Komoona Ltd. (“Komoona
) welcomes you (the “User(s)”
, or the “Publisher
“) to our website at http://www.komoona.com/
(including its subdomains) (collectively, the “Site
”). Komoona has developed a dynamic yield optimization platform working across major RTB exchanges and demand sources, to optimize Publishers ad revenue (the “Service(s)
“, as further described below). Each of the Site’s Users may use the Site and Service in accordance with the terms and conditions hereunder.
- Acceptance of the Terms
[http://komoona.com/privacy-policy] (collectively, the “Terms
“) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Site and Services and you acknowledge that these Terms constitute a binding and enforceable legal contract between Komoona and you. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICE
. The Site is available only to individuals who (a) are at least eighteen (18) years old; and (b) possess the legal capacity to enter into these Terms (on behalf of themselves and their organization) and to form a binding agreement under any applicable law. You hereby represent that you possess the legal authority to enter into these Terms, on your and your organization’s behalf and to form a binding agreement under any applicable law, to use the Site and Service in accordance with these Terms, and to fully perform your obligations hereunder.
- The Services and the Site
Komoona has established relationships with advertisers, ad networks, demand partners and/or SSPs for the purpose of providing ads, videos or other commercial content (collectively, the “Ads
“) on the Publisher’s websites, application or other properties (including without limitation, any content contained therein) (collectively, the “Properties
“) which allows such Publishers to display Ads on the Publisher’s Properties (collectively, the “Service(s)
“, as further detailed below). For purposes of these Terms, the term “Ads
” also includes scripts that run on the Publisher’s Properties even when an ad is not actually displayed on the Properties (i.e., if there is no demand for a specific advertising space at a particular moment). Our Services include, inter alia
, the following elements:
- Delivery of Ads (including scripts) to Publisher’s Properties with the use of its Software.
- Analysis and Forecast tools – Komoona may provide its Publishers with analytics tools, including “what-if” and forecast tools, which present statistics such as fill-rate, ecpm or revenue for hypothetical settings or scenarios (e.g., forecasting future revenue or presenting hypothetical past fill-rate for a different floor-price) (collectively, the “Forecast(s)“). Any Forecast is provided as a general guiding tool for the convenience of Komoona’s Publishers. In no event shall such Forecasts be binding or constitute any promise as to the Publisher’s performance. Any decision made by Publisher based on such Forecasts is at the sole responsibility of the Publisher, and Komoona shall not be liable to any damage or loss caused to Publisher by such decision.
(Collectively, the “Services
“) The Site includes general information about us, the Service or other services, and may provide you with additional resources such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, information, know-how, specifications materials, procedures, designs, data, the “look and feel“ of the Site, algorithms, source and object code, interface, GUI, interactive features related graphics, methods, illustrations, drawings, animations, and other features available on or through the Site (collectively, the “Content
“). ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE SITE ARE RESERVED TO KOMOONA OR ITS LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE AND THE CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” BASIS. KOMOONA WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE CONTENT AVAILABLE THEREIN. DUE TO THE ONLINE NATURE OF USE, WE DO NOT WARRANT THAT THE SITE, SERVICE OR ANY RESULTS THEREOF WILL FOREVER BE FREE OF VULNERABILITIES, ERRORS, BUGS OR OTHER INACCURACIES. ALTHOUGH KOMOONA MAKES COMMERCIALLY REASONABLE EFFORTS TO KEEP ALL TRAFFIC FLOWING THROUGH ITS SYSTEMS TRUTHFUL, GENUINE AND CLEAN OF ANY FORM OF FRAUD (INCLUDING “BOT TRAFFIC” AND OTHER FORMS OF AUTOMATED ACCESS, INVISIBLE PLACEMENT, ETC), KOMOONA DOES NOT GUARANTEE THAT ITS SYSTEMS WILL FOREVER BE FREE OF FRAUDULENT TRAFFIC. WE RESERVE THE RIGHT NOT TO SERVE ADS TO ANY TRAFFIC SUSPECTED AS FRAUDULENT, OR TO STOP SERVING ADS ALTOGETHER IN CASE HIGH PROPORTION OF THE TRAFFIC IS SUSPECTED AS FRAUDULENT, AT OUR SOLE DISCRTION. NEVERTHELESS, WE WILL MAKE EFFORTS TO SERVE PASSBACKS TO THIS TYPE OF TRAFFIC. YOUR USE OF THE SITE AND/OR THE CONTENT AVAILABLE THEREIN, AND/OR THE SERVICE IS ENTIRELY AT YOUR OWN RISK. Note
: You hereby acknowledge and agree that you may be charged for Internet, maintenance of network connection and data usage charges made through use of the Site, according to the applicable rates charged by your respective third party Internet and data usage service provider as may be from time to time.
