Terms of Use

This Website and our web-based Platform-as-a-Service Apollo marketplace platform is owned by and operated by Kndy’s Technologies Ltd., a corporation duly registered under the laws of the state of Israel (“We”, “Us”).

We provide merchants and anyone on their behalf (“You” or “User”) a comprehensive e-commerce web-based platform that enables Users to create and manage their own customized online marketplace with a supporting mobile application (the “Website”, “Application” and together the “Platform” or “Apollo”). Among other features, the Platform includes a range of tools, including API’s, for Users to build, customize and manage online marketplaces, The Platform also includes Our proprietary website and mobile application, which we will adapt to You as part of the Services (separately the: “Application”). Any new features or tools which are added to the Platform will also be subject to these Terms of Service. You can review the current version of the Terms of Service at any time on HERE.

Use of the Platform and Services is conditioned upon your acceptance of and adherence to these Terms of Service and all terms, conditions, policies and notices stated herein or maybe applicable from time to time.

These Terms of Service (“Terms of Service”, “Terms” or the “Agreement”) serve as a legally binding agreement between You and Us and will govern our relationship for all intents and purposes. Thus, please read this Agreement carefully before You or anyone on your behalf or permission, accesses or uses the Platform, or any part thereof.

By visiting the Website or using, accessing, or registering to the Platfrom, you engage in our “Services” and explicitly agree to be bound by these Terms of Service, including those additional terms and conditions and policies referenced herein and/or otherwise applicable from time to time. These Terms of Service apply to all Users and by any means of communication and/or device.

If you do not agree to all the terms and conditions of this Agreement, then you must refrain from using or accessing the Platform in any way, using the Services, or any part thereof. Your request to open an Account through the Platform is considered an offer and acceptance is subject to our sole discretion and is expressly limited to these Terms of Service.

We reserve the right to deny access to the Platform in accordance to our sole discretion. Any breach or violation of any of the Terms will result in an immediate termination of your access to the Platform and we reserve the right to refuse or deny service entirely.

REGISTRATION, ACCOUNT & USE OF THE PLATFORM

1.1  Our engagement is subject, in addition to these Terms of Service, to a Purchase Order which will be separately executed between You and Us (the “Purchase Order”). The Purchase Order and its terms form a part of these Terms of Service.   

1.2  During Your use of the Platform, We provide the following services to You (the: “Services”): preliminary adaptation, providing access to use the Platform subject to the Your usage limitations prescribed in the Purchase Order, infrastructure services, basic backup services, support and maintenance service. The scope of the Service will apply specifically to each User pursuant to the applicable Purchase Order as well as these Terms.

Preliminary Adaptation means: implementing certain parameters that enable Users to create their costume-made marketplace through the Platform, such as adapting colors, implementing User details and trademarks in the Application, integrating User’s own legal and privacy terms etc.

1.3  To access and use the Platform and receive the Services, you must register to the Platform by opening an account (“Account”) and paying the prescribed fee as determined in the Purchase Order. To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated from time to time by Us as required. You will be required to choose a username and password (the: “Credentials”). We may refuse your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

1.4    The Account will be hosted by Us and We will assign root Domain Name to Your Account. We allow You, at Your discretion to choose Your own designated Domain Name. We are not responsible under an circumstances for Your designated Domain Name of choice.

1.5  You are exclusively responsible for the confidentiality and confidence of Your Credentials and We will not be responsible or liable in any way to any damages or losses You may sustain due to disclosure, wrongful, unpermitted and/or unlawful Use of Your Credentials.

1.6  You may access the Account and use the Platform by Yourself or through Authorized Users as applicable by Your Tier of choice (the: “Authorized Users”). Authorized Users will have the same authorizations in the Platform to access all the tools of the Platform.

1.7  You and anyone on Your behalf using the Platform including Authorized Users must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Platform and create an Account.

1.8  The person signing up for the Platform by opening an Account will be registered as the point of contact between Us and You (“Contact Person”). You are responsible for ensuring that the name and details of the Contact Person (including the legal name of the company that owns the Account, if applicable) is clearly visible on the Platform.

