Last updated: March 2023

These Terms of Use are a binding agreement between Truvid Inc. ("Company," "us" "our" or "we") and you, the person or legal entity who uses (the "User," "you" "your") this website and any of its subdomains, related forms, landing pages (together, the "Website"), and any content, material, product, service or feature provided or made available through the Website (together with the Website, the "Services"). These Terms of Use, together with any other agreements, policies (including the Privacy Policy available at: https://truvid.com/terms/privacy-policy or any other terms incorporated thereto by reference shall hereby be collectively referred to as the "Terms".

By accessing or using our Services, you agree to these Terms. Your use of the Services is expressly conditioned on your compliance and consent with these Terms. If you do not agree to any of the provisions of the Terms you should immediately stop using the Services.

Use of and access to the Services are void where prohibited by law. By using the Services, you represent and warrant that your use of the Services does not violate any applicable law or regulation, and that you are above the age of majority as determined by the applicable law in your jurisdiction of residency.

The Services; Restrictions On Use

We grant you a personal, non-transferable, non-exclusive, revocable, limited license to access and use the Services solely as permitted by these Terms. We reserve all rights not expressly granted to you by these Terms. 

Except as permitted through the Services or as otherwise permitted by us in writing, your license does not include the right to:

• license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Services, our Website, or any content made available through our Services.
• modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Services.
• access the Services or any content made available through our Website in order to build a similar or competing website, product, or service, unless otherwise agreed or licensed by us.
• reproduce, duplicate, copy or re-sell any part of our Services, unless otherwise agreed by us pursuant to a licensing agreement.

Without derogation from any other restrictions on your use of the Services contained herein or elsewhere in these Terms, you may only use the Services for lawful purposes, and you will not:

• use the Services in any way which breaches any applicable local, national or international law or regulation, or in any way that is unlawful or fraudulent.
• attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services).
• knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
• act in any manner that could interfere with, damage, disrupt, or negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner.
• use the Services (including any webpage or data that passes through our web domain), domain names, URLs, databases, functions or its content other than for private, non-commercial purposes.
• use of any automated system, software, or manual process, whether operated by a third party or otherwise, to extract any data from the Services absent our written consent.
• act in any way which would infringe ours, or any person or entity's intellectual property, or any other proprietary rights.
• attempt to harvest, collect, gather or assemble information or data regarding the Website, the Services, the content or any other user of the Services.

Intellectual Property

The Company owns (or has valid authorizations or licenses required for) the Services, as well as the materials provided through its Services, including all worldwide intellectual property rights in the Services, and the trademarks, service marks, and logos contained therein (subject to such trademarks, service marks, and logos which are expressly denoted as belonging to third parties). All rights in the foregoing and all rights not expressly granted hereunder are reserved by the Company to the fullest extent permitted under any applicable law. In addition, we will own any intellectual property in respect of features or functionalities of the Services that are based on your suggestions, improvements or feedback. You hereby grant us a license to use the data inputted by you for the purpose of using the Services or facilitating the use of the Services, including any feedback, comments or suggestions provided by you to enable us to provide the Services or to incorporate the feedback into the Services. 

Except as expressly permitted herein, you may not copy, modify, duplicate, distribute, display, perform, sublicense, decipher, decompile, reverse engineer, translate, port, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Services, any content appearing on the Services, or any material that is subject to our proprietary rights. You may not use any of the foregoing to create any software or service similar to the Services. 

You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of the Company or any third party.

You may not or attempt to (a) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content; (b) use any robot, spider, website search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Service; or (c) harvest, collect or mine information about users of the Services.

