THIS AGREEMENT (hereby: the "EULA") IS A BINDING LEGAL AGREEMENT BETWEEN YOU, THE USER (hereby: "YOU") AND THE KIDUM ATARIM LTD.
IF YOU DO NOT AGREE TO BE BOUND BY THIS EULA, OR DO NOT HAVE AUTHORITY TO BIND THE COMPANY OR THE ORGANIZATION YOU USE THE SOFTWARE ON ITS BEHALF, YOU ARE REQUESTED NOT TO USE THE SOFTWARE.
(a) "Us" or "We" means Kidum Atarim Ltd., an Israeli registered company, and any one of its employees, managers, owners or anyone acting on its behalf, as the context may be.
(b) "Software" means the "ZEFO" code and software as may be from time to time, including any and all modules, interfaces and designs and corresponding documentation, associated media, printed materials, and online or electronic documentation.
(c) "Services" means the Software and any tools we may provide you with, including but not limited to search engine optimization (SEO) and conversion tracking, research and analytics tools and Reports.
(d) "Reports" means any and all reports, analysis, files, data, comparisons, tracking and any other output you may generate in any way using the Software. It is clearly stated that each Report is created specifically for you, based on specific data and requirement and its compilation creates a work protected by various laws such as copyright laws and database laws, as they show creativity and originality in their selection, compilation and presentation of data. You hereby acknowledge such legal rights to the Reports, that are held by us.
(e) "Package" means bundle of services and reports offered by us, of the scope detailed in each relevant Package.
(f) In certain instances, you may be allowed free limited access to a trial version of the Services which may be limited in the period of time for your use or the functionality of the Services at your disposal. Such limited license will be called - "Trial Version".
2. The Software
The Software offers you SEO management platform, to reduce the time spent on routine SEO tasks and manage your SEO projects. It also gives you SEO business intelligence - to get more from the data collected.
3. License Granted
Subject to complete performance and non-breach of EULA, we hereby grant you license as set forth:
(a) Your License will be conditioned on the Package you chose. You may use the Services only for the number of web-sites, key-phrases, Reports and other various elements or limitations as included in the Package you purchased, only for any use allowed and included in that Packaged and for that extent only.
(b) Upon payment of the fees in accordance with the relevant Package, we hereby grant you a non-exclusive, non-transferrable, revocable, limited license to use the Software and Services subject to and in accordance with this EULA and produce Reports in the amount included in your relevant Package.
(c) You agree that we and anyone on our behalf may review, inspect and audit your use of the Software and Services for compliance with EULA or for the purpose of supporting and operating the Services at any time. In the event that such audit reveals any use of the Software by you other than in full compliance with EULA and the License, you shall reimburse us for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
(f) The License rights granted under EULA are limited to a set period of time or for limited uses and functionality, as per the Package you may choose and pay for.
We may discontinue the License and use granted for a Trial Version at any time, for any reason and you will hold no claim against us or anyone on our behalf for any use, damage or denial of the Trial Version,
(g) There are technological measures in the Software that are designed to prevent unlicensed or illegal use of the Services. You agree that we may use those measures and you agree to follow any requirements regarding such technological measures.
(h) You agree by your use of the services that we may use your name, logo, emblem, description or any other descriptive mark in any promotional material, including but not limited to, web-page, email messages and newsletter, online advertising and any other promotional activity without any further permission by you. Of course you may request the termination of such use at any time in future materials and we will make our best efforts to comply with your request.
(i) Access to the Services may only be achieved using our own log-in mechanism located at www.zefo.co.il and not in any other way bypassing such mechanism. No bypass of any functionality or limitation of access mechanism is allowed. Such bypass is considered breach of our rights, including but not limited – our copyright.
4. License Restrictions
(a) You may not sublicense, rent, lease, loan, distribute, transfer, assign, sell, transmit, share, lend, adapt or otherwise make any disposition in any other manner or allow any third party the use of the Software and/or the Reports without payment of the required license fees of the specific Package to us. This article shall also apply to any passwords or other account details to any third party. You may also not make available to the public the Software and/or the Reports.
(b) You may not modify, adapt, reverse engineer or decompile the Software or otherwise attempt to derive the source code from the Software.
(c) You may not create any derivative works in respect to the Software and/or the Reports.