1.9  You are responsible for ensuring Your Authorized Users, employees, agents and subcontractors comply with these Terms of Service. You acknowledge and agree that You will be responsible for the performance of all of obligations under the Agreement, regardless of whether Your sublicenses, subcontracts, Authorized Users any such obligations to any third party, including but not limited to any affiliates or subsidiaries.

1.10 You confirm that you are receiving any Services and using the Platform in general for the purposes of carrying on a business activity and not for any personal, household or family purpose.

1.11 You are solely responsible to any and all content which You make available through Your Account, including any trademarks or copyrighted works, goods & services, payment methods, marketing, communications with end-users. Etc (“Content”). Notwithstanding anything to the contrary, We do not pre-screen Content and it is in Our sole discretion to refuse or remove any Content from any part of the Platform, including if we determine in accordance to Our sole discretion that the goods or services that you offer through the Platform contradict or violate these Terms of Service or if Your Account is suspected of any unlawful or illicit conduct.

1.12 You are solely responsible and liable for Your use of the Platform and any business, transactions and activities carried out by You or any of Your end users. You are solely responsible for any content created for or posted on the Platform regarding Your Account and understand that We do not control such content. Without limiting the foregoing, You are solely responsible for operating the platform with regards to Your Account in accordance with all applicable laws, rules and regulations and these Terms of Service. We reserve the right to remove any and all content from the Platfrom or temporarily suspend it when such removal or suspension is necessary to remove content that is not compliant with the terms and conditions of this Agreement.

1.13 The Platform may not be used for business, transactions and activities that are illegal under any law or statute and/or are, to Our sole discretion, harmful, illicit and/or fraudulent. The following is a non-exhaustive list of goods/services which are strictly prohibited from the Platform:

1. Perishable Goods;

1. Defective or recalled goods;

1. Animal products, such as items created using any animal species designated by any applicable law as threatened or endangered.

1. Blood, bodily fluids, body parts and/or human remains;

1. Alcoholic beverages;

1. Tobacco products (including vapes and e-cigarettes);

1. Counterfeit currency, stamps or coins;

1. Counterfeit products;

1. Stolen goods and/or property;

10)   Antique items which are regulated by any applicable law;

11)   Official uniforms, IDs and licenses;

12)   Databases containing personal data;

13)   Identity documents, personal financial records and personal information (in any form, including mailing lists).

14)   Prescription drugs, medicines, supplements and devices including prohibited drugs and narcotics;

15)   All types of illegal products, items, instruments (including technologies) which promote, encourage or facilitate illegal or fraudulent activity;

16)   Hazardous materials and controlled chemical substances;

17)   Obscene material and all types of pornography, and/or pictures or images that contain nudity;

18)   Stocks and other securities, investment consultancy, Forex, Binary, CFD’s and any other similar instruments of financial dealings;

19)   Lottery tickets, sweepstakes entries, slot machines and gambling;

20)   Used cosmetics;

21)   Firearms and related items (such as firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear gas, stun guns, switchblade knives, and martial arts weapons);

22)   Items or listings that promote, support or glorify hatred towards people or otherwise demonise people based upon: race, ethnicity, national origin, religion, sex, disability, or sexual orientation or items;

23)   Items that are subject to trade restrictions, as well as export or import restrictions or prohibitions.

1.14 Furthermore, You agree not to use the Platform in any other way that harms or may harm our reputation, or which may impair in any way Our ability to Provide the Platform and Services to other Users.

1.15 You are solely liable and responsible for any and all business dealings and transactions performed by You or that You directly or Indirectly benefit from through the Platform, including to any product or service offered or made available by You. 