Breach of our Terms

We take all breaches of our Terms seriously and if we do consider that a breach of these Terms has occurred, we may take such action as we deem appropriate, which may extend to any one or all of the following (without limiting any right or remedy available to us under applicable laws):

The immediate, suspension or permanent removal of your right to use our Services;

Issuing a warning to you;

Legal action against you, which may extend to legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and

Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude any and all liability for all actions we may take in response to breaches of our Terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

Third Party Websites

The Services may contain links to websites or services that are not maintained by the Company. Links to third party websites or services are provided for your convenience and information only. Third party websites and services are not under the Company’s control and the Company is not responsible for the content or accuracy of those websites or services offered on or through those links. The inclusion of a link through the Services does not imply the Company’s endorsement of the third party website or services or that the Company is affiliated with the owners or sponsors of those websites or services.

You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external websites, services, resources or advertisements, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources. We recommend that you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each other website or services that you visit or use.

Disclaimers of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF THE SERVICES, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPLICITLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND QUALITY OF SERVICE. THE USE OF THE CONTENT PROVIDED IN THE SERVICES IS AT THE USER'S SOLE RESPONSIBILITY AND THE COMPANY SHALL NOT BE RESPONSIBLE FOR, AND SHALL NOT BE HELD LIABLE, IN ANY WAY, FOR ANY DAMAGE OR LOSS THAT MAY BE CAUSED, EITHER DIRECTLY OR INDIRECTLY, DUE TO THE USE OF THE SERVICES. THE COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS, WILL BE FREE FROM VIRUSES OR THAT DATA AND CONTENT OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE OR CURRENT, OR THAT THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND SOLE RISK AND THAT THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR DATA STORED ON IT, IS SOLELY YOURS. 

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.  ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE COMPANY (INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES, OR IMPROPER USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE COMPANY MAY CHANGE THE SERVICES IN WHOLE OR IN PART IN ITS SOLE DISCRETION WITHOUT NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU WHATSOEVER IN CONNECTION THEREWITH. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Indemnification

You shall defend, indemnify, and hold harmless the Company, its affiliates and each of their employees, contractors, directors, officers, suppliers, agents, service providers and representatives from all liabilities, losses, claims, and expenses (including without limitation to reasonable attorney’s fees), including, but not limited to, with respect to any third party claims that arise from or relates to: 

1. your access, use or misuse of the Services;
2. your breach of any provision of these Terms or of any applicable law, contract, policy, regulation or other obligation;
3. your negligence, intentional misconduct, or fraud.

The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and fully cooperate with the Company in connection therewith. 

Changes to the Services

We reserve the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, in whole or in party, the Services without notice, at any time. You agree that your continued use of the Services following such modifications constitutes your acceptance of such modifications. 

Term and Termination

These Terms commence upon your first use of the Services and will remain in effect until terminated or expired. You may stop using the Services at any time, at your sole discretion. The Company may stop providing the Website, and may terminate use of it at any time upon its sole discretion without giving notice of termination to you. Upon any termination, (a) the rights granted to you in these Terms will end; (b) you shall stop using the Services.

The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. 

Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.

Governing Law and Jurisdiction

These Terms are governed by the laws of Israel, and the competent courts of Tel Aviv shall have exclusive jurisdiction over all disputes between the parties related to these Terms; notwithstanding the foregoing, the Company may file a suit for collection of payment in any country where you or your entity are located. 

General
 

Changes to Terms. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Website. You are responsible for checking the Website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.

Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.

Waiver. No failure or delay on the part of any party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. 

Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Company.

Entire Agreement. These Terms contain the entire agreement between Company and you relating to your use of the Services and supersedes any and all prior agreements between Company and you in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms.

Assignment. You may not assign your rights or delegate your obligations under these Terms without Company's prior written consent. Any purported assignment contrary to this section will be null and void and without effect. Company may assign its obligations under these Terms without your consent and without notice or obligation to you.

No Third-Party Rights. There are no third-party beneficiaries to these Terms.

Force Majeure. Company shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, or (d) other similar cause beyond Company's reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Services shall not be deemed within Company's reasonable control.

Communication

If you have any questions about these Terms or about the Company in general, please contact us using the "About" form available here: https://truvid.com/about. 

Please note that depending on the nature of your inquiry, and in order to allow the appropriate handling thereof, we may request that you provide additional information.