IMPORTANT: BY ACCESSING AND/OR USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT ACCESS OR USE THE SERVICES.
1. Acceptance of Terms
We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on the Services. You should check our Services periodically and review changes to the Terms at: https://www.dgm.life/contact-us/terms-conditions. By continuing to use and/or access the Services following such modifications, you agree to be bound by such modifications.
Subject to the terms and conditions set forth herein and payment of applicable Fees, Company hereby grants to you, and you accept, a personal for an internal use only, nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and make internal and non-commercial use of the Services, only according to the terms of these Terms. The license may be terminated by Company at any time.
3. Limitations on Use
You agree not to, whether directly or indirectly (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share your account and/or any of your rights under these Terms with/to any third party; (ii) transfer, distribute, scrap, copy all or any part of the Services and/or the Company IPR (as defined below) and/or use the Services for time sharing or a service bureau purposes; (iii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Services, or use such results for your own competing activities; (iv) syndicate any part of the Services or refer to the Services by use of framing or utilize the Services including without limitation any related point of presence, servers and network, in any way which will result in the violation or circumvention of any applicable laws or regulations including, without limitation, those enforcing censorship, privacy, government authority restrictions or other; (v) make use of the Services in any jurisdiction where same are illegal or which would subject Company or its affiliates to any registration requirement within such jurisdiction or country; (vi) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use, including without limitation sending spam; (vii) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (viii) use the Services in a manner that is reasonably likely to bring any person or property into disrepute, including any use in advertising or promoting illegal behavior, hostility or discrimination based on race, religion, ethnic background, sex, age, disability or sexual preference or any other subject matter that would be reasonably likely to be offensive or unflattering to any such person or proper, (ix) access the Services through or use with the Services any automated or unauthorized means, services or tools including without limitation any data mining, robots, or any other automated means or data gathering and extraction tools "deep-link", "page-scrape", "robot", "spider", "crawler" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, including without limitation to extract for re-utilization, access, acquire, copy or monitor any portion of the Services, or in any way reproduce or circumvent the navigational structure or presentation of the Services, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Services; (x) penetrate or circumvent or attempt to penetrate or circumvent any technical restrictions or limitations included in the Services or their servers; (xi) perform any act that destabilizes, interrupts or encumbers the Services or their servers or use "load testers", that enable sending more request messages to the servers of the Services, in a given period of time, than a human can reasonably send in that time period by using the Services; (xii) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Services or create derivative works thereof; (xiii) create false personas, multiple identities, set up an account on behalf of someone other than yourself or create another account after We have already disabled your account; (xiv) attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service; (xv) download or otherwise export or re-export the Services or underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel has embargoed goods and services; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders; (xvi) contest Company's Intellectual Property Rights (as defined below) to the Company IPR (as defined below); (xvii) remove or modify any copyright, trademark or other proprietary rights notices contained in or on the Services; and/or (xviii) cause or permit any third party to do any of the foregoing.
You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services.
4. Ownership of Proprietary Rights
The Services, including without limitation any underlying tools, data, software, platforms, algorithms, technology, design, UI, any information, logos, trade-names and brands, services, texts, files, charts, graphs, photos, videos, sound, music, organization, structure, "look and feel", specifications, Feedback (defined below), and features and any enhancements, improvements and derivatives thereof and all Intellectual Property Rights related thereto ("Company IPR") are the exclusive property of Company and/or its licensors who retain all right, title and interest in connection therewith.
No transfer or grant of any rights by Company is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the Company IPR or otherwise, except for the limited license set forth in Section 2 above.
We appreciate hearing from our users and welcome your comments regarding the Services. Notwithstanding anything to the contrary herein, please be advised, however, that if you send us ideas, suggestions, inventions, or materials regarding the Services ("Feedback"), We shall: (i) own all right, title and interest in and to the Feedback without any restriction; (ii) not be subject to any obligation of confidentiality; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation or credit to you or any other person.
"Intellectual Property Rights" means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress, the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
5. Third Party Components
The Services may use or include third party software, files and components that are subject to open source and third party license terms ("Third Party Components"). Your right to use such Third Party Components as part of, or in connection with the Services is subject to any applicable acknowledgements and license terms accompanying such Third Party Components contained therein or related thereto, as set forth in the link available at: https://policies.google.com/privacy?hl=en-US, which may be updated from time to time. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. You hereby agree to such terms associated with the Third Party Components. The Third Party Components are provided on an "AS IS" basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed "open source" or " publicly available" software.
6. Your Content
- Your Content. You shall have sole responsibility and liability for Your Content (as defined below). Company shall not be liable for any and all parts of Your Content and shall be entitled, under its sole discretion, to remove or edit any of Your Content at Company's sole discretion and without notice or explanation. Company does not provide back-up or archive services and you are solely responsible for maintaining adequate backups of Your Content. You hereby grant Company a worldwide, irrevocable, perpetual, royalty-free, license fee free, transferable, sublicensable license to use and fully exploit Your Content.
- Representations and Warranties. You hereby represent and warrant that Your Content: (i) complies with and will comply with all applicable laws, rules and regulations, the Terms and does not and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights and the right to privacy; and (ii) does not contain any threatening, offensive, racist, hateful, threatening, violent, sexually explicit, obscene, libelous, defamatory or otherwise inappropriate content.
- "Your Content"shall mean any and all content that you upload, send or refer to through the Services, including without limitation any text, images, links, data or any other content or information.