1.16 You undertake to include updated and properly drafted terms of use, terms of sale, return policies, privacy policies, data protection and any other legal arrangement including any legally mandated documents (together the: “Legal Statements”). In addition to any required legal provision, You are required to include in Your Legal statements the following provisions:

a)   That the end User has no relationship with Us and we do not carry any liability towards Your end users and that any communication including complaints should be brought directly to You;

b)  That we are not responsible for any damages or losses sustained by end users due to use of the Platform through Your Account.

c)   That You and not Us are responsible to all the goods, services and Contents in Your Account.

d)   That the Platform is hosted by Us and exclude and wave, to Our benefit, any and all responsibilities and/or liabilities between Us and Your end users.

e)   That we receive data from You and/or Your use of the Platform, in Our capacity as Data processors, among others, personal data regarding Your end users.

f)   To allow the end user to terminate its engagement with You without any restrictive, unwarranted, terms.

1.17 You shall ensure that the Legal Statements are available to the end users at all times and that such end users have duly accepted and shall comply with the Legal Statements.

1.18 Nothing in this section shall create an obligation for Us to supervise that You maintain Legal Statements, but we may refuse to provide Service, withhold Your Account or terminate Your use of the Platform entirely for failing to do so in accordance to Our sole discretion.

1.19 You are solely responsible for ensuring that the personal data relating to Your end-users is collected and processed in accordance with all applicable laws. All processing of personal data by Us on Your behalf shall be subject to the Data Processing Agreement between US. Data Processing as may be applicable from time to time.

1.20 The use of Our Application is also subject to, and you must adhere and comply with the then applicable rules, policies and terms and condition of Google Play Store and the Apple Store.

PROHIBITED USE

2.1  You may use, engage in or access the Platform strictly in accordance with the provisions of these Terms of Service.

2.2  In addition to other prohibitions as set forth in the Terms of Service, You and anyone on Your behalf are prohibited from using the Platform or any part thereof, whether directly or indirectly as follows:

a.   for any fraudulent, unlawful or illegal purpose;

b.   to use the Platform or any part thereof, whether directly or indirectly, for commercial or marketing purposes other than as specifically allowed by these Terms;

c.   to solicit others to perform or participate in any fraudulant, unlawful or illegal acts;

d.   to copy, publish, distribute, make derivative works or use in any other manner any and all of our intellectual property rights or the intellectual property rights of others;

e.   to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on sex, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

f.    to submit false or misleading information;

g.   to upload or transmit viruses or any other type of malicious code or malware that will or may be used in any way that will affect the functionality or operation of the Platform or any part thereof;

h.   to collect, harvest or track the personal information of others and create a data base from such actions;

i.    to spam, phish, pharm, pretext, spider, crawl, or scrape or perform any other similar activities;

j.    for any obscene or immoral purpose or any purposes that contradict public policy or the public safety; or

k.   to interfere with, circumvent, access, breach, amend, tamper, disassembly, de-compile and/or reveres engineer the Platform’s security features, the source code or infrastructure of the Platform (including the App) or any other website, app or any online space including, but not limited to, by sending commands or requests to our servers, whether manually or automatically in such quantity or frequency that a human cannot perform and which creates an overload on the Platform’s servers or hosting services, and thwarts or interferes with the Platform’s proper function.

2.3  We reserve the right to terminate your use of the Platform and Services, Your Account or your access thereto for violating any of the prohibited uses, in part or in whole and without prior notice to You.

2.4  Any action or activity not explicitly permitted by these terms of service is strictly prohibited.

LICENSE

3.1  Subject to full payment of the prescribed fee pursuant to the Purchase Order. and to Your full compliance with these Terms, We grant you a limited-in-time, personal, non-exclusive, revocable, non-transferable, non-sublicensable, worldwide, specific license to use the Platform solely for the purposes prescribed in these Terms.

SERVICE LEVEL

4.1  The level of service will be determined by Your Choice of Tier, indicated in Your Purchase Order.

4.2  We will provide You with Support services for the Platform in the scope and manner provided below (herein “Support”) and according to these Terms. The Support We provided in accordance with this document will be at no additional cost. Any support requested by You and provided by Us outside of the scope of Support will be considered as chargeable consultancy unless we determine otherwise. Additional support services will incur our standard fee as may be applicable from time to time.

