The Customer agrees that We may change any part of the Platform, including its content, at any time or discontinue the Platform or any part thereof, for any reason, without notice and without liability. You declare that by acceptance of these Terms and/or by using the Platform, you are of legal age to form a binding contract with Complyt. If you are agreeing to be bound by these Terms on behalf of the Customer or other entity, you represent and warrant that you have full legal authority to bind the Customer or such entity to these Terms. If you do not have the requisite authority, you may not accept these Terms or use the Platform on behalf of the Customer or other entity. You may not use the Platform and may not accept these Terms if you are a person barred from using the Platform under the laws of the country in which you are a resident or from which you use the Platform.
We may, in our sole discretion, refuse to offer our services to any person or entity. We further may, without notice and in our sole discretion, terminate Customer’s right to use the Platform, or any portion thereof, and block or prevent Customer’s future access to and use of the Platform or any portion thereof.
If you violate these Terms, Complyt reserves the right to issue you a warning regarding the violation or to immediately terminate or suspend your use of the Platform. You agree that Complyt does not need to provide you notice before terminating or suspending your use of the Platform, but it may provide such notice in its sole discretion.
Grant of License
Subject to Customer’s agreement and compliance with these Terms, Complyt grants the Customer a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited scope license to use the Platform. Use of the Platform shall be solely for Customer’s own, private purposes and for no other purpose whatsoever. The Customer hereby acknowledges that Customer’s license to use the Platform is limited by these Terms, and, if the Customer violate or if, at any point, the Customer does not agree to any of these Terms, Customer’s license to use the Platform shall immediately terminate, and the Customer shall immediately refrain from using the Platform. If the Platform or any part thereof is determined to be illegal under the laws of the country in which the Customer is situated, the Customer shall not be granted any license to use the Platform, and must refrain from using the Platform.
Our Platform is made available for personal and non-commercial use only. Therefore, the Customer is not allowed to resell, deep-link, use, copy, monitor (e.g., spider, scrape), display, download, reproduce, or use crawlers, robots, data mining or extraction tools of any type in connection with any content or information, software, products or services available through our Platform for any commercial or competitive activity or purpose.
Access to the Platform
It is the Customer’s responsibility to ensure Customer’s computer or mobile device meets all the necessary technical specifications to enable the Customer to access and use the Platform. Complyt does not provide the Customer with the equipment to access and/or use our Platform. Complyt cannot guarantee that the Platform will always function without disruptions, delay or errors. Several factors may impact the quality of your communications and use of the Platform and may fail your communications, including, without limitation, your local network, firewall, your internet service provider, the public internet, and your power supply. Complyt takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these items or any other items over which We have no control. The Customer is responsible for all fees charged by third parties related to the access and use of the Platform (e.g., charges by internet service providers or air time charges).
The Customer’s use of the Platform may require the creation of an account (“Account”). During the process of creating an Account, the Customer may be required to insert E-mail address and choose a password to enable future login to the Platform (“Login Information”). The following rules govern the security of Customer’s Account and Login Information. For the purposes of these Terms, references to Account and Login Information shall include any account and account information, including user names, passwords or security questions created for the purpose of using the Platform.
- The Customer shall not share Customer’s Account or Login Information, nor let anyone else access Customer’s Account or do anything else that might jeopardize the security of Customer’s Account.
- In the event the Customer becomes aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of Customer’s Login Information or unauthorized access to Customer’s Account, the Customer must immediately notify Complyt and modify Customer’s Login Information;
- The Customer is solely responsible for maintaining the confidentiality of the Login Information, and the Customer will be responsible for all uses of Customer’s Login Information, including purchases, whether or not authorized by the Customer;
- The Customer is responsible for anything that happens through Customer’s Account, whether or not such actions were taken by the Customer, including, for the avoidance of doubt, actions taken by third parties. The Customer therefore acknowledges that Customer’s Account may be terminated if someone else uses it to engage in any activity that violates these Terms or is otherwise improper or illegal;
- The Customer undertakes to monitor Customer’s Account and restrict use by any individual barred from accepting these Terms and/or accessing or using the Platform, under the provisions listed herein or any applicable law. The Customer shall accept full responsibility for any unauthorized use of the Platform by any of the above mentioned; and
- Complyt reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.