7. Your Account
You are solely responsible for any actions performed in your account and/or in the Services under your credentials. Keeping your credentials safe is your sole responsibility. If you have any reasons to suspect that your credentials were discovered by any third party, or that there was an unauthorized access to your account you will immediately notify Company and modify your login information. The Services are intended for use and/or access by users at least eighteen (18) years old, you hereby declare that you are eighteen (18) years old or older and undertake to monitor your account to ensure that no minor under that age has access to the Services.
- Fees. Some of the Services are subject to payment of fees according to your designated account ("Fees") VAT will be added if applicable, in the country where you are established. All Fees are non-refundable. Company may, at its discretion, at any time, change the Fees and/or payment method. You will be charged the Fees that arise from such changes only after a notice is provided, either by email and/or a prominent notice on the Services. By continuing to use and/or access the Services following such notice, you agree to be bound by such modifications.
- Taxes. The Fees are exclusive of taxes, if any, which taxes will be borne by you. You are responsible for reporting and paying taxes in connection with the Services, along with any related penalties or interest, as applicable to your purchase or country of purchase. In the event that you are required by law to deduct and/or withhold any amount from any payments made hereunder, the Fees shall be deemed as grossed-up and increased such that the actual net amount to be paid to Company shall be equal to the Fees that would have been due to Company without such deduction or withholding.
9. User Warranties and Representations
You represent and warrant to Company that: (a) you have, and will have at all times, all permits, consents, licenses and approvals for your use of and/or access to the Services and as required to fulfill your obligations herein, including without limitation in respect of Your Content; (b) you and your use of the Services will comply with all applicable laws, regulations, rules and standards; (c) you are not located in or a national or resident of any of the countries or entities referred to in Section 3(xv) above and/or any country or entity that is subject to a U.S. and/or Israel Government embargo, or that has been designated by the U.S. and/or Israel Government as a "terrorist supporting" country and are not listed on any U.S. Government and/or Israel list of prohibited or restricted parties.
YOU AGREE THAT YOUR USE OF THE SERVICES AND/OR THE COMPANY IPR SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION COMPANY IPR ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
COMPANY DOES NOT WARRANT THAT THE COMPANY IPR AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE COMPANY IPR OR SERVICES INCLUDING WITHOUT LIMITATION THEIR COMPLETENESS, CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY OR OTHERWISE. WITHOUT DEROGATING FROM THE FOREGOING, THE INFORMATION PROVIDED THROUGH THE SERVICES MAY BE PARTIAL, OUT-DATED, INACCURATE AND SUBJECT TO CHANGE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY OR ADVISABLE TO PROTECT YOURSELF AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SERVICES AND/OR ANY OF THE COMPANY IPR.
THE SERVICES ARE PROVIDED TO YOU MERELY AS A TOOL/MERE CONDUIT ON THE OCNDITION THAT YOUR USE OF SUCH TOOL IS MADE IN A LAWFUL AND NON-INFRINGING MANNER, INCLUDING WITHOUT LIMITATION IN REPSECT OF APPLICABLE PRIVACY AND DATA PROTECTION OBLIGATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12. Limitation of Liability
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL COMPANY AND ITS AFFILIATES, AND ITS AND THEIR PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SERVICES, COMPANY IPR, THIRD PARTY CONTENT, OR YOUR RELIANCE THEREON OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY COMPANY. WITHOUT DEROGATING FROM THE FOREGOING, IF DESPITE THE FOREGOING COMPANY WILL BE FOUND LIABLE OR RESPONSIBLE BY A COMPETENT AUTHORITY, UNDER ANY LEGAL THEORY, COMPANY'S AGGREGATE LIABILITY SHALL NOT EXCEED $100 USD.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold Company and anyone on its behalf, including but not limited to, all of its partners, owners, managers, officers, affiliates, employees, licensors and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys' fees, expert fees' and other costs of litigation) arising from, incurred as a result of, or in any manner related to: (a) Your Content; (b) any use of your account and/or the Services; and/or (c) any breach of these Terms.
14. Third Party Content
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Services and/or Company IPR immediately (including without limitations the license set forth in Section 2 above), at our sole discretion without notice. Upon termination you shall: (i) immediately cease using the Services; (ii) pay all outstanding Fees; and (iii) the following Sections shall survive: 1, 3-6, and 8-15 and 17.
16. Notice and Takedown
(i) These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to the principles of conflict of law therein. The parties hereto consent to the exclusive jurisdiction of the courts of Tel Aviv-Jaffa, Israel. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) notwithstanding the foregoing, in the event of breach or threatened breach by of any provision of these Terms by you, Company could suffer significant and irreparable harm that could not be satisfactorily compensated in monetary terms, and that the remedies at law available to Company may otherwise be inadequate and Company shall be entitled, in addition to any other remedies to which it may be entitled to under law or in equity, to the immediate ex parte issuance, without bond, of an equitable relief, including without limitation an injunctive relief, in any jurisdiction worldwide. You hereby acknowledge and agree that Company shall not be required to post bond as a condition to obtaining or exercising any such remedies, and you hereby waive any such requirement or condition; (iii) If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iv) You acknowledge and agree that Company has the right, at any time and for any reason, to redesign or modify the Company IPR and other elements of the Services or any part thereof; (v) these Terms are the entire agreement between you and Company regarding the subject matter herein; (vi) Company may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Company. Any unauthorized assignment will be void and of no force or effect; (vii) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and Company any rights, remedies or other benefits under or by reason of these Terms; (viii) Company's failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Company as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (ix) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (x) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN RESPECT THEREOF.
Last updated: May 6, 2020.