Last Modified: January 1, 2020

Acceptance of the Terms of Use

These terms of use are entered into by and between you (user accessing and/or using the defined below Website or making any attempt to access or use such Website) (“You” or “User”) and Tracense Systems Ltd., registered under the law of the state of Israel (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of our website at www.tracense.com (the “Website”) and any of our related features, services, including any associated mobile application.

These Terms of Use will be effective as of the date that you entered the Website. PLEASE READ THE TERMS OF USE CAREFULLY. BY ENTERING THE WEBSITE, YOU AGREE TO BE BOUND AND ABIDE BY THE TERMS SET FORTH HEREIN AND OUR PRIVACY POLICY FOUND AT [tracense.com/privacy-policy] (THE “PRIVACY POLICY”), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF USE OR PRIVACY POLICY, PLEASE LEAVE THE WEBSITE. IF YOU ARE USING THE WEBSITE ON BEHALF OF A BUSINESS OR SOME OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO GRANT ALL LICENSES SET FORTH IN THESE TERMS OF USE AND TO AGREE TO THESE TERMS OF USE ON BEHALF OF THE BUSINESS OR ENTITY.

  1. Changes to the Terms of Use.

                            We may revise and update these Terms of Use from time to time in our sole discretion and without prior notices, except that we will post a notice of any material changes to the Terms of Use on the Website, including, but not limited to, changes to the dispute resolution, governing law and jurisdiction provisions set forth herein. All changes are effective immediately when we post them.

  1. Intellectual Property Rights.
    • The Website, and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, as well as all of the character designs and associated artwork), are owned by the Company, its licensors or other providers of such material and are protected by Israeli and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
    • You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Website. You must not: (i) modify copies of any materials from the Website; (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website; or (iii) access or use for any commercial purposes any part of the Website.
  1. Trademarks. The Company name, Tracense logo, TS100 logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.
  2. Reliance on Information Posted.

                            The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

  1. Indemnification. You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use.
  2. Governing Law and Jurisdiction.
    • All matters relating to the Website these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of Israel without giving effect to any choice or conflict of law provision or rule.
    • Any legal suit, action or proceeding arising out of, or related to, these Terms of Use shall be instituted exclusively in the courts of the state of Israel in each case located in Tel Aviv. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  3. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  4. Waiver and Severability.
    • No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
    • If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
  5. Miscellaneous.
    • Entire Agreement. The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and the Company and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.
    • User may not assign this agreement without the prior written consent of the Company, and any assignments in violation of the foregoing shall be void. Nothing in this Agreement is intended or will be construed to give any person, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any other provision contained herein.
    • Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement.
    • Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the Company at the address stated above, and to User, according to the details provided in the Account Details or otherwise obtained by the Company. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.