Complyt may refuse access to the Platform or may terminate Customer’s Account without notice for any reason, including, but not limited to, a suspected violation of these Terms, illegal or improper use of Customer’s Account, prohibited or illegal or improper use of the Platform, or Complyt’s intellectual property as determined by Complyt in its sole discretion. The Customer may lose Customer’s user name as a result of Account termination, without responsibility on the part of Complyt for any damage that may result from the foregoing. If the Customer has more than one Account, Complyt may terminate all of Customer’s Accounts.
The Customer agrees that any content published by the Customer through the Platform is done so through the use of technology and tools provided by Complyt. The Customer agrees that the Customer is publishing such content willingly and the Customer represents that the Customer owns such content or has received the necessary authorizations from third parties, that the Customer has all rights to publish said content and that publishing of the content by the Customer complies with all applicable laws. The Customer grants Complyt the right to act as an agent on Customer’s behalf as the Platform’s operator.
Complyt does not claim ownership of any videos, data, text, graphics, photographs, or any other content, and their selection and arrangement, provided or uploaded to the Platform by any user (the “User Content”). However, by sending and/or creating User Content and/or using the Platform the Customer automatically grants Complyt a non-exclusive, royalty-free, perpetual license of all worldwide rights to share, use, edit, modify, include, incorporate, adapt, record and reproduce such User Content, including, without limitation, all trademarks associated therewith, in any manner whatsoever, in or out of context, in all languages, in all media now known or hereafter created for the purposes set forth in the Platform and/or these Terms, including for the avoidance of doubt commercial, non-commercial and/or promotional use by Complyt associating such User Content with Customer’s user information, user name and/or profile picture. Complyt may retain any raw material that the Customer submits, and make internal use of such material including for testing purposes. The Customer hereby agrees that any of Complyt’s users may view and use the User Content. The Customer may request that Complyt delete and make no further use of such material by contacting us at: email@example.com.
Complyt may or may not regulate User Content and provides no representations or guarantees regarding the accuracy, quality, or integrity of any User Content posted via the Platform. It is hereby clarified with respect to User Content that: (a) Complyt has no obligation to review User Content. Opinions expressed in the User Content are not necessarily the opinion of Complyt. (b) Complyt is not obligated to backup any User Content and User Content may be deleted at any time. The Customer is solely responsible for creating backup copies of Customer’s User Content if the Customer desires.
By using the Platform, the Customer acknowledges and accepts that the Customer may be exposed to material the Customer finds offensive or objectionable. The Customer agrees that Complyt will not under any circumstances be responsible or liable for any User Content, including, but not limited to, errors in any User Content or any loss or damage incurred by use of the User Content or for any failure to or delay in removing User Content. Complyt reserves the right (but shall at no time be obligated) to, in its sole discretion, remove, block, edit, move, disable or permanently delete User Content from the Platform with or without notice for any reason whatsoever. The Customer hereby agrees that, to the maximum extent permitted by applicable law, Complyt shall at no time be responsible or held liable for the removal, modification or blocking of material or User Content that may be considered offensive and shall at no time be obligated to effect such removal other than under applicable law.
Rules of Conduct and Usage
The Customer represents and warrants that the Customer has full right and authority to use the Platform and to be bound by these Terms. The Customer agrees that the Customer will comply fully with these Terms and all applicable domestic and international laws, regulations, statutes, ordinances that govern Customer’s use of the Platform and/or the transmission of technical data exported from the country in which the Customer resides. Without limiting the foregoing and in recognition of the global nature of the Internet, the Customer agrees to comply with all local and international rules regarding online conduct. The Customer also agrees to comply with all applicable laws affecting the transmission of content, direct marketing, including without limitation spam laws and the privacy of persons and Complyt will have no liability to the Customer or any third party claims for misconduct of spam and privacy laws and the Customer takes full responsibility for compliance with applicable spam and privacy laws.
