Terms & Conditions

 

These Terms and Conditions (this “Agreement” or “Terms of Use”) is made by and between I.D.C. Millennium Israel Ltd., Company no. 51-420377-7 (“We” or “Us” or “Our” or “Moriah”), and you (“You” or “User”). This Agreement includes the Privacy Policy available on the Website (as defined below) (the “Privacy Policy”) as an integral part herein and shall apply to all Users of the Website (as defined below).
These Terms of Use were last updated on 26 April 2018. It is effective between You and Us as of the date of You accepting this Agreement and in accordance with its terms and conditions as such may be updated from time to time in Our sole discretion.

 

1. DESCRIPTION OF SERVICES

1.1. We are the owner of the Website (as defined below), available also at https://www.moriah-collection.com/, which is intended to provide information about Us and Our products for your personal use including presenting You Our different variety of creations, jewelry and additional items (“Items”), online purchasing services, and additional information in order to help You find where to buy items You are looking for. In order to avoid any misunderstanding, it is hereby clarified that some Items, from the images represented on the Website, may appear slightly larger or smaller than actual size due to, inter alia, screen defaults and photography techniques. Other Items may be represented at a larger than actual size in order to clearly show details, or smaller than actual size in order to show the entire Item. Accordingly, We cannot be held liable for any apparent differences in the Items images represented on the Website and the original Items. We strongly advise You to visit one of our boutiques or authorized retailers prior to making a purchase by the Website.

 

2. CONSENT TO TERMS OF USE

2.1. By accessing, browsing, purchasing online or otherwise using the Website (as defined below), You sign that You have read, understood, and agree to be bound by this Agreement and You wish to utilize Our Service pursuant to the terms and conditions set forth in this Agreement. If You do not agree with it, You should leave the Website and discontinue use of the services immediately, in particular, do not purchase any items through the Website.
2.2. If You are entering this Agreement on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its Affiliates (as defined below) to these Terms and Conditions, in which case the terms “You” or “User” shall refer to such entity and its Affiliates.

 

3. DEFINITIONS

“Account” and/or “Club Membership” means the club membership account opened within the Service under Your subscribed name.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common Control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or Control of more than 50% of the voting interests of the subject entity.

“Content” means, without limitation, text, graphics, images, designs, logos, icons, audio clips, interfaces, code, software, photographs and/or any other materials We present at the Website.

“Malicious Code” means viruses, worms, time bombs, trojan horses and any and all other harmful code, files, scripts, agents or programs.

“Service” means the Website, including any associated guidelines and tutorial components, and other related products and services, in particular, providing online purchasing services regarding Our displayed Items; any and all accompanying personal support and services, if and as provided, and any changes and/or modifications of the above, which may be completed by Us from time to time, in Our sole discretion.

“Website Errors” means any interruption in the availability of the Website caused by factors under Our direct control.

“User Data” means all Content that a User posts, uploads, publishes, submits, or transmits to be made available through the Website.

“Website” means website, available at https://www.moriah-collection.com/ including any related mobile application.

“You” or “Users” includes, without limitation, individuals and entities authorized by Us to use the Service as well as Your employees, consultants, contractors and agents; or third parties with which You transact business.

 