- User Account
In order to use the Service, you are required to register and open an account (the “Account
. If you wish to either change your user name or password to log-in, or cancel and remove your Account, you may use the setting menu or you can send us an e-mail of your request to:firstname.lastname@example.org
. Your Account will terminate within reasonable time following your request to terminate your Account. We can suspend or terminate access to your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of Komoona, its users or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; (f) in case we have discovered fraudulent traffic or other dishonest conduct by you, in which event Komoona will also not be required to pay you for the display of Ads on your Properties, as shall be determined by Komoona, at its sole discretion; and/or (g) we are required to by law. We may, but will not be required to, provide you a notice in the event of any such suspension or termination. During a suspension, you will not have the ability to use or access your Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account. CANCELLING OR TERMINATING 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.
- Online Payment Processors
Payments may be processed via certain online payment service providers (“Online Payment Processors”)
- Payment Terms and Conditions
Komoona’s payment terms and conditions which are specified below may be updated from time to time at Komoona’s sole discretion. Payment Terms
Payment terms for all Users are “net 60” following the end of each calendar month. Komoona reserves the right to change the payment terms, with reasonable prior notice. Payment Details Accuracy
It is the Publisher’s responsibility to provide Komoona with payment details via the ‘payment details’ page in Publisher’s Account. Only you are responsible for the accuracy of payment details provided to Komoona. You shall have no claim against Komoona in case where a payment was processed according to wrong payment details provided by you. Payment Methods
Payments may be made through Online Payment Processors (see Section 4 above). Komoona offers multiple payment methods, including: International wire transfer, Automated Clearing House (“ACH”) (requires US bank account), payment via PayPal (requires “PayPal ID”) and via Payoneer (requires “Pioneer Payee ID”). In case the Publisher had set multiple payment methods, Komoona may choose which one to use based on efficiency and availability. Publishers with balance over USD 1,500 may request that a specific payment method be used by contacting their account-managers or by emailing email@example.com
, and Komoona will make reasonable business efforts, subject to availability, to accommodate such requests. Komoona reserves the right at its sole discretion to change the payment method, subject to availability, without any prior notice. Unless otherwise agreed to in writing by Komoona, payments under USD 1,500.00 will not be processed via Bank wire transfers. In case the Publisher didn’t provide a PayPal ID, Payoneer Payee ID or ACH details, balance will move forward to next payment cycle until reaching a minimum of USD 1,500.00, when it would be possible to use Bank wire transfer. Minimum Balance to Process
Balance with less than USD 20.00 will not be processed and will move forward to next payment cycle until reaching a minimum of USD 20.00. Other Fees
You should be aware that local bank fees, Paypal fees or Payoneer fees and other fees applicable by law and settings might apply with any payment. Such fees are not included in the Komoona Services and you shall be solely responsible to pay such fees to the applicable Online Service Provider. Reporting and Counts
You agree that any counts, including impression counts, served Ads or any other count shall be solely determined by Komoona. In case of any perceived discrepancy between your counts and Komoona’s counts, you may contact your account-manager, or contact us by firstname.lastname@example.org
, and Komoona shall make all reasonable efforts to mitigate or resolve any issues; however, the numbers which shall be used for all purposes, including for calculating payments, shall be based on Komoona’s counts alone. Dependency on 3rd Parties
Komoona serves Ads on behalf of various demand sources, and the payment made to Publisher in consideration for the delivery of such Ads originates from said demand sources, not Komoona. You hereby agree that in any case where such demand source did not pay Komoona in full for your traffic for one of the reasons detailed below, Komoona will not be required to pay you for the display of Ads on you Properties: (i) detected or suspected fraud, based on the demand source’s sole discretion; (ii) any breach of Komoona’s Terms; or (iii) in case the demand source suffers insolvency. Passbacks
