IMPORTANT — READ CAREFULLY: These terms and conditions (“Agreement”) sets forth the general terms and conditions of your use of the “ZIMARK” web site (“Site” or “Service”) and any of its related products, content and services (collectively, “Services”). This Agreement is legally binding between you (“User”, “you” or “your”) and ZIMARK Ltd. (“ZIMARK “, “we”, “us” or “our”). By accessing, and using the Site and Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Site and Services, as we will be relying on your such acceptance and/or use. You acknowledge that this Agreement is a contract between you and ZIMARK, even though it is electronic and is not physically signed by you, and it governs your use of the Site and Services. In addition, you agree that this agreement is enforceable like any written negotiated agreement signed by you. This agreement applies to any updates, supplements and/or support services for the service and/or software, unless other terms accompany those items (if so, those other terms apply).
Accounts, membership and termination
You must be at least 18 years of age to use the Site and Services. By using the Site and Services and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age or such older age that is required by the jurisdiction of your residence in order for you to have legal capacity to enter into binding contracts. If you register and / or create an account in the Site, you are responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all data that you submit in the course of using the Service (“User Data”). In addition, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and start using the Services. Providing false contact information of any kind may result in the termination of your account or limitation of your access to, or use of, the Services. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration. ZIMARK shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data. ZIMARK reserves the right to withhold, remove and/or discard User Data without notice for any breach, including, without limitation, non-payment if applicable. ZIMARK may use the User Data in order to further develop and improve the Services and / or provide personalized content.
You agree and acknowledge that ZIMARK has no obligation to retain User Data and may delete such data after termination.
Termination of your account will not limit ZIMARK from pursuing other remedies, such as injunctive relief, nor relieve you of any payment obligation (if any) that arose prior to termination. ZIMARK shall not be liable to you or any third-party for any termination of your account. Any rights and obligations with respect to the fees and payment terms (if any), title and protection, confidentiality, patent and copyright indemnification, license, limitation of liability, attorney fees (if any) and governing law provision of this Agreement shall survive beyond terminating use of the service.
Links to other resources
Although the site and Services may link to other resources (such as other websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their resources. We do not assume any responsibility or liability for the actions, products, services, and content of any other third parties, and you shall bear all risks associated with the access to, and use of products, services, and content of any other third parties. You should carefully review the legal statements and other conditions of use of any resource which you access through a link in the Site and Services. Your linking to any other off-site resources is at your own risk.
In addition to other terms as set forth in the Agreement, you are prohibited from using the Site and Services or content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate 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 gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload, send, store or transmit viruses, worms, trojan horses or any other type of malicious code files, scripts, agents or programs that will or may be used in any way that will affect the functionality or operation of the Site and Services, third party products and services, or the Internet; (h) to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Site and Services, third party products and services, or the Internet. (k) to copy, reverse engineer, decompile, disassemble, or attempt to discover any of the Software object code or source code. (l) attempt to gain unauthorized access to the Service or its related systems or networks. (m) interfere with or disrupt the integrity or performance of the Service or the data contained therein (n) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including, without limitation, material harmful to children or violating third party privacy rights. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service or the Software; (iii) create Internet “links” to the Service or “frame” or “mirror” any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service or the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or the Software, or (c) copy any ideas, features, functions or graphics of the Service or the Software. User licenses cannot be shared or used by more than one individual. We reserve the right in our sole discretion, to terminate your use or limit your access to the Site and Services for violating any of the prohibited uses and to report you to the relevant authorities and act under the fullest extent of applicable laws.
Intellectual property rights
“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, suggestions, ideas, enhancement requests, feedback, recommendations, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world. The structure, organization and code of the Software and Services are the trade secrets and confidential information of ZIMARK and its licensors. This Agreement does not transfer to you any intellectual property owned by (or licensed to) ZIMARK or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with ZIMARK (and its licensors, where applicable). All trademarks, service marks, graphics and logos used in connection with the Site and Services, are trademarks or registered trademarks of ZIMARK or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Site and Services may be the trademarks of other third parties. Your use of the Siteand Services grants you no right or license to reproduce or otherwise use any of ZIMARK or third party trademarks.