The Customer undertakes that it shall not defraud, or attempt to defraud, Complyt or other users, and that the Customer shall not act in bad faith in Customer’s use of the Platform. If Complyt determines that the Customer has acted in bad faith and/or in violation of these Terms, or if Complyt determines that Customer’s actions fall outside of reasonable community standards, Complyt may, at its sole discretion, prohibit the Customer from using the Platform. The Customer agrees that Customer’s use of the Platform shall be lawful and that the Customer will comply with the usage rules. In furtherance of the foregoing, and as an example and not as a limitation, the Customer agrees that the Customer shall not:
- Access the Platform if the Customer is barred under the provisions of these Terms or any applicable law;
- Upload, post, transmit or otherwise disseminate any material that is vulgar, indecent, obscene, pornographic, sexual or that is, in a reasonable person’s view, otherwise offensive or objectionable;
- Libel, ridicule, defame, mock, stalk, intimidate, threaten, harass, or abuse anyone, hatefully, racially, ethnically or in any other manner;
- Copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except if expressly authorized by Complyt or by applicable statutory law), modify or alter any part of the Platform;
- Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Platform or the computers of other users of the Platform;
- Advertise, solicit or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages (spim or spam) to anyone;
- Violate the contractual, personal, intellectual property or other rights of any party including by using, uploading, transmitting, distributing, or otherwise making available any information or material made available through the Platform in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
- Create false personas, multiple identities, use bots or other automated software programs to defraud or which otherwise violate these Terms and/or the terms of service of any third-party applications or social networks through which the Platform is accessed;
- Attempt to obtain passwords or other private information from other members including personally identifiable information (whether in text, image or video form), identification documents, or financial information;
- Upload or transmit (or attempt to upload or to transmit), without Complyt’s express consent, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware”, “passive collection mechanisms” or “pcms”);
- Improperly use support channels or complaint buttons to make false reports to Complyt;
- Develop and distribute “auto” software programs, “macro” software programs or other “cheat utility” software programs or applications;
- Encourage any third party to: (i) directly or indirectly generate usage, queries, impressions, or clicks through any automated, deceptive, fraudulent or other invalid means; (ii) edit or modify any tag, or remove, obscure or minimize any tag in any way; or (iii) engage in any action or practice that reflects poorly on Complyt or otherwise disparages or devalues Complyt’s reputation or goodwill;
- Make representations with respect to Complyt not approved in advance and in writing by Complyt. The Customer shall obtain Complyt’s prior written approval to the content of any marketing message, and with respect to any use of Complyt’s trade name and/or trademarks and/or designs in connection with the Platform;
- Engage in any fraudulent activity with respect to payment methods or advertiser tracking mechanisms;
- Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Platform;
- Attempt to use the Platform on or through any service that is not authorized by Complyt. Any such use is at Customer’s own risk and may subject to additional or different terms. Complyt takes no responsibility for Customer’s use of the Platform through any service that is not authorized by it;
- Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Platform; and/or
- Interfere with the ability of others to enjoy using the Platform, including disruption, overburden or aid the disruption or overburdening of the Platform’s servers, or take actions that interfere with or materially increase the cost to provide the Platform for the enjoyment of all its users.
Intellectual Property Ownership
Without derogating from any other terms herein, Complyt and/or its affiliates retain all rights in the Platform and its materials (including, but not limited to, applications, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, “Platform Materials”). The entire contents of the Platform are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. The Customer shall not, nor shall the Customer cause any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Platform pursuant to these Terms or otherwise exploit any of the Platform Materials without Complyt’s explicit, prior written consent. All other uses of copyrighted or trademark material, including any derivative use, require explicit, prior written consent from Complyt. Any reproduction or redistribution of materials not in accordance with these Terms is explicitly prohibited and may result in severe civil and criminal penalties.
Complyt and/or its licensors and affiliates own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Platform Materials. The Customer hereby acknowledges that the Customer does not acquire any ownership rights by using the Platform or by accessing any of the Platform Materials, or rights to any derivative works thereof.