Komoona provides Publishers with the option of setting a “passback” for each placement, i.e. a code which shall be called when Komoona’s script was served to but had no matching Ad to display. You can set a passbacks via your Account or by contacting your account-manager by emailing us at email@example.com
. Please note that while Komoona invests considerable efforts in making sure passbacks are being called, there are circumstances out of our control which may render such call impossible (e.g., in the event an end-user closed the browser or browsed to a different website, in the event of technical malfunctions, etc.). In case of any perceived issue related to passback calls, Publishers should contact their account-manager and Komoona shall make all reasonable efforts to mitigate or resolve any issues. However, Komoona assumes no responsibility over passbacks, and shall not be liable to any loss or damage attributed to passback calls. Floor Prices
Komoona provides Publishers with the option of setting a “floor price” or “minimum price” for each placement in which Komoona’s Service is being used. Such setting dictates that each served ad shall be sold for no less than the set floor price, on average (calculated over a calendar day). For instance, if the floor price for a specific placement was set to $0.3 CPM (Cost Per Mille, i.e per 1,000 sold Ads) and in a given day 1,000 Ads were served by Komoona to this placement, Komoona shall add at least $0.3 to Publisher’s balance for these sold Ads. The amount of served Ads shall be determined by Komoona alone. This number shall be communicated to the Publisher through the Account. Only numbers marked as “final” in the Account would be used for payment purposes. Changing Floor Prices
Publishers may change floor prices via the Account. Floor price changes shall take effect within up to 24 hours of the change.
- Ad Placement and Positioning; Publisher’s Properties; Publisher Warranties
The Publisher will (a) display and/or transmit the Ads served by Komoona, without modification, only on the Properties and – if required – in the manner and location required by Komoona; (b) not edit or modify the Ads in any way without Komoona’s written approval; and (c) adhere to Komoona’s instructions in this respect, which may be provided from time to time. The Publisher is solely responsible for the ownership, development, maintenance and operation of its Properties. The Publisher acknowledges that it neither owns nor acquires any rights in and to the Ads, but it is only granted a limited, revocable, non-exclusive and non-sublicensable right to display, via our Software and Services, the Ads in its Properties in accordance with the terms herein. Other than as expressly provided hereunder, the Publisher further acknowledges that it neither owns nor acquires any rights in and to the Services, the Software or any technology employed by Komoona (or any third party on its behalf) to manage and deliver the Ads in connection with the Services. The Publisher hereby represents and warrants that (a) it has all necessary rights and authority to enter into and abide by these Terms, and (b) it performance hereunder does not and will not violate any agreement to which Publisher is a party or by which it is otherwise bound. In addition, the Publisher hereby represents and/or commits that that the Properties (i) are owned or validly licensed for use by the Publisher, (ii) do not constitute defamation, libel or obscenity, (iii) do not violate applicable laws or regulations, (iv) do not contain depictions of or promote illegal content; (v) do not infringe or violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity, including without limitation rights of privacy and publicity, (vi) do not contain pornography or any material that is offensive, makes reference to illegal substances, alcohol, gambling or tobacco, or is endorsing or encouraging violence, hatred, revenge, racism, victimization, discrimination of any kind, criminal activity or which is otherwise prohibited by any applicable law; and (v) do not result in any consumer fraud, product liability, breach of contract to which Publisher is a party or cause injury to any third party. In addition, Publisher shall comply with any advertiser’s and/or SSP’s requirements or guidelines with respect to the Ads, as may be provided by Komoona to Publisher from time to time. Publisher agrees that it will not use the Service in connection with any Properties directed to Minors. The term “Minor” shall mean a Child as such term is defined under the Children’s Online Privacy Protection Act
of 1998 and the rules promulgated by the Federal Trade Commission (FTC) under that Act, including but not limited to the Children’s Online Privacy Protection Rule
16 C.F.R. Part 312 (the “COPPA
“) or any other under-age individual as defined by applicable children protection legislation in any relevant jurisdiction.
