(individually and collectively with any subsidiary thereof "LINKURY)
The Services and This Agreement
1. The user ("You" or "User") of any LINKURY software, websites, forums, or mediated functionality (individually and collectively - the "LINKURY Services") agrees that the use of any LINKURY Services, is covered by this agreement (the "Agreement"). Unless explicitly stated otherwise, any new features to the current LINKURY Services, including the release of new LINKURY properties, shall be subject to the Agreement. In addition, when using particular LINKURY Service (whether owned or operated by LINKURY), You and LINKURY shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into the Agreement. LINKURY may also offer other services that are governed by different Terms of Service.
2. LINKURY provides Users, inter alia, with a toolbar to be implemented in User's web browser. You also understand and agree that the LINKURY Services may include advertisements and that these advertisements are necessary for LINKURY to provide the Services. You also understand and agree that the LINKURY Services may include certain communications from LINKURY and you will not be able to opt out of receiving them.
3. You are responsible for obtaining access to the LINKURY Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, You must provide and re responsible for all equipment necessary to access the LINKURY Services.
4. You understand that the technical processing and transmission of the LINKURY Services, including content provided by You, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
5. Certain LINKURY Services may contain or direct User to adult or mature content, and You must be at least 18 years of age to access and view same.
Provision of the Services
6. As a condition precedent of your use of the LINKURY Services, you represent that you are of legal age to form a binding contract under the laws of any applicable jurisdiction and are not a person barred from receiving the LINKURY Services under the laws of the United States or any other applicable jurisdiction
7. User agrees that LINKURY may use subsidiaries, agents, or third-parties located anywhere in the world, to provide the LINKURY Services.
The User agrees that the provision of the LINKURY Services, their extent, functionality, form and nature may change at the sole and exclusive discretion of LINKURY, all without prior notice to you.
8. User may stop using the LINKURY Services at any time and does not need to provide notice to LINKURY.
9. User understands and agrees that the termination of the LINKURY Services, or changes to the extent, functionality, form or nature of the LINKURY Services may result in loss of information which may include account details, or information User has provided. User agrees to hold LINKURY harmless for any loss or damage arising directly or indirectly from the loss of information contemplated herein or for the termination of LINKURY Services.
10. User agrees that LINKURY may unilaterally edit, modify or delete information or content provided as part of the LINKURY Services.
Use of the Services and User conduct
11. User agrees to use the LINKURY Services addressed by this Agreement, is restricted to ways, and for purposes, allowed by this Agreement and all applicable laws, or regulations in relevant jurisdictions (including any laws regarding the export of data or software to and from relevant countries). User agrees that it will not directly or indirectly engage in any activity that interferes with, or disrupts, the provision of the LINKURY Services.
12. User agrees not to sell, provide, duplicate or otherwise make available the LINKURY Services to anyone other than for its own personal purposes. The User agrees that any use of the LINKURY Services or breach of the terms of this Agreement is the User's sole responsibility, including, but not limited to, any resulting consequences such as damages or harm LINKURY may suffer due to User's failure to abide by the Terms of This Agreement. LINKURY EXPLICITLY DISCLAIMS LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM USER's, OR ANYONE ON ITS BEHLF, USE OF THE LINKURY SERVICES.
13. User agrees not to access (or attempt to access) any of the LINKURY Services by any means other than through the interface that is provided by LINKURY, including, but not limited to, specifically agree not to access (or attempt to access) any of the LINKURY Services through any automated means.
14. User agrees not to restrict, discourage or inhibit any person from using the LINKURY Services, disclose personal information of others through the LINKURY Services or obtained through the LINKUY Services, collect information about users of the Services, "stalk" or otherwise harass another user, reverse engineer, disassemble or decompile any section or technology of or in the LINKURY Services, or gain unauthorized access to the LINKURY Services, to other users' accounts, names or personally identifiable information, or to other computers, software or websites connected or linked to the LINKURY Services;
15. User agrees not to, with respect to the LINKURY Services, a) launch or use any automated system, including without limitation, "robots," "spiders," or "offline readers," that access the LINKURY Services in a manner that sends more request messages to LINKURY servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser; b) send or otherwise transmit to or through the LINKURY Services chain letters, unsolicited messages, so-called "spamming" or "phishing" messages, or messages marketing or advertising goods and services; c) post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment; d) violate any applicable laws or regulations; or e) assist or permit any persons in engaging in any of the activities described above.
16. User understands that all information and content, whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such content originated. This means that You are entirely responsible for all content that you upload or otherwise make available via the LINKURY Services. LINKURY does not control the content posted via the LINKURY Services. You understand that by using the LINKURY Services, You may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will LINKURY be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available via the LINKURY Services.
17. User agrees to not use the LINKURY Services to upload, post. email transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable
18. User agrees to not use the LINKURY Services to harm minors in any way
19. User agrees to not use the LINKURY Services to impersonate any person or entity.
20. You agree to not upload, post. email transmit or otherwise make available via the LINKURY Services any content that 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 or any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights);
21. You agree to not 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 the United States or any other applicable government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or any similar law;
Intellectual Property Rights and Trademark information
22. User acknowledges and agrees that LINKURY owns all legal right, title and interest in and to the LINKURY Services, including any intellectual property rights which subsist in the LINKURY Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). User further acknowledge that LINKURY Services may contain information which is designated confidential by LINKURY and that User shall not disclose such information without LINKURY's prior written consent. User agrees that data generated in performance of the LINKURY Services is the sole and exclusive property of LINKURY, its users or its licensors with all rights reserved. Except as expressly authorized by LINKURY, You agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the LINKURY Services.
