These Terms of Service (this “Terms”) is a legal agreement between you (both the individual accessing the Service and any single legal entity on behalf of which such individual is acting) (“you”) and CleverEdge Ltd. and its affiliates ("Our", "Us", and "Leveredge") regarding the Service (as defined below) made available to you through your website https://www.leveredge.ai/ (the "Website").
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES (AS DEFINED BELOW) OR REGISTERING FOR AN ACCOUNT (AS DEFINED BELOW). BY CLICKING THE “I ACCEPT” BUTTON LOCATED AT THE BOTTOM OF THIS PAGE OR REGISTERING FOR AN ACCOUNT YOU ARE INDICATING THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR ARE NOT AUTHORIZED TO BIND THE ENTITY ON BEHALF OF WHICH YOU ARE ACTING, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON AND DO NOT ACCESS OR USE THE SERVICE OR REGISTER FOR AN ACCOUNT. WITHOUT LIMITING THE FOREGOING, ACCESSING OR USING ANY PORTION OF THE SERVICE OR REGISTERING FOR AN ACCOUNT INDICATES THAT YOU ACCEPT THESE TERMS AND REPRESENT THAT YOU ARE AUTHORIZED TO BIND SUCH LEGAL ENTITY.
We reserve the right to update these Terms which shall come into effect only 30 days from the date the notice was posted. These Terms were last updated on June 13, 2018.
Subject to the term of this Agreement, Leveredge shall grant you the right to access and use its' website optimization SaaS service (collectively, the “Service”).
2. USER ACCOUNT
Users must complete the registration process create a user account and provide us with your domain name service (DNS) in order to use the Services offered through our Website (the “Account”). Users will be required to provide us basic information upon registration, including but not limited to a user name, passwords, phone number, email and the name of your company or entity.
You are entirely responsible for maintaining the confidentiality of your password and Account information. Furthermore, you are entirely responsible for any and all activities that occur under your Account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge.
3. FEES; PAYMENT
Access to and use of our Services is subject to certain Subscription fees, in accordance with the subscription terms in your Account. Subject to the terms of payment chosen by you on your Account, fees shall be paid automatically on a monthly or annual basis. Upon the end of your subscription term, your subscription shall automatically renew for equivalent periods and you will be charged at our then-current rates, unless you cancel your subscription through your Account no less than 30 days prior to the end of the relevant subscription term. For more information regarding our subscription fees, please contact us at [email@example.com]. Services may be subject to certain usage limits as per the terms of your Subscription, as shall may be detailed in your Account as the company may notify from time to time.
We conduct any and all purchases and charge of Subscription fees through third-party payment processors (e.g. BlueSnap) (the “Payment Processor”). Payments of fees will be subject to the terms, conditions and privacy policies of the applicable Payment Processor. We are not responsible for any error by the Payment Processor. If you wish to activate any protection mechanisms offered by a Payment Processor you should do so by contacting the Payment Processor directly. You hereby warrant and represent the individual engaging with us and the Payment Processor for the payment of any fees has the authority to enter into payment obligations on your behalf. You agree to provide such Payment Processor with accurate information regarding your credit card or other payment instrument. You will promptly update your Account information with any changes in your payment information. You agree to pay us in accordance with the terms set under the applicable subscription plan, and you authorize us to bill your payment instrument in advance on a periodic basis in accordance with such subscription terms applicable to you. Any taxes applicable to you with regard to transactions made in accordance with these Terms and according to applicable law will be borne by you exclusively.
If any charges are not received from you by the due date, then at our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may, without limiting our other rights and remedies, suspend your access to any service under this Agreement. All fees are non-refundable.
4. WARRANTIES; RESTRICTIONS
You warrant that you (a) have the required corporate and legal authority to bind your company or such other legal entity which you represent to these terms and any payment obligations; (b) cooperate with us in the development and implementation of Services; (c) you are the rightful owner of any website you provide through the Service ("Your Website") and are the legal owner or licensee of any content, materials, data, information or any other intellectual property on such website (the “Content”) and that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the licensors of such Content to use such content and enable inclusion and use as contemplated by these terms and that such Content does not infringe any third party's intellectual property, privacy, publicity or other rights. Furthermore, you authorize us to use Your Website and Content to provide the Services. Please note that we retain the information we collect for as long as needed to provide the Services and to comply with our legal obligations, resolve disputes and enforce our agreements.
During the applicable subscription term, you (b) may not make available or use the Services for the benefit of any third party; (c) may not sell, resell, sublicense, distribute, make available, rent or lease any Services; (d) may not use any Services under this Agreement, or any Third Party Services, to store or transmit any illegal, immoral, unlawful, unauthorized, offensive, obscene or libelous material or offer or contain gambling products, counterfeit goods, tobacco, firearms, sexually explicit content, illegal products or interfere with or violate users' rights to privacy and other rights, or harvest or collect personally identifiable information without their express consent; (e) may not use any Services, or any Third Party Services, to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program; (f) may not interfere with or disrupt the integrity, performance or operation of the Website or Services under this Agreement, or any part thereof, including any servers or networks provided by Third Party Service Providers; (g) may not attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Website or any Services; (h) may not use or take any direct or indirect action that imposes or circumvents a contractual usage limit, in such a manner as to put an unreasonable or disproportionately large load on our infrastructure; (i) may not copy, modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble any portion of the Services or Website and shall not simulate or derive any source code or algorithms from the Services or use any of the foregoing to create any software or service similar to the Services; (j) may not misrepresent or impersonate any person or entity, or falsely state your affiliation, or express, imply that we endorse you in any manner, or represent or distribute inaccurate information about the Services; (k) may not use the name, trademarks, trade-names, and logos of Leveredge; and (l) may not publish or perform any benchmark tests or analyses relating to the Service. Any breach of the terms under this Agreement shall be determined in our sole discretion, may result in the immediate suspension or termination of your Account.