(d) You may not allow any use by any third party of the Software and/or the Reports using your account. Such use will be deemed breach of this agreement and copyright infringement.
(e) You may not allow others to use your account, with or without payment. Your account is personal, private and for your sole use only. Nevertheless, you may purchase several Licenses for the same organization and allow several employees of the same organization access to the same account, subject to the Package's terms.
(f) You may not use the Software and Services in any manner, even if it is possible to use them that way, in order to generate more Reports than the amount included in your specific Package, and it is definitely not allowed to use any measures to bypass any protection devices and codes included in the Software for such purpose.
(g) You may not extract or "harvest" in any manner, automatic or manual, any data or Reports from the Software, unless you hold a specific License to said use of the Reports, you only produce them manually and not automatically (unless your license allows you differently) and only for the purpose allowed by the relevant license you paid for. If you require any such use of the Services you are invited to contact us and we will provide you with a suitable license for that purpose.
(h) You may not remove any marks, logos, disclaimers or other characteristics from the Software or the Reports, and you may only make use of the Reports in their complete and non-edited form, with no addition, deletion or other editing.
(i) You may not temporarily or permanently transfer and/or sell all or any of your rights in the Software, Services and/or Reports.
(j) You may not make any use of the Services, Software or Reports which might be illegal, infringing on legal rights of third parties, harassing, damaging to third parties in any manner or contrary to common beliefs in the community and we reserve the right to terminate your subscription and Package immediately upon any activity which we may deem inappropriate for any reason whatsoever. The sole remedy you may have for such a termination will be a refund of the payment you paid regarding any unused period for the Service.
(k) You may not, and you will not encourage, assist or authorize any other person or entity to perform any activity prohibited under this EULA, and specifically this clause.
In the event that you fail to comply with this EULA or License, the License shall be revoked automatically without notice and we may, at our sole discretion, stop any use of the Software and/or Services by you, with no claim against us, including but not limited to – no claim for reimbursement of funds paid to us.
5. Upgrades and updates
(a) We may, but under no obligation to, upgrade the Software from time to time. Subject to valid License, you may use the upgraded Software in the same manner as the original software, and these terms shall continue to apply.
(b) We may, but under no obligation to, save back-ups of the data (whether ours or derived from other sources). Nevertheless, if you so wish, it is your sole responsibility to keep, back-up of any data you view, use, analyze, extract or make any other use of, and of all the Reports related to such relevant data you may need.
6. Software Activity
(a) The Software and Services are provided to you strictly on an "AS-IS" basis, and without any warranty or undertaking whatsoever.
(b) The Software and/or Services use certain devices and codes in order to accumulate all the data used for preparation of the Reports. Such data are gathered from certain third party services, websites and/or search engines and are not under our control in any way.
(c) The collection of said data is subject to many limitations such as legal requirements, licenses, availability, appearance on the source website, availability of the source website or service, terms of he source website or service, time of collection of the data from the source website, etc. Therefore, the complete and correct gathering of all the data is outside of our control and it is your sole responsibility to verify the data and information received from us.
(d) Therefore, we cannot and we do not undertake and warrant that the data used by the Software or in the reports will be: correct, up-to-date, current, accurate, complete, error-free or not corrupted in any other way. It may also take some time in order to collect and implement certain data, we may not collect the complete set of date and we undertake no such warranty.
(e) You accept that, given the information and data is gathered from various sources on the Internet, it is not practically possible for said information to be manually inspected prior to its release and use in the reports.
(f) The Software may not be available at all times (either due to maintenance or other intentional or un-intentional down-time, including but not limited to connectivity problems, etc.), and we do not undertake for any such availability.
(g) Please note that as part of the Services, we might suggest certain activities, choice of key-phrases or other amendments to you SEO direct or related activities (hereby: "the Recommendations"). Those Recommendations are to the best of our knowledge, yet are dependant on many variables such as the updates of other services and other third-parties variables. It is your sole responsibility should you chose to use those Recommendations and we renounce any and all responsibilities to any damages or other losses such Recommendations may incur. We further point out that the Recommendations may not be all-inclusive, and maybe only partial. We cannot and we will not be liable to any adverse result of using the Recommendations, not using them or missing recommendations. They are supplied to you solely as a recommendation and not in any way as a binding opinion. You take complete and full responsibility for any result of exercising those Recommendations and using the Services.