4.3  We will use reasonable commercial efforts to keep the Platform available 24/7 with an uptime percentage as high as possible.

4.4  If the Platform has uptime of less than 95% of the time during any calendar month, You are entitled to Support Credits (“Support Credit”) in accordance with the following table. by requesting the Support Credit from Us writing within thirty (30) days from the end of the relevant calendar month:

4.5  We will deduct any eligible Support Credit from Your next monthly invoice. Support Credits may only be granted as of deduction from future invoices, and are under no circumstances paid or reimbursed as refund to You. In event that this Agreement is terminated for any reason, any outstanding Support Credits will be revoked.

4.6  Support Credits may only be used in each specific calendar month. Support Credits may not be accrued. 

4.7   The Support Credits are calculated based on the monthly fee, and shall not affect any transaction commissions or other forms of payments paid to Us.

4.8  When calculating the monthly availability, any downtime of the Service shall not be taken into account the following circumstances:

1. Any failure under circumstances which are not in Our control and/or responsibility even if any circumstance may have been expected , including any force majeure;

1. Any failure due to any action, tools, instruments of third party used;

1. Any actions or inactions by You or any party acting on Your behalf;

1. Scheduled maintenance including updates.

4.9  It is agreed that Support Credits constitute the sole and exclusive remedy You are entitled to for any downtime of the Platform.

INTELLECTUAL PROPERTY

Our Intellectual Property Rights:

5.1  All trademarks, trade-names, designed logos, trade-dress, slogans, domain names including Apollo Trade name and designs ("the Trademarks"), any copyrightable works including but not limited to softwares, applications, source code, API's UX and UI, texts, photos, illustrations, videos (the Copyrighted Works) and any other, ideas, inventions, patents, designs, trade-secretes, Know-How (all together the “Intellectual Property”), whether registered, pending or not, whether an Intellectual Property notice or legend such as copyright notice or trademark notice are included or not, displayed on the Platform are Our sole and exclusive proprietary and title or the proprietary of third parties which licensed their Intellectual Property to us. You are not permitted in any way to use the Intellectual property, directly or indirectly, by Yourself or through any third party on Your behalf and for any purposes, personal, commercial, not for profit or otherwise.

5.2   Nothing in this Agreement or Your Use of the Platform grants You or any third party on your behalf any proprietary rights, title or any other interest, including but not limited to, licenses in our Intellectual Property. Thus, any use, sale, lease, change, copying, downloading, disseminating, publishing, advertising, transferring, making derivative works etc., are strictly prohibited. Any use in our Platform not explicitly permitted under this Agreement constitutes infringement of Our rights, including intellectual property rights.

5.3  Certain areas or activities in the Platform enable user generated content. The copyrights of user generated content is not assigned to Us, but by uploading user generated content We are granted a perpetual, non-exclusive, non-limited, royalty-free (or any other consideration), assignable and/or transferable, sub-licensable, worldwide license, to perform any action whether in Our Platform or in any other systems or mediums (including other applications, software, websites or social media) now or in the future.

5.4  You or Your end users are solely responsible for user generated content including, but not limited to, its use and publication in the Platform. We do not endorse or agree to any user generated content and are not liable or responsible, directly or indirectly, to user generated content and any ramifications or consequences.

Your Intellectual Property

5.5  We do not claim ownership of the Content you provide to the Platform; however, We do require a license to those Content. You grant Us a perpetual, non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, publish, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Content provided by you in connection with the Platform. We may use our rights under this license to operate, provide, and promote the Platform and to perform our obligations and exercise our rights under these Terms. You represent, warrant, and agree that you have all necessary rights in the Content to grant this license. You irrevocably waive any and all moral rights you may have in the Content and agree that this waiver may be invoked by anyone who obtains rights in the materials through Us, including anyone to whom We may transfer or grant (including by way of license or sublicense) any rights in the Content.