5. THIRD PARTY SERVICES
We may provide third party services for use of the Services (the “Third Party Services”). These may include, commercially available hosting services (e.g. Amazon cloud (AWS), MS Azure etc.), SSL certification, consulting services or other integration and implementation services.
We cannot guarantee the continued availability of Third Party Services, and may cease providing them, any content provided in connection to them, if, for example, such services are no longer interoperable with the Services. Your use of the Third Party Services is subject to such terms and conditions and specifications offered by each Third Party Service provider. You acknowledge that we are not the author, owner or licensor of any Third Party Services. We shall provide the Third Party Services "AS IS" and make no representation or warranty with respect to them. Implied warranties of fitness for a particular purpose, satisfaction and merchantability shall not apply. The entire risk as to the quality and performance of the Third Party Services is borne by you. Your sole recourse in the event of any dissatisfaction with the Third Party Services is to stop using the platform and related services.
6. PROPRIETARY RIGHTS
Subject to the limited license right expressly granted hereunder, we and our licensors and third party providers, as may be applicable, reserve all rights, title and interest in and to the Services and Website, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
Subject to payment of all applicable subscription fees, We hereby grant you a non-exclusive, revocable, non-sublicensable, non-transferable worldwide and limited right and license to access and use the Service, solely for the purpose of your use of the Services (the “Subscription License”). We may modify the Service and provide you with any updates or upgrade, in our sole discretion. You shall immediately install any updates or upgrades to the Service provided by us to you.
You hereby grant us a worldwide, limited license for the term under your subscription to use Your Website and Content in order to provide the Service (the “License”). Under the License, you hereby further grant us permission to allow Third Party Service providers to access Your Website or Content, as may be required for implementation and integration of the Services under these Terms. We are not responsible for any disclosure, modification or deletion of Your Website or Content resulting from access of such Third Party Service providers.
Additionally, You hereby grant to us a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into any Services under this Agreement any suggestions, requests for enhancements, recommendations or corrections (the “Feedback”) provided by you relating to existing features or addition of new features and capabilities to any Services under this Agreement.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE PROVIDE THE SERVICES UNDER THIS AGREEMENT TO YOU ON A "AS IS" BASIS AND LEVEREDGE MAKEs NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LEVEREDGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WE DO NOT WARRANT THAT THE SERVICES UNDER THIS AGREEMENT WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE OR THAT IT SHALL MEET YOUR REQUIREMENTS.
You hereby agree and shall defend, indemnify and us and our affiliates and our employee's, agents, directors and officers hold harmless, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to and claim: (a) alleging that your use of the Services, Content, or Your Website infringes or misappropriates the intellectual property or privacy rights of any party or violates applicable law; or (b) arising from your breach of these Terms.
10. LIMITATION OF LIABILITY
LEVEREDGE SHALL NOT HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR LOST DATA WITH RESPECT TO THIS AGREEMENT OR THE SERVICES, WHETHER OR NOT LEVEREDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF LEVEREDGE IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY CLAIM.
11. TERM AND TERMINATION
These Terms enter into effect on the date you accept them and remain in effect until your Subscription has expired or have been terminated by either party in accordance with these Terms.
If you wish to terminate this Agreement you may do so at any time for any reason or without reason by ceasing use of your Account. Deleting your Account can only be done by sending an email directly to [firstname.lastname@example.org] with a specific request. Cancelling your Account may cause the loss of certain information you provided us and/or the capacity of your Account. We do not accept any liability for such loss. Termination of this agreement shall not relieve you of your obligations to pay amounts accrued or owing, nor affect any legal rights or obligations which may have arisen under these term prior to or at the date of termination.
We may terminate, limit or suspend your access to all or any part of your Account under this Agreement at any time, with or without cause, or with or without notice, effective immediately, and such termination may result in the destruction of all information and data associated with your use of Services under this Agreement.
Upon termination of your Account: (i) the Subscription License and all other rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Services under this Agreement, delete and destroy all copies of Confidential Information in your possession or control, and (iii) any benefit, feature, or advantage received by you through your use of the Service (whether provided by us or a third party), including but not limited to an increase in website speed or SSL certification (collectively, the "Features"), shall immediately cease. You hereby agree and acknowledge that in no event shall we or any of our service providers, be liable for any damage arising form or relating to the termination or deletion of any Features. All Sections which by their nature are meant to survive, shall survive termination of this Agreement.
You permit us to use your name and trademark for presenting you on our Website, among other things, in order for us to provide the Services under this Agreement. You also permit us to use your name and trademark in order to inform that you have joined the Services under this Agreement. Such notice may be provided using our social media outlets.
13. BETA SERVICES
From time to time, we may make early stage or non-production services of products (“Beta Services”) available to you at no charge. You may access these Beta Services in your sole discretion. Beta Services are intended for evaluation purposes only, and may be subject to additional terms that will be presented to you at the time of sign-up. Leveredge may, but is not obligated to, provide you with support for the Beta Services or correct any bugs, defects, or errors in the Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. Notwithstanding Section 10, we will have no liability for any harm or damage arising out of or in connection with any Beta Services.
This Agreement shall be governed and construed in accordance with the laws of the State of Israel and disputes shall be submitted exclusively to the courts of Tel Aviv, Israel. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Leveredge, and any such attempted assignment will be void and unenforceable. If you have any questions regarding these Terms or your use of the Service or you have a complaint or believe we have acted in a manner that is not suitable, please contact us at [email@example.com].