Last Updated: April 23, 2018
Thank you for choosing to use our Services!
2. GRANT OF LICENSE TO USE OUR SERVICES
Subject to these Terms, we grant to you a limited, non-exclusive, non-transferable license to use our Services for your internal business purposes only and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions in these Terms.
Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws.
You must comply with all applicable laws, including any applicable privacy laws, and these Terms when using our Services. By using our Services, you hereby represent to us that you will comply with those laws, and specifically any privacy and data protection laws and regulations applicable to your end users in connection with the use of our Services. We hereby reserve the right to immediately suspend our Services if we are either informed by any third party, any of your end users or any regulatory or governmental authority or suspect that your use of our Services is in contradiction to, or any non-compliance with any applicable privacy and data protection laws.
Except as may be expressly permitted by applicable law, or as we may authorize expressly in writing, you will not, and will not permit anyone else to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of our Services; (ii) store, copy, modify, distribute, or resell any of the information or other content made available through our Services (collectively, “Content”); [(iii) use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Content;] (iv) rent, lease, or sublicense your access to our Services to another person; (v) use any Services or Content for any purpose except for your own internal use; (vi) circumvent or disable any digital rights management, usage rules, or other security or technological features or measures of our Services; (vii) use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services; or (viii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Content.
4. CONFIDENTIALITY; PRIVACY
Neither party will use or disclose the other party’s Confidential Information (as defined below) without the other’s prior written consent except for the purpose of performing its obligations under these Terms or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information. Confidential Information includes, for the purpose of these Terms, any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. For such purpose, any information provided by us to you as part of the Services shall be deemed confidential. However, Confidential Information will not include any information that is or becomes known to the general public or which is already in the receiving party’s possession prior to disclosure by a party.
You should be aware that our Services are designed to allow you to learn important information and insights into your customer base and other individuals (your “Viewers”) who use your websites, applications, platforms and services (“Website”). In order to do so, we collect the information provided to us based on their interaction with your Website such as links, photos and other component that appear on your Website. Convizit does this in part by using a first party cookie placed on your Viewer’s device from your server. Some information is automatically collected from or about your Viewers when you use our Services.
You agree to not use our Service to send us sensitive information where unauthorized disclosure could cause material, severe, or catastrophic harm or impact to Convizit, any data subjects or relying parties. Sensitive Information includes: passwords, authentication/authorization credentials; information under strict regulatory or contractual handling requirements (e.g., PCI, HIPAA, and state and federal data security laws); credit card information including credit card numbers, CIV numbers (three digit codes for Visa and MasterCard, four digit code for American Express) and magnetic stripe information; social security numbers or such other identification numbers (like drivers’ license numbers, passport numbers, government issued identification numbers); financial account information; health data; biometric data; personally identifiable information knowingly collected from children under the age of 13; real time geolocation data which can identify an individual; business secrets deemed highly confidential (e.g., highly-confidential business strategies and communications, sensitive attorney-client privileged and confidential communications).
5. RESTRICTED AREAS OF THE SITE
Certain parts of our Services, may be restricted to registered users or other authorized persons only using passwords to protect against unauthorized users (“Authorization Required Areas”). If you are authorized to gain access to any Authorization Required Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, including with respect to any individual who undertakes such activities on your behalf. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Services that is known to you.
Convizit reserves the right, at its sole discretion, to modify or replace any part of these Terms. It is your responsibility to check these Terms periodically for changes. Your continued use of or access to the Services following the posting of any changes to these Terms constitutes acceptance of those changes. Convizit may also, in the future, offer new services and/or features (including, the release of new tools and resources). Such new features and/or services shall be subject to these Terms.
7. NOTICES ELECTRONIC COMMUNICATIONS
We may provide you with notices in any of the following methods: (1) via the Services, including by a banner or pop-up; (2) by e-mail, sent to the e-mail address you provide us; and/or (3) through any other means, including any phone number or physical address you provide us. Our notice to you will be deemed received and effective within twenty four (24) hours after it was published or sent through any of the foregoing methods, unless otherwise indicated in the notice. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
“Convizit”, the Convizit logo, and any other product or service name or slogan displayed through our Services are trademarks of Convizit and may not be copied, imitated or used, in whole or in part, without the prior written permission of Convizit. You may not use any metatags or any other “hidden text” utilizing “Convizit” or any other name, trademark or product or service name of Convizit without our prior written permission. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Convizit and may not be copied, imitated or used, in whole or in part, without our prior written permission. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.
9. YOUR CONTRIBUTION
We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Services (“Contribution”). You agree that we may, in our sole discretion, use the Contribution that you provide to us in any way, including in future enhancements and modifications to our Services. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Contributions in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
10. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICE AND CONTENT IS AT YOUR SOLE RISK. THE SERVICE AND CONTENT EACH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR ANY CONTENT, AND YOU RELY ON THE SERVICES AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY MATERIAL THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11. LIMITATION OF LIABILITY
WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SERVICES AND CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES AND CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SERVICES FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.
To the extent permitted by applicable law, you will indemnify, hold harmless and defend Convizit and its affiliates, at your expense, from any and all third-party claims, actions, proceedings, and suits brought against Convizit or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by Convizit or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of these Terms, (ii) your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by you concerning any aspect of the Service; (v) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the Service; (vi) violations of your obligations of privacy to any third party, including any of your Viewers; and (vii) any claims with respect to acts or omissions of any third party in connection with the Service. Convizit will provide you with written notice of any claim, suit or action from which you must indemnify us. You will cooperate as fully as reasonably required in the defense of any claim.
You agree that Convizit, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your website) for the purpose of advertising or publicizing your use of our Services.
14. LEGAL NOTICES
Enforcement of any dispute relating to these Terms will be governed by the laws of the State of Israel, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Services or Content will lie in the courts located in Tel Aviv, and you irrevocably agree to submit to the jurisdiction of such courts.
To the extent you have in any manner violated or threatened to violate Convizit’s intellectual property rights, we may seek injunctive relief in any court worldwide, in addition to all other remedies that may be available, in law, at equity or otherwise.
Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
The terms and conditions which by their nature are intended to survive termination of these Terms shall survive, including Restrictions, Confidentiality, Disclaimer of Warranties, Contributions, Indemnity, and Limitation of Liability.
Convizit may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Convizit, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and us regarding your use of the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and us regarding your use of the Services. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only.
16. TERM AND TERMINATION
Either party may terminate the engagement between the parties at any time with notice. Upon any termination, we will stop providing, and you will stop accessing the Service; and you will delete all copies information or Content provided to you and certify such in writing. In the event of any termination (a) you will not be entitled to any refunds of any fees, and (b) all Content, results of Services or other information or data provided to you through the use of the Services will no longer be available to you, through your account or otherwise.
17. CONTACTING US
If you have any questions or concerns about our Services or these Terms, you may contact us by email at email@example.com.