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Terms of Use

SmartUp \ Terms & Conditions

SMARTUP

TERMS OF USE

 

These terms of use (these “Terms”) represent a legal agreement between you and SmartUp (“SmartUp”) and govern your use of all of the following (collectively, the “Services”):

(i)       the SmartUp website at www.smartupacademy.org and any other website operated by SmartUp (together, the “Site”);

(ii)       any products, services and applications offered by SmartUp (the “Products”); and

(iii)      any information, data or other materials contained in or accessible by means of the Site or the Products (the “Information”).

By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by and comply with these Terms.

  1. LICENSE.  SmartUp grants you a non-exclusive, non-assignable, revocable license (the “License”) to access and use the Services during the term hereof, subject to all of the terms and conditions hereof, including your satisfaction of all registration, payment and/or other requirements to the extent applicable to particular Products, as described on the Site. Under this License you may not:
  • use the materials contained within the Services for any commercial purpose;
  • attempt to decompile or reverse engineer any software contained within the Services;
  • remove any copyright or other proprietary notations from the Services and the materials provided by the Services; or
  • transfer the Services and the materials contained within the Services to any other person, “backup” or “mirror” the Services or materials in any way.

This License shall automatically terminate if you violate any of the Terms and may be terminated by SmartUp at any time. Upon terminating your viewing of these materials or upon the termination of this License, you must destroy any saved or installed materials in your possession whether in electronic or printed format.

  1. USER CONDUCT.

(a)   In using the Services, you agree not to:

(i)     violate any applicable international, federal or local laws, regulations or rules or any securities exchange requirements (collectively, “Laws”);

(ii)    make any Information available to SmartUp if doing so would violate any applicable Laws, industry or professional codes or standards, contractual or fiduciary obligations, confidentiality obligations, or employer policies or other requirements to which you are bound;

(iii)   transmit any information, data, images, or other materials that are unlawful, harmful, threatening, harassing, libelous, defamatory, vulgar, obscene or otherwise objectionable or that may invade another’s right of privacy or infringe any intellectual property right, including patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party;

(iv)   impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

(v)    violate or attempt to violate the security of any of the Services, including: logging in to a server or account that you are not authorized to access; attempting to test, scan, probe or hack the vulnerability of the Site or any network used by the Site or to breach security, encryption or other authentication measures; or attempting to interfere with the Site by overloading, flooding, pinging, mail bombing or crashing it;

(vi)   Reverse engineer, decompile or disassemble any portion of the Services; or

(vii)  “Scrape” information from the Services, or use or attempt to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to navigate or search any portion of the Site, other than the search engine and search agents available from SmartUp on the Site and generally available to third party web browsers (e.g., Mozilla Firefox, Google Chrome and Microsoft Internet Explorer and Edge).

(b) You agree to: (i) provide true, accurate, current and complete information about yourself if prompted by a registration form; and (ii) maintain and update this information to keep it true, accurate, current, and complete.

  1. ADDITIONAL OBLIGATIONS.

(a) You may not develop or derive for commercial sale any data in any form that incorporates or uses any of the Information. Except with the prior written consent of SmartUp, you may not transfer or disclose any Information to anyone else. You may not use the Services in a commercial service bureau environment including any provision or export of Information to third parties in any form whatsoever. You may use the Services solely for personal and/or your internal business purposes only, subject to the limitations set forth herein.

(b) You may not modify, distribute, publish, license, create derivative works from, transfer or sell any Information.

  1. YOUR SUBMISSIONS

(a) The Services may contain information, text, links, graphics, photos, videos, or other materials (“Content”), including Content created or submitted to the Services by you. We take no responsibility for, and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any of your Content or that of other users of the Services.

(b) Any ideas, suggestions, and feedback about SmartUp or our Services that you provide to us are entirely voluntary, and you agree that SmartUp may use such ideas, suggestions, and feedback without compensation or obligation to you.

(c)  You are solely responsible for the content of any submission you make to the Site. SmartUp reserves the right, but does not assume any obligation, to delete messages or other content that SmartUp, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable.

(d)   SmartUp does not want to receive confidential or proprietary information from you through the Site. Any information or material sent to SmartUp will be deemed NOT to be confidential. By sending SmartUp any information or other material, you grant SmartUp a non-exclusive, unrestricted, irrevocable, perpetual, royalty-free, worldwide, transferrable, right and license, in all formats or media,  to use, reproduce, display, translate, rent, sell, modify, disclose, create derivative works from and distribute that material or information, and you also agree that SmartUp is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. You further agree to indemnify, defend and hold SmartUp harmless from any liability arising due to the use or distribution of any such material or information.

  1. PROPRIETARY RIGHTS.

(a)   SmartUp and/or its licensors own the Services, including all software and other technology provided or employed by SmartUp in connection with the Services, and the contents, design, layout, functions, appearance and other intellectual property comprising the Services, including all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights inherent therein or appurtenant thereto. You shall abide by all additional copyright notices or restrictions contained in any content accessed through the Site.

(b)   By furnishing Information, SmartUp does not grant any licenses to any copyrights, patents, trademarks, trade secrets or other intellectual property rights other than the limited rights to use the Services, as set forth herein.  All rights not expressly granted herein are reserved by SmartUp.