4. THE SERVICE

4.1. Provision of the Service. We hereby grant to You a non-exclusive, non-transferable license to electronically access and use the Website in accordance with the terms of this Agreement, subject to Your adhering to the terms and conditions of this Agreement. You shall register as a User by either providing a user name, phone number and valid email address. Some features of the Website may contain a specific identification number for the purpose of tracking the number of unique instances of such features being used by You. You must provide true, complete, and accurate registration information to Us and notify Us if Your information changes. If You are a business, government, or non-profit entity, You must use the actual name of Your organization. You may not use someone else’s name, a name that violates any third party right, or a name that is obscene or otherwise objectionable. You may utilize the Service as long as You abide by the terms of this Agreement and as long as Your Account is not terminated by either party hereto.
4.2. Club Membership Subscriptions. We currently provide our Service and Club Membership subscriptions for free; however, We reserve the right to change the Club Membership subscription fee, subject to a prior written notice via email. Unless We otherwise agree, User Club Membership subscriptions are for designated Users and cannot be shared or used by more than one User.
4.2.1. When You create your Account in the Website, we will provide You with a username and a password. Your username will be the email address provided by You during your creation of your Account. The password will be sent to the email address specified by You when creating your Account. The password is personal and You are responsible for ensuring that the password is not shared or made available to others. You may change your username and password in your Account settings.
4.2.2. If You no longer wish to be a club member, You may delete your Account, found under account settings, at any time.
4.2.3. We are entitled to delete, suspend or change your Account at any time, without notice and without prejudice, in the case of your violation or suspected violation of these terms.
4.2.4. You may at any time delete your personal data and/or your Account. Upon your request, We will close your Account and delete your personal data as soon as reasonably possible. When your Account is closed, all your data is deleted and You will not be able to restore your Account. However, We may store and process your personal data for statistical purposes, prevention of fraud, dispute resolution and law compliance purposes to the extent permitted by law.
4.3. Prices and Shipping Costs. All prices shown on Item page of the Website or quoted by Us are in NIS and/or U.S. Dollars. We reserve the right to modify prices and delivery costs at any time without prior notice, at our sole discretion. Actual shipping costs and applicable taxes will be reflected on Your payment page before You are asked to confirm and place Your order and will also be reflected in the confirmation of an order. Delivery costs, if any, are described in the Shipping and Delivery Policy attached as a part of this Agreement. Sales and use taxes will vary based on the location to which products are being shipped. Delivery costs and estimated sales and use taxes will be added to the Item’s price (if applicable).
4.4. Payment. Transactions through Our Website are paid by third parties payment services such as PayPal etc. Payment conducted via the third party’s website and using its services are subject to the terms and conditions set by such third party. You hereby acknowledge sole responsibility for and assume all risk arising from your use of such payment services.
4.5. Taxes. You are responsible for any sales, use, duty, or other governmental taxes or fees (“Taxes”) due with respect to your purchase of items through the Website. We will collect applicable Taxes if we determine We have a duty to collect such Taxes. We will present an estimate of Taxes to be collected at checkout, except where We have clearly stated in writing that a price includes Taxes. The actual taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this adjustment, such as variances between processor programs and changes in rates of Taxes.
4.6. Product Warranty. Upon purchasing on-line an Item from Our various products represented on the Website, You shall be entitled to receive an official product warranty certificate, insuring Our repair policy, regarding the aforementioned purchased Item, with respect to the customer or the recipient of a gift of Our Items (“Customer” and “Gift Recipient” respectively).
4.6.1. A received Item that seems to be damaged may be returned to Us in accordance with the return policy as mentioned below. Upon receipt, We may classify the returned Item as a defective product. Please note, that Items that are damaged as a result of wear and tear are not considered to be defective.
