rights or remedies you have or may have against us with respect to any such Content.
- The Reviews you post on the Platform and the sharing of such information are done at your own risk. Any Review posted by you to the Platform may be saved, copied, re-published or otherwise used by any person accessing the Site, and we cannot control the use of the Reviews by any such person. We cannot and do not guarantee that Reviews posted by you will not be viewed or otherwise used by unauthorized persons.
- You understand and acknowledge that, even after removal by you, copies of any Reviews posted on the Platform by you may be used or otherwise utilized if other persons who have access to the Platform have copied or stored such Reviews.
- Priority Software does not warrant against deletion of any Content, or the failure to post any Content on the Platform.
- You retain your (or your licensors’) rights to any Reviews you post on the Platform. You hereby grant to us a non-exclusive, irrevocable, perpetual, transferable, sub-licensable, royalty-free, worldwide license to use, copy, reproduce, process, adapt, modify, publish and display such Reviews on the Platform.
- You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to us and to other viewers of the Platform with respect to any Reviews was posted by you to the Platform.
- You acknowledge and agree that the Platform shall contain Advertisements.
- PRIORITY SOFTWARE DOES NOT WARRANT OR ENDORSE, DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY ADVERTISEMENTS, THE CONTENT THEREOF, OR FOR ANY OTHER MATERIALS, PRODUCTS, OR SERVICES OF THIRD PARTIES.
- External Sites and External Services
- The Service may enable access to certain third party web sites (“External Sites“).
- Use of External Sites may require Internet access and additional terms of service, which you accept.
- You understand that by using any of the External Sites, you may encounter content that may be deemed offensive, indecent, or objectionable, and which may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to such offensive, indecent or objectionable material.
- By using the External Sites, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of the External Sites, and that we shall not have any liability or responsibility to you or any other person with regard to any content in the External Sites, including (but not limited to) content that may be found to be offensive, indecent, or objectionable.
- We do not warrant or endorse any advertising, products or other materials on or available from such External Sites and are not liable for any loss or damage which may be incurred by you as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such External Sites.
- In addition, External Sites that may be accessed from the Platform are not available in all languages or in all countries.
- We make no representation that such External Sites are appropriate or available for use in any particular location. To the extent you chose to access such External Sites, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
- We reserve the right, at any time and from time to time, without liability to us or notice, to change, suspend, remove, or disable your access to any External Sites, and/or to impose limits on your use of, or access to, certain External Sites.
- The Platform may enable access to certain third party services (“External Services“).
- Use of the External Services is at your own risk.
- PRIORITY SOFTWARE DOES NOT WARRANT OR ENDORSE, DOES NOT ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY SERVICES OF THIRD PARTIES.
- You agree that any External Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to, copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the External Services.
- Use of the External Services is provided “as is”. Priority Software makes no representation that such External Services are accurate.
Special caution relating to location data
- Location data provided, whether by any External Sites or as integral part of the Content, is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Use of real time route guidance is at your sole risk. Location data may not be accurate. Neither we, nor any of our licensors’, guarantee the availability, accuracy, completeness, reliability, or timeliness of location data displayed by any External Site or as integral part of the Content.
- Priority Software may collect, store and use your personal and technical data in order to –
- facilitate the provision of the Service to you,
- maintain and improve Priority Software’s Platform and the Services, and to
- protect the rights of Priority Software, of its Users and of other third parties.