Use of Name. Complyt and the Customer acknowledge and agree that the other party may use their name, logo and other (registered and unregistered) trademarks for marketing purposes (among others, to display them on the applicable party’s website and in promotional materials). Upon written notice by either party, the other will promptly cease using the name, logo, or trademarks.
Third Party Material
The Customer may be able to access, review, display or use third party websites, resources, content, information or links to other websites or resources (the “Third Party Materials”) via the Platform. The Customer acknowledges sole responsibility for and assume any and all risks arising from Customer’s access to, use of or reliance upon any such Third Party Materials, and Complyt disclaims any liability that the Customer may incur arising from Customer’s access to, use of or reliance upon such Third Party Materials through the Platform. The Customer acknowledges and agrees that Complyt: (i) is not responsible for the availability, accuracy integrity, quality or lawfulness of such Third Party Materials or the products or Platform on or available from such Third Party Materials; (ii) has no liability to the Customer or any third party for any harm, injuries or losses suffered as a result of Customer’s access to or use of such Third Party Materials; and (iii) does not make any promises to remove Third Party Materials from being accessed through the Platform. Customer’s ability to access or link to Third Party Materials or a third party website does not imply any endorsement by Complyt of Third Party Materials or any such third party website.
These Terms do not authorize the Customer to, and the Customer may not use any Third Party Materials except as expressly permitted by the owners of such Third Party Materials and such owners may have the right to seek damages against the Customer for any unauthorized use of their Third Party Materials.
Without derogating from any of Complyt’s rights and remedies under these Terms and/or under law, Complyt will be entitled, at its sole discretion, to immediately discontinue the Platform or any part thereof, in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Third Party Materials.
The Customer may not use any Third Party Materials for which the Customer has not obtained appropriate approval to use. Complyt cannot grant permission to use third party content.
The Platform may contain links to other websites, applications or resources (the “Linked Sites”). The Linked Sites are not under the control of Complyt and Complyt is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Complyt is not responsible for webcasting or any other form of transmission received from any Linked Site. The inclusion of any link does not imply endorsement by Complyt of the site or any association with its operators. The Customer acknowledges and agrees that Complyt will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or websites available on or through any such site or resource.
Payment and Transactions
All payments to Complyt will be made in U.S. dollars. Such amounts and their payment terms shall be paid by wire transfer to Complyt’s account in accordance with written instructions provided by Complyt and detailed under the specific statement of work and/or proposal accepted by the Customer. All fees payable in connection with the use of the Platform are non-refundable, net amounts and are payable in full, without any deduction of any kind including for taxes and/or duties. In addition, no amounts shall be set off by the Customer for any reason whatsoever. The Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with any use of the Platform.
The Customer is solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any use on the Platform, including without limitation, the payment to tax authorities.
Late Payments. Any payments by the Customer that are not paid on or before the date such payments are due according to the contract Complyt has with the Customer, shall bear interest of one percent (1%) per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly. Complyt may use a third party to collect past due amounts. The Customer shall be required to pay for all reasonable costs Complyt incurs in order to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs.
If the Customer sends or transmits any communications, comments, questions, suggestions, or related materials regarding the Platform, whether by email or otherwise (collectively, “Feedback”), such Feedback is, and will be treated as, non-confidential and non-proprietary. The Customer hereby assigns all right, title, and interest in, and Complyt is free to use, without any attribution or compensation to the Customer, any and all Feedback for any purpose whatsoever. The Customer understands and agrees that Complyt is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and the Customer has no right to compel such use, display, reproduction, or distribution.
Disclaimers; Limitation of Liability; Indemnification
The Customer acknowledges and agrees that Customer’s use of or access to the Platform and/or any materials and/or services, if any, offered by Complyt shall be at Customer’s sole risk. The Platform is provided on an “AS IS” and “AS AVAILABLE” basis. The Customer is solely responsible for any and all acts or omissions made by the Customer in reliance on the Platform or any part thereof. To the fullest extent permitted by law, Complyt, its officers, directors, employees, and agents disclaim all warranties, explicit or implied, in connection with the Platform and Customer’s use thereof including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. Specifically, please be aware that the use of the Platform does not constitute and is in no way substitution for any tax and/or other professional advice and that Complyt do not and will not take any responsibility and/or accountability in connection with the Platform in that respect.