4.6.2. If your Item is declared as defective by Us, We will use reasonable efforts to credit the compensation fee, equivalent to the sum the Customer has paid, to the Customer’s relevant account no later than fourteen (14) days after receipt of the returned defective Item.
4.7. Return Policy. All of Our Items comes with an unconditional quality guarantee. If you are unhappy with your purchase for any reason, you may request a full refund upon return of the Item. Returns of Our Items that are not in compliance with the terms and conditions set forth below may be rejected by Us and will be sent back to the Customer or Gift Recipient, as the case may be.
4.7.1. We allow the Customer or Gift Recipient to return Our Items purchased on-line at the Website to Us within fourteen (14) days following delivery, but subject to the further terms and conditions set forth below.
4.7.2. In order to return purchased Items that have been purchased on-line at the Website, You must file Us a request for return Our consultant at the email: sales@moriah-collection.com or by fax: +972 2 6274050 or by sending such a request to the address:7 Beit-El St. Jewish Quarter, The Old City, Jerusalem 97500. After providing all information, documents and Our reasonable inquiries and instructions on the matter You may send Us the returned Items to the following address: 7 Beit-El St. Jewish Quarter, The Old City, Jerusalem 97500.
4.7.3. Should the Customer or Gift Recipient decide to return a purchased Item within the fourteen (14) days period, it is hereby clarified, that We may charge such Customer or Gift Recipient for cancelation fees, in accordance with the Consumer Protection Law, 5741-1981. The abovementioned cancellation fees shall not exceed the sum of 5% of the purchase price or 100 NIS (one hundred New Israeli Shekels), whichever is lower. For the avoidance of any doubt, it is hereby clarified that under such return of a purchased Item by You, after more than fourteen (14) days period, You might be required to pay Us additional fees and commission including, but not limited to, delivery fees, our service fees, material fees etc.
4.7.4. The Customer or Gift Recipient, as the case may be, must keep a proof of return shipment and the post-office tracking number. We accept no liability in the event that such proof cannot be produced. Only products received by Us will be eligible for a refund or exchange.
4.7.5. Upon receiving a return, We will verify that the returned Item satisfies the conditions of the return policy and, if so, then proceed with the applicable refund or exchange.
4.7.6. Our Items must be returned in a new and unused state, in perfect condition, with all protective materials in place and tags and stickers attached to them (if applicable), as well as with the original box and delivery package, including all accessories and documents. We will not accept any return if the product shows signs of wear, or has been used or altered from its original condition in any way.
4.7.7. Engraved or embossed Items cannot be returned to Us for exchange or refund. Special order, custom made, personalized and made-to-order Items cannot be returned to Us for exchange or refund.
4.7.8. All returns will be subject to strict Quality Control (QC) by Us to ensure that the returned Items satisfy these requirements. If the Items do not meet QC standards, We will refuse the return, and the Items will be sent back to the Customer or the Gift Recipient, as applicable. If the returned Items satisfies Quality Control (QC), We will proceed with the applicable refund or exchange.
4.7.9. If a Customer’s return complies with the return policy, We will use reasonable efforts to credit the refund to the Customer’s relevant account no later than fourteen (14) after receipt of the returned Item. Subject to the abovementioned terms under Section 4.7.3 herein, except for delivery of a defective Item, initial shipping charges will not be refunded to the Customer, as long as the aforementioned charges do not exceed the sum of 5% of the purchase price or 100 NIS (one hundred New Israeli Shekels), whichever is lower.
4.8. Exchange Policy. You and Gift Recipients may be permitted to exchange an Item purchased on the Website for another of Our various Items if the Item to be exchanged satisfies the conditions of the return policy as stated herein within fourteen (14) days following delivery. Should an Item be returned for exchange to Us by You or a gift recipient, only You will be entitled to receive a refund of the price difference if the returned Item is more expensive than the exchanged Item. If the returned Item is less expensive than the exchanged Item, the gift recipient will be charged the difference in price. For the avoidance of any doubt it is hereby clarified only You (not a gift recipient) will be entitled to receive a refund for an Item return.