PRIORITY SOFTWARE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICE, BUT YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND PRIORITY SOFTWARE HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
- Restrictions on Content and Use of the Platform
You may not do any of the following while accessing the Platform or using the Service:
You may, however, print a copy of individual screens appearing as part of the Platform solely for your personal, internal, non-commercial, or non-profit use or records, provided that any marks, logos, copyright notices, or other legends that appear on the copied screens remain on, and are not removed from the printed or stored images of any such screens;
- Remove or alter any patent numbers, copyright notices, trademark notices or other proprietary notices or identifying marks, symbols or legends included in the Platform;
- Use the Platform to generate and/or distribute any Content which is harmful, threatening, tortuous, abusive, causes harassment, defamatory, vulgar, obscene, libelous, hateful, is otherwise unlawful, misleading, malicious, or discriminatory or which harms minors in any way;
- Use the Platform to generate and/or distribute any Content which is not “child proof”;
- Use the Platform to generate and/or distribute any Content which is directed at minors under the age of 12;
- Use the Platform to generate and/or distribute any Content which contains, advertises or promotes reference (directly or by way of implication) to content that contains sexual content (including, but not limited to, nudity, graphic sex acts, or sexually explicit material), pornography, dating, or any other mature content of any kind. If Priority Software becomes aware of content with child pornography, we will report it to the appropriate authorities;
- Use the Platform to generate and/or distribute any Content which Advertises, promotes or includes reference (directly or by way of implication) to violence of any kind (including, but not limited to, depictions of gratuitous violence); to alcohol, drugs or tobacco; to gambling of any kind; and/or to weapons of any kind;
- Use the Platform to generate and/or distribute any Content which infringes or violates any patent, trademark, trade secret, copyright or other proprietary rights of any third party or violates any laws, contributes to or encourages infringing or otherwise unlawful conduct;
- Use the Platform for posting third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have a formal license or permission from the rightful owner of the material or if you are otherwise legally entitled to post and/or send the material in question;
- Use the Platform to post any Content which you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), and/or which it would be unlawful for us to use or possess in connection with the operation of the Platform;
- Use the Platform for any unlawful purposes or for promotion of illegal activities (including, without limitation, provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by applicable law as a terrorist organization);
- Use the Platform for sending other people’s private and confidential information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
- Use the Platform for interfering with, or disrupting (or attempting to do so), the access of any person, host or network, including, without limitation, by uploading and/or sending software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware; overloading, flooding, spamming, mail-bombing the Platform; or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Platform;
- Use the Platform for generating and/or sending any unauthorized commercial communications (such as spam) or any contest, giveaway or sweepstakes, or any other type of promotion;
- Do anything that could disable, overburden, or impair the proper working of the Platform;
- Collect or store personal data about other Users in connection with the prohibited conduct and activities set forth in this Section 8 above.
- You may provide links to the Platform, provided (a) that you do not remove or obscure the copyright notice or other notices on the Platform, (b) that you do not deep-link (i.e. include a link to one of our web pages other than the Platform home page) to the Platform for any purpose, (c) the site from which you provide the links to the Platform does not engage in illegal or pornographic activities, and (d) you discontinue providing links to the Platform immediately upon request by us.
- We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Platform and/or to terminate your User Account, at any time, without notice and at our sole discretion.
- No Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PRIORITY SOFTWARE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM, THE SERVICE AND THE CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, USEFULNESS, SECURITY, RELIABILITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OR OF FITNESS FOR A PARTICULAR PURPOSE.
Priority Software does not warrant against interference with your enjoyment of the Platform, Service or Content, that the Platform, Service or Content will meet your requirements, that the operation of the Platform, Service or Content will be uninterrupted or error-free, that defects in the Platform, Service or Content will be corrected, that the Platform, Service or Content will be free from corruption, attack, viruses, interference, hacking, or other security intrusion.
Without derogating from the generality of the forgoing, we do not make any representations or warranties regarding any of the Advertisements on the Platform, including but not limited to, the quality, accuracy, reliability thereof.
We disclaim any duty or obligation and make no commitment to update the Platform or the Content.
Any material accessed, downloaded or otherwise obtained through the use of the Platform is obtained at your own discretion and risk, and you will be solely responsible for and hereby waive any and all claims and causes of action with respect to any damage you might incur thereby, including damage to your Internet access or loss of data that results from the download of any such material.
Priority Software makes no guaranty of confidentiality or privacy of any communication or information transmitted through the use of the Platform and/or Service.
No oral or written information or advice given by Priority Software or its authorized representative shall create a warranty.
Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.
- Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL PRIORITY SOFTWARE, ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR AGENTS, BE LIABLE FOR (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, (B) LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND, RESULTING IN ANY WAY FROM (I) YOUR ACCESS TO OR USE, INABILITY TO USE, OR RELIANCE ON THE PLATFORM, THE SERVICE, ANY CONTENT, ANY ADVERTISEMENT, AND/OR ANY EXTERNAL SITE AND/OR EXTERNAL SERVICE, (II) ANY ERRORS, OMISSIONS OR OTHER INACCURACIES IN ANY CONTENT AND/OR ADVERTISMENT INCLUDED IN THE PLATFORM AND/OR IN ANY EXTERNAL SITE AND/OR EXTERNAL SERVICE WHICH IS FALSE OR WHICH CONSTITUTES PASSING-OFF, (III) ANY OTHER MATTER RELATING TO THE PLATFORM AND/OR THE SERVICE, THE CONTENT AND/OR ANY ADVERTISEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), EVEN IF PRIORITY SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, OR FOR (C) ANY THIRD PARTY CLAIMS AGAINST YOU.
IN NO EVENT SHALL THE TOTAL LIABILITY OF PRIORITY SOFTWARE, ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR AGENTS, TO YOU AND/OR TO ANY THIRD PARTY, FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY U.S. DOLLARS (U.S. $50.00).
Any cause of action by you with respect to the Platform and/or Service, must be instituted within one (1) year after the cause of action arose.
Some jurisdictions do not allow the exclusion or limitation of liability for personal injury, or of incidental or consequential damages, so the limitations above may not apply to you.
You hereby acknowledge that all rights, ownership, title and interest in the Platform and the Content (excluding Content provided by Users and/or and Advertisements) and the related patent rights, copyrights, trade secrets, trademarks and all other related intellectual property rights, are and shall remain the sole and exclusive property of Priority Software.
The Platform contain proprietary information and material and trade secrets that are owned by Priority Software, and are protected by applicable intellectual property and other laws, including but not limited to copyright.
All copyrights in and to the Platform and Content posted by Priority Software, are owned solely and exclusively by Priority Software, (and/or by its licensors), who reserve all their rights in law and equity.
When posting Content using our Platform, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to use any and all copyright, publicity, trademarks, database rights and intellectual property rights you have in the Content, in any media known now or in the future.
- Copyright Policy
Priority Software will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to Priority Software. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide Priority Software (as set out in Section 18 (Addresses and Notices) below with the following information: (i) identification of the copyrighted work claimed to have been infringed; (ii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Priority Software to locate the material; (iii) your contact information, including your address, telephone number, and an email address; (iv) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (v) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner, and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion.
- Unsolicited Idea Submission Policy
You agree that any remarks, ideas, feedback, comments, suggestions, Content, Reviews, or any other information that you may provide to Priority Software (collectively, a “Submission“), is entirely voluntary, and that Priority Software will be free to use any such feedback, comments, Content, Reviews or suggestions as Priority Software will see fit, without any obligation or compensation to you or any other person sending the Submission. Priority Software will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere, and you hereby irrevocably assign to Priority Software all rights therein. Priority Software will not be required to treat any Submission as confidential. You acknowledge that you are responsible for whatever material you submit, and will have full responsibility for the Submission, including its legality, reliability, appropriateness, originality, and copyright.
- Export Regulations
You may not use or otherwise export or re-export the Platform except as authorized by United States law and the laws of the jurisdiction in which the Platform was obtained. In particular, but without limitation, the Platform may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.
By using the Platform, you represent and warrant that (i) you are not located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and that (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also agree that you will not use the Platform for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons.
- Governing Law and Jurisdiction
- Dispute Resolution: In case of dispute relating to the use of the Platform or the Service, you may send Priority Software a message to email@example.com; Priority Software shall verify the dispute and may determine, at its sole discretion, what remedy (if any) you shall be entitled to. Priority Software’s determination shall be final and binding.
- Address and Notices
Priority Software’s corporate offices are located at 12 Ha’amal Street, Rosh Ha’ayin, Israel.
Any questions, complaints, claims or other communication to Priority Software concerning the Platform and/or the Service should be directed to: ________________.
All communications between Priority Software and you shall be in the English language only.
* * *
Last updated: August 21, 2016