Publisher will (i) notify Komoona in writing of any Properties which are or may be considered as a “Child Property” under the COPPA, and (ii) to the extent required by applicable laws, implement reasonable commercial means within the Properties for identifying Minors when the Properties are not primarily directed at children under such age; all in order to enable Komoona to block collection of information from Minors. Publisher warrants that Publisher will not knowingly send to Komoona any traffic considered as fraudulent, including any traffic generated by automated means or any other type of traffic not originating in genuine human beings, legitimately and knowingly interacting with web-pages or applications (“Fraudulent
“). In the event that we discover any such Fraudulent, as shall be determined by Komoona at its sole discretion, you shall not have any right with respect to payments resulting from such traffic, and Komoona shall not be required to pay you for the display of Ads on your Properties.
- Warranty Disclaimer with respect to Ads and the Service
Publisher acknowledges and agrees that Komoona is not in fact an agent of advertisers or SSPs, but a conduit for such advertisers or SSPs to reach a network of publishers. Komoona will have no liability to Publisher for breaches caused by, or liabilities caused by advertisers or SSPs. THE SERVICES, THE SOFTWARE, THE ADS AND ALL OTHER CONTENT, DATA, MATERIALS AND DOCUMENTATION PROVIDED IN CONNECTION WITH THE SERVICE BY KOMOONA AND ITS SUPPLIERS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. KOMOONA AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. KOMOONA DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE OR VIRUS-FREE.
- Data Collection and Usage with respect to Publisher’s End-Users
Any and all data (non-personally identifiable data and personally identifiable data) with respect to Publisher’s end users’ engagement with Ads on the Properties (collectively, the “Publisher Data
, non-identifiable information, aggregated and analytics information) (“Analytics Information
“)), in order to provide and improve Komoona’s products and services and for any legitimate business purpose. Komoona is and shall remain the sole owner of the Analytics Information.
Publisher agrees that Komoona may identify Publisher as a user of Komoona’s Services and use Publisher’s trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by Komoona on Komoona’s website and other promotional channels for promotional purposes.
- Special provisions relating to Third Party Components
The Services (including the Software) 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. 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. These Terms do not apply to any Third Party Components accompanying or contained in the Services and Komoona disclaims all liability related thereto. You acknowledge that Komoona is not the author, owner or licensor of any Third Party Components, and that Komoona makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source“ or “publicly available“ software.
- Use Restrictions
There are certain conducts which are strictly prohibited when using our Site, Content, Services or Software. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at Komoona’s sole discretion) in the termination of your use of the Site or Services and may also expose you to civil and/or criminal liability.Unless otherwise explicitly permitted under these Terms or in writing by Komoona, you may not
(and you may not permit anyone to
): (a) use the Site, the Content and/or the Services for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or Content for non-personal or commercial purposes; (c) remove or disassociate, from the Content, the Site and/or the Services (including the Software) any restrictions and signs indicating proprietary rights of Komoona or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site or the servers or networks that host the Site, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Site; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site and/or Services; (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content or Software provided to you or made available for you by Komoona on or through the Site or Services, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Komoona’s proprietary rights, including Komoona’s Intellectual Property (as such term is defined below), in any way or by any means; (k) make any use of the Content on any other site or networked computer environment for any purpose; (l) create a browser or border environment around the Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or Content; (n) frame or mirror any part of the Site; (o) create a database by systematically downloading and storing all or any of the Content from the Site; (p) transmit or otherwise make available in connection with the Site or Services any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the Site or Services for any purpose for which they were not intended; and/or (r) infringe and/or violate any of the Terms. For the avoidance of doubt, this Section adds to and does not derogate from any other restrictions imposed on Publishers under these Terms.