 

5. USE OF THE SERVICE

5.1. Your Responsibilities. You shall (i) be responsible for Your compliance with this Agreement, (ii) be and remain solely responsible for the accuracy, quality, integrity and legality of the User Data and of the means by which You acquired the User Data (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Us promptly of any such unauthorized access or use, (iv) be responsible for safeguarding all information provided as part of the Service and all usage of the Website in the same manner you would safeguard Your own information of a confidential nature; (v) use the Service only in accordance with applicable laws and government regulations. If You become aware of unauthorized access to Your Account, You must notify Us immediately. Without derogating from anything in this Agreement or otherwise, You shall not (a) make the Service available to anyone other than those entities that have agreed to adhere to this Agreement, (b) sell, resell, rent or lease the Service, (c) use the Service to store or transmit fraudulent, false, misleading, deceptive, infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, or post, transmit, redistribute, upload, or promote any materials that violate or infringe in any way upon any rights of others, including without limitation, intellectual property rights such as, for example only, copyrights and trademarks (including any materials which are illegal, obscene, indecent, defamatory, incites racial or ethnic hatred, violates the rights of others, harms or threatens the safety of Users or others or may otherwise constitute a breach of any applicable law), (d) use the Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, (f) attempt to gain unauthorized access to the Service or their related systems or networks, (g) data mine, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any part of the Service, or in any way ascertain, decipher, or obtain the communications protocols for accessing any part of the of Service, or the underlying ideas or algorithms of any part of the Service, in an effort, for example, but without limitation to develop other Websites, applications or services that provide similar or substitute or complimentary functionality to such part of the Service; (h) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels contained on the Website; (i) create derivative works based on the Service, copy, frame or mirror any part of Content We present at the Website;(j) access the Service in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Service; (k) violate any law; (l) intercept or monitor, damage or modify any communication which is not intended for You; (m) send unsolicited communications (also referred to as “SPAM”, “SPIM” or “SPIT”) or any communication not permitted by applicable law or use the Service for the purposes of phishing or pharming or impersonating or misrepresenting affiliation with another person or entity; (n) use the Service to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party; (o) Access, tamper with, or use non-public areas of the Website or Services, our computer systems, or the technical delivery systems of Our providers; (p) Attempt to probe, scan, or test the vulnerability of any of Our systems or networks or breach any security or authentication measures; (q) Create links to Our Website from any third party website, without Our express prior written authorization.
5.2. Protection of the User Data. We shall not use the User Data except in accordance with the terms and conditions of the Privacy Policy.
5.3. Modifications and Additional Terms. Without limiting any other terms herein contained, We reserve the right in Our sole discretion to add, change, discontinue or otherwise modify elements and features to the Service at any time. We will post notifications regarding such changes on Our Website. It is, therefore, important that You review this Agreement regularly to ensure You are updated regarding any changes. In addition, in order to use certain parts of the Service, You may be required to agree to additional terms and conditions. Those additional terms are hereby incorporated into this Agreement as an integral part hereof.
5.4. Online and Mobile Alerts. We may, from time to time, as part of Your use of the Website, send You automatic alerts and notifications via email and push notifications. The aforesaid alerts and notifications shall contain information regarding updates and additional information with respect to the Service. You may, at any time, disable future alerts and notifications.

 

6. PROPRIETARY RIGHTS

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Service, the Content and the Website and all related intellectual property rights thereto. No rights are granted to You hereunder other than as expressly set forth herein. You acknowledge and agree that the Service and the Content is fully owned by Us and/or duly licensed to Us and may be protected under international patent, copyright, trademark or trade secret laws as well as international treaties. The Service and Content is provided to You AS IS for your information and personal use only. You agree to not engage in the use, copying, or distribution of any of the Service and/or Content other than expressly permitted herein. The look and feel of the Service, Content and the Website, including its color combinations, logos, button shapes, and other graphical elements, also are the trademarks and intellectual property of Us. Other trademarks used on the Website and Content are the property of their respective owners. The license granted under this Agreement shall not constitute a sale of the Content presented at the Website or any portion of it, or copy thereof and You shall not acquire any rights therein, express or implied through this Agreement other than those expressly specified herein.
6.2. Age Restrictions. Use of the Service is restricted to those individuals 16 years of age or older that are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties herein. By using the Service, You hereby represent that You are 18 years of age and have the authority to enter into the Agreement.
6.3. Ownership of the User Data. The Service allows You to submit User Data. The User Data may be hosted, shared, and/or published as part of the Service and/or the Website including on any third party social networking websites in which We maintain a profile, and may be visible to the public.
In connection with the User Data, You affirm, represent and warrant the following: (a) You exclusively own all rights, title and interest in and to all of Your User Data; (b) Your User Data and Our use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and/or privacy rights. Notwithstanding the foregoing, by submitting the User Data You hereby grant Us, Our affiliates, subsidiaries, assigns, agents, and licensees a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, display, distribute, prepare derivative works of, and perform the User Data in connection with the Service and, including without limitation for promoting the Service in any media formats and through any media channels. We take no responsibility and assume no liability for any User Data that You or any other User or third party posts, stores, uploads and submits on the Website including on any third party social networking websites in which We maintain a profile. You shall be solely responsible for your User Data and the consequences submitting it, and You agree that We are only acting as a passive conduit for the presentation of Your User Data. You understand and agree that You may be exposed to User Data that is inaccurate or otherwise unsuited to Your purpose, and You agree that We shall not be liable for any damages You allege to incur as a result of User Data. The User Data does not necessarily represent the views or opinions of Us, and We makes no guarantees as to the validity, accuracy or legal status of any User Data.
6.4. Copyright Complaints. We respect the intellectual property of others, and we ask our users to do the same. If You believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, You should notify Us of your infringement claim at: info@idc-diamond.com. We will process and investigate notices of alleged infringements and will take appropriate actions under applicable intellectual property laws with respect to any alleged or actual infringement.
6.5. Under no circumstances will We be liable in any way for any content or materials of any third parties (including User Data), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that We do not pre-screen content, but that We will have the right (but not the obligation) in Our sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, We will have the right to remove any content that violates these Terms of Use or is deemed by Us, in our sole discretion, to be otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
6.6. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY USER DATA, ACCOUNT HISTORY, AND ACCOUNT CONTENT RESIDING ON OUR SERVERS, MAY BE DELETED, ALTERED, MOVED, OR TRANSFERRED AT ANY TIME FOR ANY REASON IN OUR SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. WE DO NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON OUR SERVERS.