ZIMARK reserves the right, in its sole discretion, to monitor all use and activity on the Site, and to remove or choose not to make available the Services on or through the Site.
Disclaimer of warranty
You agree that such Service is provided on an “as is” and “as available” basis and that your use of the Site and Services is solely at your own risk. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, title or fitness for a particular purpose and non-infringement with respect to the Site and the Services. We make no warranty that the Services will meet your requirements, Software will always locate or block access to or transmission of all desired addresses, applications and/or files; Software will identify every transmission or file that should potentially be located or blocked; addresses and files contained in the Software will be appropriately categorized; algorithms used in the Software will be complete or accurate or that the Service will be uninterrupted, timely, secure, defect-free or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service, and we are not obligated to provide any technical support for the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.
We reserve the right to make changes or updates to the Site and/or the Services at any time without notice (except as detailed below under Invoicing and Payment section).
Limitation of liability
To the fullest extent permitted by applicable law, in no event will ZIMARK , its affiliates, directors, officers, employees, agents, suppliers or licensors be liable to any person for any direct, indirect, incidental, special, exemplary, punitive, cover, consequential or similar damages (including, without limitation, procurement of substitute goods or services; loss of use, data, or profits; or business interruption damages for lost profits, revenue, sales, goodwill, use of content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity and/or any other damage) however caused, under any theory of liability, including, without limitation, contract, strict liability, tort (including negligence or otherwise), warranty, breach of statutory duty, negligence or otherwise, even if the liable party has been advised as to the possibility of such damages or could have foreseen such damages or otherewise arising in any way out of the software and/or services and/or any use and/or utilization thereof and/or in connection with this agreement. You or any third party shall have no remedies in connection with this agreement. To the maximum extent permitted by applicable law, the aggregate liability of ZIMARK and its affiliates, officers, employees, agents, suppliers and licensors relating to the services will be limited to an amount not greater than one dollar (if the Services are free) or any amounts actually paid in cash by you to ZIMARK for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages.
You agree to indemnify and hold ZIMARK and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your content, your use of the Site and Services, violation of this Agreement or any willful misconduct on your part.
Waiver and Severability
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. The failure of ZIMARK to exercise or enforce any rights or provisions in this Agreement shall not constitute a waiver of such right or provision. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect and the parties shall substitute for the affected provisions an enforceable provision, which approximates the intent and economic effect of the affected provision.
Governing Law & Dispute Resolution
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Israel without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Israel. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the competent courts of Tel Aviv – Jaffa, Israel, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Assignment; Change in Control
You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without ZIMARK ’s prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. ZIMARK is free to assign any of its rights or obligations hereunder, in whole or in part, to a parent or subsidiary, any third party as part of the sale of all or substantially all of its assets or stock or to a successor as part of a merger.
Changes and amendments
ZIMARK reserves the right to modify this Agreement or its terms relating to the Site and Services at any time without notice to you, effective upon posting of an updated version of this Agreement in the Site. When we do, we will revise the updated date at the bottom of this page. You are responsible for regularly reviewing this Agreement. Continued use of the Site and Services after any such changes shall constitute your consent to such changes.
Invoicing and Payment
ZIMARK is currently provided free of charge, but in the future the use of the Service might be subject to fees. If ZIMARK, in its sole discretion, chooses to establish fees and payment terms for such use, ZIMARK will provide notice of such terms and you may elect to stop using the Service rather than incurring fees.
This Agreement constitutes the complete agreement between ZIMARK and you and replaces all previous agreements or representations, written or oral, regarding the Software and Service.
Acceptance of these terms
You acknowledge that you have read this Agreement and agree to all its terms and conditions. By accessing and using the Site and Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to access or use the Site and Services.
If you would like to contact us to understand more about this Agreement or wish to contact us concerning any matter relating to it, you may do so via the contact function in the menu of the Site.
This document was last updated on April 19, 2021