- Intellectual Property Rights and License
Subject to the terms and conditions herein, the Company hereby grants to you, and you accept, a limited, worldwide, non-exclusive, non-transferable, non-sublicensable and fully revocable license to install and use the Software in connection with your Properties solely in binary executable form and for the purpose of enabling you to use the Services offered by the Company via the Software, all in accordance with the Terms. The Site, the Content, the Services (including the Software), the Company’s proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property
”), are owned by and/or licensed to the Company and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors. The Terms do not convey to you an interest in or to the Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law. To the extent you provide any feedbacks, comments or suggestions to Komoona (“Feedback
”), Komoona shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any Komoona current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Komoona to comply with any additional obligations with respect to any Komoona current or future products, technologies or services that incorporate any Feedback.
- Trademarks and Trade names
“Komoona” Komoona™, Komoona’s marks and logos and all other proprietary identifiers used by the Company in connection with the Site (“Company Trademark
s”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site belong to their respective owners (“Third Party Marks
”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
- Social Media Features
The Site may include social sharing and posting features and other integrated tools (for example the Facebook “Share” buttons, sharing and posting content via Twitter, Facebook, Google+ etc.) (“Social Features
“). The Social Features are operated by third party social networks or third party platforms (“Social Network
” or “Platform
- Linking to Komoona’s Site and Links to Third Party Sites
, in order to know what kind of information about you is being collected.
The Site’s and Services’ availability and functionality depends on various factors, such as communication networks. Komoona does not warrant or guarantee that the Site or the Services will operate and/or be available at all times without disruption or interruption, or that they will be immune from unauthorized access or error-free.
- Changes to The Site or Services
Komoona reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently this Site (or any part thereof, including but not limited to the Content) or the Services without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Site may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Komoona shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Site or the Content included therein, or the Services. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
- Disclaimer and Warranties
THIS SECTION ADDS TO AND DOES NOT DEROGATE FROM ANY OTHER DISCLAIMERS CONTAINED IN THESE TERMS. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE AND CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS
”, “WITH ALL FAULTS
” AND “AS AVAILABLE
” BASIS, AND KOMOONA, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “KOMOONA’S REPRESENTATIVES
“), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE. WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SITE OR CONTENT OR SERVICES IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE OR SERVICES, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR THE CONTENT AND/OR THE SERVICES (INCLUDING THAT THE RESULTS OF USING THE SITE OR SERVICES WILL BE EFFECTIVE, ACCURATE OR MEET YOUR REQUIREMENTS). KOMOONA AND KOMOONA’S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE AND SERVICES, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE OR SERVICES, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION DISPLAYED WITHIN THE SITE. WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN KOMOONA. WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. YOU AGREE THAT USE OF THE SITE AND/OR THE CONTENT AND/OR THE SERVICES IS ENTIRELY AT YOUR OWN RISK. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
- Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL KOMOONA, INCLUDING KOMOONA’S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THE SITE AND/OR THE CONTENT AND/OR THE SERVICES, AND/OR THE FAILURE OF THE SITE OR SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF KOMOONA TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF KOMOONA OR KOMOONA’S REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER KOMOONA OR KOMOONA’S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, KOMOONA’S AND KOMOONA’S REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE OR THE CONTENT OR THE SERVICES SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO KOMOONA FOR USE OF THE SITE OR $US1.00, WHICHEVER IS GREATER. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless Komoona, including Komoona Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Site and/or Content and/or Services; (ii) your violation of any of these Terms (including any warranties or representations); (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party in connection with your use of our Services; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site or Services. It is hereby clarified that this defense and indemnification obligation will survive these Terms. Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
- Amendments to the Terms
The Company may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Site on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
- Termination of Site’s or Services’ operation
At any time, Komoona may without notice discontinue your use of the Site or Services, at its sole discretion, in addition to any other remedies that may be available to Komoona under any applicable law. Additionally, Komoona may at any time, at its sole discretion, cease the operation of the Site or Services or any part thereof, temporarily or permanently, delete any information or Content from the Site or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, Content or features therein without giving any prior notice. You agree and acknowledge that Komoona does not assume any responsibility with respect to, or in connection with the termination of the Site’s or Service’s operation and loss of any data. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer and Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Site or Services or the use thereof will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site or Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv-Jaffa District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Komoona may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by Komoona, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
- Information, Support or Questions:
If you have any questions or comments concerning the Terms, you are most welcome to send us an e-mail firstname.lastname@example.org