 

7. LINKS TO THIRD-PARTY SERVICES

7.1. The Service may contain links to third-party websites or resources (“Third-Party Services”). Links to Third-Party Services do not imply any endorsement by or affiliation with Us, and We are not responsible or liable for their availability, accuracy, content, products, services, privacy, security, or other practices. This Agreement and Privacy Policy are not in effect on such Third-Party Services, and we have no control over or responsibility for their terms and conditions, privacy policies, or practices, which may differ from ours. You acknowledge sole responsibility for and assume all risk arising from your use of any Third-Party Services or links thereto. Therefore, any dealings You have with third parties found while using the Service (the “User Transactions”) are between You and the third party, and You agree that We are not liable for any loss or claim that You may have against any such third party.
7.2. Third Party Data. All title and intellectual property rights in and to any data of any third party which may be viewed in connection with the Service is the property of the respective data owner and may be subject to terms and conditions of third parties that duly licensed such content to Us (“Third Party Agreements”). We claim no ownership rights and We take no responsibility over any kind of information, offer and recommendation displayed on the Website. You acknowledge that the terms of such Third Party Agreements shall be binding upon You with regard to any use You make under the Service, including any subsequent changes to the Third Party Agreements.
7.3. Third Party Platform. Since a mobile application can be downloaded through third party platforms, service providers or distributers (“Platform Providers”), usage of the Our application may be subject to terms and conditions of Platform Providers and other third parties. Please note that Platform Providers’ terms and conditions may apply on Your usage of the Our application and You hereby agree that it is your responsibility to determine which of the aforesaid terms and conditions are relevant and apply on You, and to refer to and comply with such relevant terms and conditions.
7.4. Photo-Sharing Services. In order to add an Item from a third-party photo sharing service such as Instagram (“Photo-Sharing Service”), You must connect your account on that Photo-Sharing Service to your Account. The first time You do so, You’ll be asked to enter Your Photo-Sharing Service account credentials. By connecting your Account to Your Photo-Sharing Service account, You allow Us to access Your Photo-Sharing Service account information, and You agree to abide by the Photo-Sharing Service’s applicable terms and conditions when You use the Website or Services through that Photo-Sharing Service.

 

8. WARRENTIES AND DISCLAIMERS

8.1. Mutual Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement.
8.2. Disclaimer. YOU HEREBY DECLARE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ALL ORDERS PLACED REGARDING THE SERVICE ON-LINE PURCHASE ARE SUBJECT TO AVAILABILITY AND ACCEPTANCE BY US. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR NEEDS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR BE FREE FROM WEBSITE ERRORS, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED, UPDATED, UPGRADED, FIXED, OR ENHANCED. NO ACTION SHOULD BE TAKEN, DELAYED, OR DEFERRED BASED ON THE ANYTHING FOUND ON THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. WE ARE UNDER NO OBLIGATION TO PROVIDE YOU WITH ANY ERROR CORRECTIONS, UPDATES, UPGRADES, BUG FIXES AND/OR ENHANCEMENTS. YOU ACKNOWLEDGE AND AGREE THAT ANY DATA CREATED UNDER THE SERVICE MAY BE LOST, REMOVED OR DAMAGED.