(h) Furthermore, the use of those Recommendations may, or may not, create the desired change in your site's position in any search-engine results, and those are supplied to you with no guarantee whatsoever.
(i) We may, at our own sole discretion, add, blocked, de-activate or remove any Service supplied to you, at any time without prior notice, and the only limitation is that we will refund you with the appropriate payment you paid regarding any unused period for said Service. You will have no claim whatsoever against us or anyone on our behalf on such a matter.
(a) Payment of the fees for each relevant Package must be made in Israeli Sheqels, in any manner agreed with us or by using the payment options on our website.
(b) If you use a credit-card as method of payment, you grant us the right to charge your credit card specified in the applicable order form for all fees incurred under EULA and the License.
(c) It is specifically agreed that Packages payments may not change retroactively. Nevertheless, we reserve the right to add, remove or change in any other way payments for Packages for a period of time not yet paid for, and you will have no claim in this regards.
(d) Your obligation to pay fees will be unconditional and not subject to abatement, setoff or defense of any kind, except as detailed below in the "Limitation of Liability" clause.
(e) Further to payment of the fees, you will also be liable to payment of all relevant taxes (such as sales, use and other taxes), fees, duties, commissions and similar charges, and you will be responsible for payment of all such payments.
(f) It should be clear that the Services are supplied to you solely on the pre-condition of payment for the required Services. It is your sole responsibility to verify that the payment to us is actually being made, and lack of payment for any reason and at any time may cause us to stop supplying you with all or any of the Services, at our sole discretion and without any need for a notice to you. Should we supply any of the Services even if not paid for, it shall not be considered any undertaking by us to continue to supply such Services and we may cease to supply them at any time, at our sole discretion and without notice.
Except for the License explicitly granted to you in this EULA, all rights, title and interest in the Software are reserved and retained by us or by their own respective owners or licensors. You do not acquire any ownership rights or any kind of title in the Software or Reports as a result of your use of the Software or any other activity.
We may, at our sole discretion, supply limited technical support to the Software, yet this support is limited, and may not be available at all times, subject to our own discretion. Technical support may also be dependant upon the Package you chose and pay for.
9. LIMITED WARRANTY AND DISCLAIMER
(a) THE SOFTWARE SHALL OPERATE "AS-IS". WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WE SPECIFICALLY DO NOT WARRANT THAT: (A) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, WILL BE AVAILABLE AT ALL TIMES OR FROM ALL LOCATIONS OR THAT FUNCTIONS CONTAINED IN THE SOFTWARE WILL OPERATE IN ANY COMBINATIONS WITH THE SOFTWARE OR HARDWARE THAT MAY BE USED BY YOU; (B) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS WILL BE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (C) THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT; OR (D) ANY RESULTS, OUTPUT, OR DATA PROVIDED THROUGH OR GENERATED BY THE SOFTWARE WILL BE ACCURATE, UP-TO-DATE, COMPLETE OR RELIABLE, AS THEY ARE BASED ON THIRD PARTY'S DATA AND APPLICATIONS.
(b) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
(c) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR REPRESENTATIVES, OUR DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
(d) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU OR, IF POSSIBLE, SHALL BE APPLIED TO YOU AT THE MOST COMPREHENSIVE SCOPE THE RELEVANT JURISDICTION ALLOWS.
10. Exclusive Remedy
Your exclusive remedy under this EULA and the License is to cease any use of the Software and Services. If you have acted in complete compliance with this EULA and the License, you will be refunded (at our terms) with any payment you have actually paid to us for the period commencing on the beginning of the next month of subscription following your cease of use of the Services and you agree that this refund is your sole remedy. Such refund will be made using the same payment method you have chosen, at a time set by us.
Any misuse, abuse, modification, non-compliance with the License, breach of any law or third party's rights or any other misapplication of the Software, Services or this EULA will void the warranty above and you will not be entitled to any refund whatsoever.
THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE SERVICES.
11. LIMITATION OF LIABILITY
(a) NEITHER US NOR ANY OF OUR EMPLOYEES, MANAGERS, AGENTS OR ANYONE ELSE ON OUR BEHALF SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, WRONGFUL RESULTS, BUSINESS INTERRUPTION, THIRD PARTIES' (SUCH AS SEARCH ENGINES) ACTIVITIES RELATED TO THE SOFTWARE, REMOVAL FROM ANY SEARCH ENGINE RESULTS LIST OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE OR OF OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) OUR TOTAL LIABILITY TO YOU FOR ACTUAL AND DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED AND SHALL NOT EXCEED THE GREATER OF $500 (FIVE HUNDRED U.S. DOLLARS) OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE FOR THE PAST 3 MONTHS PRIOR TO THE RELEVANT OCCURANCE.