5.6  Canceling (for any reason) your Account does not terminate any rights or licenses granted to Us in the Content that We require to exercise any rights or perform any obligations that materialized during the Term.

5.7  You agree that We can, at any time, review, moderate, and delete any or all of the Content submitted to the Platform, although We are not obligated to do so.

Copyright Take Down Notice

5.8  If you are a third party and you have found that certain content available in our Platform infringes, to your opinion, your intellectual property rights and/or privacy right and/or is defamatory, or infringing or harmful in any other way (Harmful Content) please contact us, and we will endeavor to remove any Harmful Content, subject to an internal inquiry.

5.9  It is important to note that any user generated content is uploaded to Our Platform in the sole responsibility of the User. While we make efforts to prevent the appearance of Harmful Content, we do not control user generated content and we do not undertake any responsibility for Harmful Content and/or any damage, direct or indirect, monetary or other, which may be inflicted on other Users or third parties.

CONFIDENTIALITY

6.1  “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.  Our Confidential Information includes all information that you receive relating to Us, the Platform or to the Services, that is not known to the general public.

6.2  Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it should take to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove by recorded evidence: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

FEES AND PAYMENT TERMS

7.1  Fees may be applicable to the use of the Platform in accordance with the provisions of the Purchase Order.

7.2  In Addition to any applicable fee in accordance with You choice of Tier (as indicated in the Purchase Order), We will collect an additional fee as follows: If in any given calendar month Your turnover from the Platform reaches USD100,000 or higher, will incur additional 1% + VAT (as applicable) from total gross turnover. 

7.3  We are entitled to update price lists from time to time and in accordance to our sole discretion. We shall notify You of a change in the fees charged for using the Platform at least sixty (60) days in advance. Should You wish not to accept such change in fees, You may terminate this Agreement in accordance with Section 11 below.

7.4  Any delay in payments shall accrue interest of 5% present annum. We reserve the right to suspend Your Account due to any payments that remain unpaid and until you settle any debt to our full satisfaction.

7.5  All listed fees and any amounts payable are net amounts exclusive of possibly applicable VAT, sales tax, or any other applicable taxes and charges imposed by any government entity in connection with Your use of the Service.

THIRD PARTY SERVICES AND LINKS

8.1  We may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.

8.2  Any use by you of Third Party Services offered through the Platform is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.

8.3  We do not provide any warranties or make any representations to You with respect to Third Party Services. You acknowledge that We have no control over Third Party Services and will not be responsible or liable to You or anyone else for such Third Party Services. The availability of Third Party Services or the integration or enabling of such Third Party Services with the Platform does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Us. We do not guarantee the availability of Third Party Services and you acknowledge that We may disable access to any Third Party Services at any time at Our sole discretion and without notice to you. We are not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. We urge You seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.

8.4  If you install or enable a Third Party Service for use with the Platform, you grant Us permission to allow the applicable Third Party Provider to access your data and other Content and to take any other actions as required for the interoperation of the Third Party Service with the Platform, and any exchange of data or other Content or other interaction between you and the Third Party Provider is solely between You and such Third Party Provider. We are not responsible for any disclosure, modification or deletion of Your data or other Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to Your data or other Content.

8.5  The relationship between You and any Third Party Provider is strictly between You and such Third Party Provider, and We are not obligated to intervene in any dispute arising between you and a Third Party Provider.

8.6  Under no circumstances will We be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations will apply even if We have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

8.7  You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

9.1  We do not guarantee, represent, or warrant that your use of Our Platform or Services will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the Platform and Services will be accurate or reliable or as you expected them to be.

9.2  You expressly agree that Your use of, or inability to use, the Services or the Platform is at your own risk. The Platform and Services and an content or information we make available are provided 'AS IS’ and 'AS AVAILABLE' for your personal use, without any representation, warranties or conditions of any kind, either expressed or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

9.3  Your ability to use the Platform is subject to the proper functioning of the electric grid and internet connection and, in addition, is subject to the properties and specifications of the device you are using to engage the Platform. under no circumstance will we be responsible or accountable for any costs, damages, losses or expenses, whether direct or indirect, incurred as a result of Your failure or inability, in part or in whole, to access, engage or use the Platform, as a result of the device You are using or for reasons emanating directly or indirectly from connectivity.