23. User is granted a limited license to access and use the LINKURY Services and to download or print a copy of any portion of the LINKURY Services to which it has properly gained access solely for its personal, non-commercial use, provided that all copyright or other proprietary notices are maintained intact. Such license is subject to this Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods.
24. Any use of the LINKURY Services other than as specifically authorized herein, without the prior written personal permission of LINKURY, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license granted hereunder is revocable by LINKURY at any time without notice and with or without cause.
25. User agrees that all of LINKURY`s trademarks, trade names, service marks and other LINKURY logos and brand features, and product and service names are trademarks and the property of LINKURY Inc. (the "LINKURY Marks"). Without LINKURY's prior written permission, You agree not to display or use in any manner the LINKURY Marks.
License to Use
26. LINKURY grants to User a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software forming part of the LINKURY Services, if any, provided by LINKURY as part of the LINKURY Services ("Software"). This license is for the sole purpose of enabling User to use and enjoy the benefit of the LINKURY Services as provided by LINKURY, in the manner permitted by this Agreement and subject to any applicable law.
27. User agrees not to (and not to permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless the user has been authorized by LINKURY in writing.
28. User may not assign (or grant a sub-licence of) its rights to use the Software, grant a security interest in or over User's rights to use the Software, or otherwise transfer any part of its rights to use the Software.
29. The terms of the Agreement will continue to apply until terminated by LINKURY, as contemplated herein.
You agree that LIKURY may, without any prior notice, immediately terminate, limit your access to or suspend your LINKURY account, and/or access to the LINKURY Services, at its sole discretion, with no need to explain the cause for such termination. Further, You agree that LINKURY shall not be liable to You or any third party for any termination of your account or access to the LINKURY`s Services.
30. Upon termination, all of the legal rights, obligations and liabilities that have accrued to User and LINKURY which are expressed, contemplated or by their nature must continue indefinitely, shall be unaffected by this termination.
Exclusion Of Warranties and Limitations of Liability
31. USER EXPRESSLY UNDERSTANDS AND AGREES THAT ITS USE OF THE LINKURY SERVICES IS AT ITS SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND 'AS AVAILABLE " BASIS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE LINKURY SERVICES IS DONE AT USER'S DISCRETION AND RISK AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM LINKURY OR THROUGH OR FROM THE LINKURY SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
LINKURY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THE LINKURY SERVICES.
IN PARTICULAR, LINKURY, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO USER THAT:
(i) USE OF THE LINKURY SERVICES WILL MEET ANY USER'S REQUIREMENTS,
(ii) USE OF THE LINKURY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.
(iii) ANY INFORMATION OBTAINED BY USER AS A RESULT OF ITS USE OF THE LINKURY SERVICES WILL BE ACCURATE OR RELIABLE, OR
(iv) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO USER AS PART OF THE LINKURY SERVICES WILL BE CORRECTED.
32. IN NO EVENT WILL LINKURY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO USER OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM USER'S USE OF SOFTWARE, THE LINKURY SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF WEB BASED INTERFACE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED USING THE LINKURY SERVICES, EVEN IF LINKURY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LINKURY'S LIABILITY TO USER FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY USER TO LINKURY FOR THE LINKURY SERVICE DURING THE TERM, BUT IN NO CASE WILL THE LINKURY'S LIABILITY TO THE USER EXCEED $200. USER ACKNOWLEDGES THAT IF NO FEES ARE PAID BY IT TO LINKURY FOR THE SERVICE, USER SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM LINKURY, REGARDLESS OF THE CAUSE OF ACTION.
33. WITHOUT DEROGATING FROM THE PROVISION IN THIS SECTION 7 ABOVE, USER EXPRESSLY UNDERSTANDS AND AGREES THAT LINKURY, ITS AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO USER FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY IT AS A RESULT OF: (i) ANY CHANGES WHICH LINKURY MAY MAKE TO THE LNKURY SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE LINKURY SERVICES, OR ANY PART THEREOF OT FEATURES WITHIN THE LINKURY SERVICES; (ii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH ITS USE OF THE LINKURY SERVICES; (iii) USER�S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
34. IF AND TO THE EXTENT THAT ANY LIMITION OF LINKURY'S WARRANTY OR LIABILITY IS EXCLUDED OR LIMITED BY APPLICABLE LAW, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN THE USER'S JURISDICTION WILL APPLY TO THE USER AND LINKURY LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH APPLICABLE LAW.
Privacy and Personal Information
35. Information on LINKURY's personal information protection polices and practice can be found at the LINKURY website, www.LINKURY.com. The User agrees that these policies apply to this Agreement and are incorporated herein as an integral part thereof, the provision of LINKURY Services and the information User provides through use of the LINKURY Services.
37. User agrees to indemnify, defend and hold LINKURY and its directors, officers, employees, agents and contractors harmless from and against any and all claims, damages, losses, costs (including without limitation reasonable attorneys' fees) or other expenses that arise directly or indirectly out of or from (i) User's breach of any provision of this Agreement; or (ii) User's activities in connection with the LINKURY Services.
38. This Agreement contains the complete agreement concerning the access, use and provision of the LINKURY Services between the parties and shall, as of the date hereof, supersede all other agreements or arrangements between the parties with regard to the subject matter hereof.
39. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
40. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence of any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.
41. The failure of LINKURY to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
42. User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the LINKURY Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred
43. All agreements and covenants contained herein are severable. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect
44. The captions and headings in this Agreement, have been inserted for convenience only and shall not be deemed to limit or otherwise affect any of the provisions of this Agreement.45. It is the intention of the parties hereto that this Agreement and the performance hereunder be construed in accordance with, under and pursuant to the laws of the State of Israel without regard to the jurisdiction in which any action or special proceeding may be instituted.