 

9. INDEMNIFICATION

9.1. You shall indemnify and hold Us and our predecessors, successors, parents, subsidiaries, Affiliates, officers, directors, shareholders, investors, employees, agents, representatives, and attorneys harmless from and against any and all losses, damages, costs and expenses (including attorneys’ fees) arising out of or relating to: (i) Your gross negligence or willful misconduct; (ii) Your use of the Service; (iii) Your User Data; (iv) Your breach of this Agreement; or (v) the use by You of any third party’s intellectually property, or any action or inaction by You that infringes or misappropriates the intellectual property rights of a third party or violates applicable law including any privacy protections laws.

 

10. LIABILITY

10.1. Limitation of Liability. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES PAID TO US BY YOU FOR USE OF THE SERVICE DURING THE PRECEDING THREE MONTH PERIOD.
10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL WE HAVE ANY LIABILITY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

11. TERM AND TERMINATION

11.1. Term of Agreement. This Agreement commences once you access, brows, purchase online or otherwise use the Website and/or on the day You register for the Service and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. We may at any time terminate this Agreement with You if: (i) You have breached any provision of the Agreement (or have acted in manner which clearly shows that You do not intend to, or are unable to comply with the provisions of the Agreement); or (ii) We are required to do so by law (for example, where the provision of the Service to You is, or becomes, unlawful); or (iii) We are transitioning to no longer providing the Service to Users in the country in which You are resident or from which You use the Service; or the provision of the Service to You by Us is, in Our opinion, no longer commercially viable. In the case of each of (i) and (ii) of this paragraph We shall, where possible, give reasonable notice of such termination.
11.2. Term of User Subscriptions. User subscriptions made by You commence on the start date specified in the applicable subscription confirmation and continue for the subscription term specified therein or until the subscription is terminated in accordance with the terms of this Agreement. Notwithstanding anything to the contrary, We may discontinue the Service at any time in Our sole discretion with no notice.
11.3. Surviving Provisions. 6 (Proprietary Rights), 8 (Disclaimer), ‎9 (Indemnification), 10.1. (Limitation of Liability), ‎11. (Team and Termination), and ‎12 (General Provisions) shall survive any termination or expiration of this Agreement.

 

12. GENERAL PROVISIONS

12.1. Suggestions. You hereby grant Us, and We hereby accept a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the Service.
12.2. Availability. We make no representation that Our Items and products are appropriate or available for use in every country of the world. You are responsible for compliance with applicable local laws, keeping in mind that access to Our Items and products may not be legal by certain persons or in certain countries. Our Items and products are available in many parts of the world. However, the Website may identify products that are not available worldwide.
12.3. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the system administrator designated by You for Your Account. Notices to Us shall be to one of the addresses detailed in the “contact us” section on the Website.
12.4. Relationship of the Parties. This Agreement, including any of its provisions, does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.5. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.6. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
12.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.8. Changes to This Agreement. We shall occasionally update this Agreement to reflect changes in Our practices and services. When we post changes to this Agreement, we will revise the “Last Updated” date at the top of this Agreement. If we make any material changes in the way we collect, use, and/or share Your personal information, we will notify You by sending an email to the email address You most recently provided Us in Your Account, profile or registration (unless we do not have such an email address), and/or send a push notification. We recommend that You check the Website from time to time to inform Yourself of any changes in this Privacy Policy or any of Our other policies.
12.9. Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Us (not to be unreasonably withheld). Notwithstanding the foregoing, We may assign this Agreement in its entirety, to any third party, including to Affiliates. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.10. Governing Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel. Each party consents to, and agrees that each party is subject to, the exclusive jurisdiction of the court of Tel-Aviv, Israel, for any litigation arising out of this Agreement.
12.11. Force Majeure. We will not be liable for any Website downtime or for failure to perform Our obligation under this Agreement due to causes beyond Our reasonable control including, but not limited to unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities government priorities, fires, strikes, floods, sever weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Such Website downtime or delay in performance of obligations by Us will extended by the period of such force majeure related delay or We may at our own discretion cancel any subscription Services or remaining part thereof, without liability, by giving notice to You.
12.12. This Agreement, including all Appendixes attached hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.

 

13. DELIVERY TO THE EU, NORWAY, ICELAND AND LIECHTENSTEIN

For the avoidance of any doubt it is hereby stated, we do not provide any Services and/or accept online orders for delivery in the territory of: the European Union, Norway, Iceland and Liechtenstein.

 

Last Updated on the 25th of June 2018