9.4  In no case shall We, our directors, officers, employees, affiliates, agents, contractors, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from Your use of any of the Platform, or for any other claim related in any way to Your use of the service or any product, including, but not limited to, any errors, inaccuracies or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Platform including  the App or any content  posted, transmitted, or otherwise made available via the Platform, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

9.5  In any case, Our total aggregate liability towards You or anyone on Your behalf with regards to this Agreement is limited to the sum fees paid by You in according to the Agreement during a limited three (3) month term preceding the incident on which the relevant claim is based.

10.  INDEMNIFICATION

10.1    You agree to indemnify Us and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, defend and hold harmless, from any claim or demand, including reasonable attorney fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

11.  TERMINATION

11.1    The term of this Agreement will commence on the date of Your completed registration for Platform and continue until terminated by us or by you, as provided below.

11.2    You may cancel your Account and terminate the this Agreement at any time by contacting Our support services and then following the specific instructions indicated to you in response.

11.3    Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time, including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Platform. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

11.4    Upon termination of the Services by either party for any reason:

1. We will cease providing you with the Platform’s services and you will no longer be able to access your Account;

1. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

1. any outstanding balance owed to Us for your use of the Platform through the effective date of such termination will immediately become due and payable in full; and

1. your Account and Contents will be taken offline.

11.5    Any Sections of this Agreement that by which their nature are intended to survive the termination of this Agreement, such as confidentiality, IP, payments etc, shall so survive.

12.  ENTIRE AGREEMENT

12.1    The failure of Us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision and will not be held as precedent for future actions.

12.2    These Terms of Service and any policies or operating rules posted by us on the Website and/or the App or in respect to The Services constitutes the entire agreement and understanding between you and us and govern Your use of the Services, the App and Platform, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

12.3    Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

13.  AMENDMENTS TO THE PLATFORM AND THIS AGREEMENT

13.1   We reserve the right to modify in whole or in part, the Platform at any time and in accordance to our sole discretion and without prior notice to you. Nevertheless, we have no obligation to update any information on the Platform. You agree that it is your responsibility to monitor changes to our Platform.

13.2  We reserve the right, at our sole discretion and without prior notice to you, to update, change, amend or replace entirely any part of these Terms of Service. Changes made to these Terms will be effective immediately upon their publication on the Website. It is your responsibility to periodically review these Terms for changes. Your continued use of or access to the Website following the posting of any changes to these Terms of Service constitutes your explicit consent to any such changes.

14.   INDEPENDENT CONTRACTORS

14.1                 Nothing in this Agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between Us and You. We are not acting as Your representative or agent with respect to the Platform. Our relationship is of independent contractors.

14.2                 For the avoidance of any doubt, You may not make any commitments, warrants or undertakings on Our behalf.

15.   SEVERABILITY

In the event that any provision of these Terms of Service, or any part thereof is determined by a competent authority to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service and replaced by an enforceable and valid provision which reflects the parties intentions under this Agreement. Such determination shall not affect the validity and enforceability of any other remaining provisions.

16.  ASSIGNMENT

You may not assign this Agreement or any of Your rights and obligations hereunder to any third party. We may assign this Agreement and any of its rights and obligations under this Agreement in accordance to Our sole discretion.

17.  GOVERNING LAW AND JURISDICTION

17.1    These Terms of Service and any separate agreements whereby we provide you Services shall only be governed by and construed in accordance with the laws of the state of Israel without regard to the conflict of laws provisions thereof.

17.2    The parties agree and concede to submit to the sole and exclusive jurisdiction and authority of the competent courts of Tel Aviv, Israel to reside over all matters, disputes or conflicts of any kind, relating or emanating to this Agreement, directly or indirectly.