"Submitted Materials" shall mean any and all material, text, photographs, videos, and information or other data provided and/or uploaded by you to the Services.
You are solely responsible for any actions performed in the Services under your credentials. Keeping your credentials safe is your sole responsibility. If you have any reasons to suspect that your credentials were discovered by any third party or that there was an unauthorized access to your account you will immediately notify Company and modify your login information.
We appreciate hearing from our users and welcome your comments regarding the Services. Notwithstanding anything to the contrary herein, please be advised, however, that if you send us ideas, suggestions, inventions, or materials regarding the Services (Feedback), we shall: (i) own all right, title and interest in and to the Feedback without any restriction; (ii) not be subject to any obligation of confidentiality; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation or credit to you or any other person.
All the Intellectual Property Rights (as defined below) evidenced by or embodied in and/or contained and/or subsisting therein and/or attached/connected/related to the Services, including, without limitation, any underlying software, platforms, algorithms, technology, application and website design, any information, services, texts, Submitted Materials, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, application "look and feel", features and related content that may be created in connection with the use of or registration to the Services, including the selection and arrangement of any of the foregoing, any modifications, enhancements, improvements and derivatives thereof and all Intellectual Property Rights related thereto (collectively, the "RoundForest IPR") are the property of RoundForest and/or its respective affiliates which retain all right, title and interest in connection therewith.
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 Services with respect to the RoundForest IPR or otherwise. In the event that by operation of law any of the RoundForest IPR is not owned in its entirety by RoundForest automatically upon its creation, then you hereby irrevocably assign, transfer, and convey to RoundForest the ownership of such RoundForest IPR, including all right, title, and interest in connection therewith, free of any charge. You agree to assist RoundForest, at RoundForest's expense, to obtain for RoundForest and enforce any Intellectual Property Rights for RoundForest IPR worldwide. You will execute any documents that RoundForest may reasonably request for use in obtaining or enforcing such RoundForest IPR and other legal protections.
"Intellectual Property Rights" means worldwide (a) rights associated with works of authorship, designs and photography, including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress and goodwill rights whether or not registered; (c) patents, patent applications and industrial designs; (d) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
You represent and warrant to RoundForest that: (a) you have, and will have at all times, all permits, consents and right, title and interest in connection with the Services and as required to fulfill your obligations and grant to RoundForest any and all rights, licenses and consents hereunder, including without limitation in respect of the Submitted Material; (b) you and your use of the Services will comply with all applicable laws, rules, regulations, statutes, and ordinances.
YOU AGREE THAT YOUR USE OF THE SERVICES AND/OR THE ROUNDFOREST IPR SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING, WITHOUT LIMITATION ROUNDFOREST IPR, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ROUNDFOREST DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
ROUNDFOREST DOES NOT WARRANT THAT THE ROUNDFOREST IPR AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ROUNDFOREST DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ROUNDFOREST IPR OR SERVICES, INCLUDING, WITHOUT LIMITATION, THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE ARE NECESSARY OR ADVISABLE TO PROTECT YOURSELF AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SERVICES AND/OR ANY OF THE ROUNDFOREST IPR.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL ROUNDFOREST AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS AND/OR LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, LOSS OF REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SERVICES, OR RELIANCE ON ANY OF THE SERVICES AND/OR ROUNDFOREST IPR, OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY ROUNDFOREST.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to defend, indemnify and hold RoundForest and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, agents, licensors and suppliers harmless from and against any losses, expenses, liabilities, costs, claims, damages (including attorneys' fees, expert fees' and other costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) any use of your account and/or your use of the Services; (ii) your violation of any third party right, including, without limitation, any copyright, property, or privacy right, and including any third party claim in respect of the Submitted Materials; and (iii) any breach of these Terms.
The Services contain content, links and references to third party services, products and resources. RoundForest does not control the availability and content of those third party services, products and resources. Any concerns regarding any such services, products or resources, or any content or link thereto, should be directed to the applicable third party service, product, or resource provider.
Some of the content and materials available through the Services may be provided by third parties. No reference made in the Services to any third party content (including Submitted Materials and advertisements), commercial product, process, or service, or provider of such product, process or service ("Third Party Content") constitute or imply an endorsement, recommendation or favoring by RoundForest.
Any opinions, advice, statements, content, services, products, offers or other information expressed or made available by such third parties, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of RoundForest and RoundForest does not endorse, promote, solicit or recommend them or any Third Party Content in any way nor shall RoundForest be responsible or liable for any of the foregoing. Any product or service ordered in respect of Third Party Content is not ordered from Roundforest, but from the applicable third party service or product provider. RoundForest is a mere conduit in respect of Third Party Content and is not obligated to screen Third Party Content and makes no warranties or representations as to, and shall have no liability for any of the foregoing.hen you click on links to various merchants or providers on the Services and make a purchase, this can result in us earning a commission. Affiliate programs and affiliations include, but are not limited to, the eBay Partner Network.
In the event that you believe that any content included in the Services violates your Intellectual Property Rights, right to privacy or is defamatory or otherwise illegal, please file a detailed notice of complaint to RoundForest in the following link [Please insert link at which the users may file a detailed notice], identifying such content and detailing the factual basis of your complaint and we will make reasonable efforts to remove the content.
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Services and/or RoundForest IPR immediately (including, without limitation, the license set forth in Section 2.1 above), at our sole discretion and without notice. Upon termination you shall immediately cease using the Services and the following Sections shall survive: 1, 2.2, 3-13.
Without derogating from any other right and remedy provided to RoundForest under law and/or these Terms, RoundForest reserves the right to limit or revoke your license and access to and/or use of the Services and/or the RoundForest IPR in its sole discretion, at any time, and for any reason, including, but not limited to, technical difficulties or violation of these Terms. If your license to use the Services expires or is terminated, RoundForest may, without notice, delete or deny you access to any of the RoundForest IPR, Submitted Materials or meta data that may remain in its possession or control.
(i) These Terms shall be governed by and construed in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the competent courts of Tel-Aviv with regard to all claims arising out of, in connection with, or in any way relating to, these Terms. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iii) You acknowledge and agree that RoundForest has the right, at any time and for any reason, to redesign or modify the RoundForest IPR and other elements of the Services or any part thereof; (iv) this is the entire agreement between you and RoundForest regarding the subject matter herein; (v) RoundForest may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of RoundForest. Any unauthorized assignment will be void and of no force or effect; (vi) unless otherwise expressly provided, no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and RoundForest any rights, remedies or other benefits under or by reason of these Terms; (vii) the failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (ix) any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. If you have any further questions or require further clarification, please contact us by sending an e-mail to: [email protected].
Last updated: September 22, 2022.