(c) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU OR, IF POSSIBLE, SHALL BE APPLIED TO YOU AT THE MOST COMPREHENSIVE SCOPE THE RELEVANT JURISDICTION ALLOWS.
(d) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THESE TERMS.
12. Basis of Agreement
The limited warranty and disclaimer, exclusive remedies and the limited liability set forth above are fundamental elements and are the basis of the agreement between us and you. We cannot provide the Software and/or Services on an economic basis without such limitations. Such limited warranty and disclaimer, exclusive remedies and the limited liability set forth inure to the benefit of our licensors as well
13. Consumer End Users
The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.
The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
(a) Your rights under this EULA will automatically terminate without notice from us if you fail to comply with any of its terms and any of the terms of the License in particular.
Your rights will also automatically end upon the expiry of the term set in the Package you paid for. It is your responsibility to keep track of the term of License still available to you and to extend that term for the period you require. We may, but we are under no obligation, to issue you with a notice prior to the expiry of the License.
(b) In case of such termination, you must cease all use of the Software and Services, and we may immediately revoke your access to the Software and Services without notice to you and without refund of any fees.
(c) Our failure to insist upon or enforce your strict compliance with this EULA will not constitute a waiver of any of our rights.
(d) We may amend any part of this EULA at our sole discretion by posting the revised terms on our website at https://www.zefo.com/s-terms.php. Your continued use of the Software and/or Services after any such amendment's effective date evidences your agreement to be bound by it.
(e) We may discontinue some or all of the Services we provide, and we may terminate your right to use any of the Services at any time, for any reason whatsoever and with no prior notice. In such an event the sole remedy you may have will be a refund for any Service you have actually paid for, for the period commencing upon said termination. To remove any doubt, the removal of one or more search engine results from the Services or the removal or change of any kind of Report, is explicitly no reason for a refund.
(f) To remove any doubt, please note that we are under no obligation and we will not keep any back up of data and Reports or other Services after the termination of your License.
15. Confidential Information
You acknowledge that the Software and Services contains confidential and proprietary information, including without limitation the Source Code, inventions, algorithms, know how, selection and appearance of data and other proprietary information contained therein (collectively, "Confidential Information"). You agree to protect the Confidential Information from discovery and dissemination and with at least the same degree of care employed with respect to your own confidential or proprietary information. You will not use the Confidential Information for any purpose other than in connection with your use of the Software and/or Services under this EULA. Under no circumstances will you allow any third party to have access to the Software.
(a) This EULA and any related dispute, including but not limited, to its interpretation, its breach, etc., and all other legal conflict for any cause whatsoever, including any tortuous or other claims shall be governed by the internal laws of the State of Israel, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts residing in Tel Aviv, Israel to resolve any disputes arising. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
(b) This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings or representations, whether oral or written, except any terms detailed by us on your purchase or license documentation which shall be considered as a binding part of this EULA. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software or the Services provided shall be of no effect. The failure or delay by us to exercise any of our rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
(c) No dealer, agent or employee of ours is authorized to make any amendment to this EULA unless such amendment is in writing and signed by a duly authorized representative of us.
(d) If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect.
(e) All questions, queries and notices concerning this EULA shall be directed to: firstname.lastname@example.org.
(f) ZEFO, Kidum Atarim and other marks, service marks, trademarks and all other protected works contained in the Software (included but not limited to any of its components, documentation, associated media, reports, data and data-collection, files, tools and other miscellaneous technical information are owned by Kidum Atarim Ltd. or their respective owners. You may not remove or alter any designation mark, trademark, trade names, product names, logos, copyright or other proprietary notices, legends, symbols or labels in the Software.
(g) You may not assign, delegate or otherwise transfer or sub-license this EULA or the License or any of your rights or obligations under this EULA without the prior written consent from us. Nevertheless, this EULA is freely assignable by us and will inure to the benefit of our successors and assigns. Any assignment in violation of this Section 14 is null and void.