  1. PROVISION OF SERVICES.

(a)   SmartUp may make improvements or changes in the Services at any time without notice.

(b)   SmartUp shall not be responsible for any failure to remove, or delay in removing, harmful, inaccurate, unlawful, or otherwise objectionable content originating with or otherwise provided by third parties except to the extent provided by law.

(c)   SmartUp shall not be liable for any loss or damage resulting from total or partial loss of any data you may store with the Site or from any corruption of your data. Data can get lost or become corrupt as a result of a number of causes, including hardware failures, software failures or bugs, or communications failures. SmartUp recommends that you periodically back up your information and web summaries onto media not associated with SmartUp, including printing a hard copy.

(d)   SmartUp shall not be responsible for any disruption in the provision of the Services, regardless of length.

  1. TERM; TERMINATION. The term hereof will commence when you first access the Services and continue in effect until terminated by either party.  SmartUp may, in its sole discretion, terminate or suspend your access to all or part of the Services for any or no reason and with no prior notice to you.  If you wish to terminate your relationship with SmartUp, you may do so by following the instructions on the Site or through the Services and must discontinue use of the Services. Upon termination of these Terms for any reason, the License granted herein will likewise terminate and you shall immediately cease using or accessing the Services. Any fees paid to SmartUp are non-refundable. All provisions of these Terms which by their nature should survive termination of these Terms and the use of the Services shall survive termination, specifically including, without limitation, licenses of your submissions, proprietary rights, warranty disclaimers, indemnity, limitations of liability, and miscellaneous.
  2. LINKS. The Site contains links to websites that SmartUp does not operate. SmartUp is not responsible for the content of those websites, and you should direct any concerns regarding them to their respective site administrators or webmasters.
  3. REPRESENTATIONS AND WARRANTIES; INDEMNITY. You represent, warrant and covenant (a) that no materials of any kind submitted through the Site will (i) violate, plagiarize, or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contain libelous or otherwise unlawful material; and (b) that you are at least eighteen (18) years old. You hereby indemnify, defend and hold harmless SmartUp and its successors or assigns, and all officers, directors, owners, agents, information providers, affiliates, licensors and licensees of the foregoing (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms or the foregoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any such claim. SmartUp reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
  4. DISCLAIMERS; LIMITATIONS.

(a) IN CONSIDERATION OF THE BENEFITS PROVIDED TO YOU HEREIN, YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITATION OF THE FOREGOING, SMARTUP EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. SMARTUP DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE SERVICES.

(b) IN NO EVENT SHALL SMARTUP BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, DELAY IN USING, OR INABILITY TO USE THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AND THUS THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, SMARTUP’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO USD $100.

  1. PRIVACY.  Your use of the Services is subject to SmartUp’s Privacy Policy, located at www.SmartUpAcademy.org/privacy, the provisions of which are incorporated herein by reference.   By using the Services, you acknowledge and consent to SmartUp’s Privacy Policy, including SmartUp’s collection, use and disclosure of information as provided therein.
  2. CHANGES TO THE TERMS. SmartUp may modify these Terms at any time by posting changes on the Site or by sending you notice through the Services, via email or another standard means of electronic communication; however, (i) such changes will only become effective and binding after SmartUp provides notice through one of those means and you first use the Services following the date of such posting, (ii) the changes will only apply with respect to your use of the Services after such changes become effective, and (iii) any imposition or change of fee obligations will only apply if and when you expressly agree. If at any time you find these Terms unacceptable and do not agree with them, you should terminate all use of the Services and thereafter will have no right to use or access them. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Use constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Use in effect at the time of such use.
  3. MISCELLANEOUS.

(a)   Relationship. No joint venture, partnership, employment or agency relationship exists between you and SmartUp as a result of these Terms and/or your use of the Services.

(b)   Effective Date.  These Terms shall be effective as of the date you first use any of the Services.

(c)   Entire Agreement. These Terms represent the entire binding agreement between you and SmartUp with respect to the subject matter hereof, and supersede any and all prior understandings, statements or representations, whether electronic, oral or written, regarding the Services. If you use particular Services, you and SmartUp shall be subject to any additional posted terms, guidelines or rules applicable to such Services.  A printed version of these Terms and of any notice given shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(d)   Assignment and Waiver. SmartUp may assign these Terms at its discretion. You may not assign, sublicense or transfer these Terms or the License granted herein in whole or in part to anyone else. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced.

(e)   Jurisdiction. These Terms shall be governed by the laws of the State of Israel, without regard to conflict of laws rules, and you hereby give your consent to have any action or dispute between you and SmartUp resolved exclusively within the jurisdiction of the courts located in Tel-Aviv, Israel.

(f)    Equitable Relief. In addition to money damages, SmartUp shall be entitled to seek equitable relief where appropriate if you breach any of these Terms.

(g)  Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable, that provision will be fully severable. These Terms will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from these Terms and they shall be construed to the extent of their enforceability in light of the parties’ mutual intent.

(h)  Notices. Notices required or permitted hereunder that are intended for you personally and not all users of the Services shall be sent to you at the most recent email address on file with SmartUp. Notices to SmartUp shall be sent by email to [email protected].

 

 

 

Last updated: 16 November 2022