The Customer agrees that Customer’s use of the Platform shall be at Customer’s sole risk. Complyt makes no warranties or representations about the accuracy or completeness of the content of the Platform, of the content of any sites linked to the Platform, of any Third Party Materials and assumes no liability or responsibility for any:
- Errors, mistakes, inaccuracies, non-suitability or non-conformity of any content;
- Direct, indirect, special, incidental, punitive or consequential damages including without derogating personal injury, property damages and/or monetary damages, of any nature whatsoever, arising out of the use of or the inability to use the Platform;
- Any unauthorized access to or use of Third Party Materials, secure servers and/or any and all personal information and/or financial information stored therein;
- Any interruption or cessation of transmission to or from the Platform;
- Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Platform by any third party; or
- 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 content posted, e-mailed, transmitted, or otherwise made available via the Platform.
Without prejudice to the generality of the abovementioned, Complyt does not assume any responsibility for tax calculations nor for legislative changes, whether known or future.
WITHOUT DEROGATING FROM THE ABOVEMENTIONED, IN NO EVENT WILL COMPLYT, ITS DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, CONSULTANTS AND/OR EMPLOYEES, BE LIABLE TO THE CUSTOMER OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING ANY LOST PROFITS OR LOST DATA ARISING FROM THE USE OF THE PLATFORM OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPLYT HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT COMPLYT SHALL NOT BE LIABLE FOR ANY USER SUBMISSIONS AND/OR DEFAMATORY, OFFENSIVE AND/OR ILLEGAL CONDUCT BY ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM AND/OR ASSOCIATED WITH THE FOREGOING RESTS ENTIRELY WITH THE CUSTOMER. COMPLYT’S LIABILITY FOR ANY DAMAGES OR CLAIMS OF ANY KIND, SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID BY THE CUSTOMER TO COMPLYT IN CONNECTION WITH THE PLATFORM, IF ANY, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The security of information and payments transmitted via the Internet cannot be guaranteed. Any losses incurred or sustained by the Customer as a result of transmitting information by means of email or other internet links, shall be borne solely and exclusively by the Customer, and in no event, shall any such losses be borne, in whole or part, by Complyt.
The Customer agrees to indemnify and hold Complyt, and each of its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any of the following:
- Customer’s use of and access to the Platform;
- Customer’s violation of any term of these Terms;
- Customer’s violation of any third party right, including without limitation any copyright, property, or privacy right;
- Any claim that any user submission made by the Customer have caused damage to a third party; or
- Any User Content the Customer posts or shares on or through the Platform.
Notices to the Customer may be made via the Platform and/or e-mail. Complyt may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to the Customer generally on the Platform. The Customer agrees that all agreements, notices, disclosures and any other communications that Complyt provide as aforementioned satisfy any legal requirement that such communications be in writing.
By using or visiting the Platform, the Customer agrees that the laws of the State of Israel, without regard to principles of conflict of laws and regardless of Customer’s location, will govern these Terms and any dispute of any sort that might arise between the Customer and Complyt. Any claim or dispute between the Customer and Complyt that arises in whole or in part from Customer’s use of the Platform shall be decided exclusively by a court of competent jurisdiction located in Tel-Aviv, Israel, to the exclusion of any other courts, and the Customer hereby consents to, and waive all defenses of lack of personal jurisdiction and forum non-convenience with respect to venue and jurisdiction in the courts of Tel-Aviv, Israel. Complyt reserves the right to amend these Terms at any time and without notice, and it is Customer’s responsibility to review these Terms regularly for any changes. Customer’s use of the Platform following any amendment of these Terms will signify Customer’s assent to and acceptance of its revised terms. THE CUSTOMER AND COMPLYT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Last update: September 2022
All rights reserved, Complyt Technologies Ltd.