1. REGISTRATION AND USE
1.1 Registration. You acknowledge that you are required to complete a registration form in order to use the Site and/or the Services. You are required to provide correct and accurate information and to maintain and update such information so that it will remain true, accurate, current and complete. If we have reason to believe that you have provided inaccurate, incomplete, non-current or untrue information such conduct will be deemed by us as a severe breach of these Terms and we reserves the right, at our sole discretion, to suspend, restrict or terminate your account.
1.2 Use. Subject to these Terms, you may use the Site and/or Services. You will at all times comply with all applicable laws in your use of the Site and/or Services. You understand and hereby agree that the Services are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, misdelivery or failure to store any of your communications.
1.3 Restrictions. You will not use the Services (a) to send or receive or in any other manner transmit data, information, text, software, graphics, messages or other materials (“Content”) that: (i) infringes upon or violates any patent, copyright, trade secret, trademark or other intellectual property right of any third party, or any applicable law, rule or regulation in any jurisdiction in which Content may be viewed or retrieved; (ii) is invasive of privacy or prohibited by contract; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) harms minors in any way; (v) is used to “stalk” or otherwise harass another; or (vi) you do not have a right to transmit under any law or under any contractual or fiduciary obligation (such as inside information), (b) for any illegal, obscene, offensive or immoral purpose, or (c) to disrupt or interfere with our other end-users. We reserve the right to immediately suspend our provision of the Services if we, in our sole discretion, deem the Content being distributed by you through the Services to be unlawful, pornographic, degrading, likely to incite prejudice or passion or otherwise inappropriate, or if in our sole judgment, you are in breach of this Section 1.3.
2. LIMITED LICENSE
We hereby grant you a personal, limited, revocable, non-transferable and non-exclusive right and license to access the Services; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in all or any part of the Services. You agree not to modify the Services in any manner or form, or to use modified versions of the Services, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by us for use in accessing the Services. Any unauthorized use of the Services terminates the limited license provided to you in this Section 2. Termination for violation of these Terms shall be without prejudice to any other remedy available under applicable law
4. Password and Security
Each employee designated by you will receive a password and account designation upon completing the registration process. Each of your employees is responsible for maintaining the confidentiality of his password and account, and is fully responsible for all activities that occur using such password or account even if he has not authorized such use. You hereby agree to (a) immediately notify us of any unauthorized use of any employee's password or account or any other breach of security of which you become aware, and (b) ensure that each employee exits from his account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3.
5. CONFIDENTIALITY, RECOMMENDATIONS AND ACCESS TO INFORMATION
In connection with your accessing information via the Services and Site, from time to time, we may provide you with suggestions on how to use the information you receive from us to increase team cohesiveness, group effectiveness and to manage your team’s talent so as to increase productivity (the “Suggestions”). Any Suggestions made by us are based upon the information we have received from you and your employees and you acknowledge and agree that such Suggestions are and should be treated as confidential. You are solely responsible for determining if you will use and how you use any Suggestions. You further acknowledge and agree that you are and will remain solely and fully responsible for any outcomes that occur should you choose to use any Suggestions and that we shall have no liability whatsoever for any use or outcome resulting from your use of the Suggestions.
6. DISCLAIMER OF WARRANTIES
(a) You agree that we will not have any liability whatsoever for the accuracy or completeness of any Services; for interruption or delay of any data, information, or Services; for any problems arising out of or relating to any Services; for any failure of the Services or distribution of information by us through the Services; for any failure of the availability of the Internet, any network or any telecommunications connection (including without limitation, your ability to connect to the Internet).
(b) You also agree that we will not have any liability whatsoever for the manner in which the Services are used by you, including without limitation, any changes made by you and/or your employees which are not reported to us. While the Services are intended to be used for scheduling of shift workers and to increase efficiency, we cannot be responsible for your use of the Services and/or the information provided by you for other purposes. By accessing the Site and/or the Services you agree that such use is done voluntarily and you will not hold us, liable for any use of the information you provide.
(c) YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. FURTHERMORE, THE SITE MAY BE SUBJECT TO CHANGES IN OUR PRACTICES AND POLICIES REGARDING VARIOUS FEATURES INCLUDED ON THE SITE. IN ADDITION, WE GIVE NO WARRANTY REGARDING THE ONGOING NON-INTERRUPTABLE AVAILABILTY OF THE SITE AND/OR SERVICES OR THE TIMES AT WHICH IT WILL BE AVAILABLE. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEOR NON-INFRINGEMENT AND/OR QUALITY OF SERVICE. WE MAKe NO WARRANTY THAT THE SITE AND/OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU UNDERSTAND AND AGREE THAT THE USE OF THE SITE AND/OR THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPOSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR DATA STORED ON IT.
7. LIMITATION OF LIABILITY
In no event will we BE LIABLE for any special, INCIDENTAL, indirect or CONSEQUENTIAL damages WHATSOEVER, including, but not limited to, losS OF profits, OR CONFIDENTIAL OR OTHER INFORMATION; FOR BUSINESS INTERRUPTION; FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE; FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER; OR FOR losses and damages that result from inconvenience, delay or loss of use of any INFORMATION or services, even if we HAve been advised of the possibility of such damages or losses. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100.00).
9. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
10. PROPRIETARY RIGHTS
We are the sole owner of all the intellectual property, and in particular the copyright, trademarks (including, without limitation, Otipo™ and Otipo.com™), database and patents, in the Site and in any software, application, graphics, text and other materials used therein.
These Terms do not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect of the Site and/or the Services. You may not create derivative software based upon any of our trade secrets, intellectual property or proprietary information.
You may not adapt or use any trademark or trade name or domain name similar to or likely to be confused with that of ours, or take any other action that infringes upon or impairs our trademark rights.
We respect the intellectual property rights of others. If you believe that a work has been copied on the Site in a way that constitutes copyright infringement, please notify our agent for notice of claims of copyright or other intellectual property infringement at:
11. MODIFICATION OF TERMS OR SERVICES
We may change these Terms from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. Your continued use of the Site and/or Services signifies your consent and agreement to the Terms as modified.
You hereby agree and acknowledge that we are permitted to limit, disable, eliminate or cancel some or all of the functionality of the Site and/or Services at any time and these Terms, as modified from time to time, will continue to apply to the Services as modified. You agree that we will not be liable to you or to any third party for any such modification, suspension, or discontinuance of the Site or the Services.
12. NO ASSIGNMENT
You shall not assign your rights and obligations under these Terms, in whole or in part, whether voluntarily or by operation of law, without the prior, our written consent. Any purported assignment by you without prior written approval will be null and void and of no force or effect.
13. GENERAL INFORMATION
(a) Entire Agreement. These Terms constitute the entire agreement between you and us relating to the Site and the Services and govern your use of the Site and the Services, superseding all prior agreements between you and us. (b) Jurisdiction; Choice of Law. These Terms will be governed by the laws of the State of Israel without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the competent courts located within Tel Aviv, Israel. (c) No Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. (d) Severability. If any provision of these Terms 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 such provision, and the other provisions of these Terms will remain in full force and effect. (e) Compliance with Laws. You are responsible for compliance with applicable local laws. (f) No Agency; Third Party Beneficiaries. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms. Neither of us intends that any third party will be a beneficiary of or entitled to rely on any part of these Terms. (g) Paragraph Headings. The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect.
We suggest that you print out a copy of these Terms for your records.