Terms of Service

The following terms and conditions apply to all users who use Copenda services (defined below).

Copenda terms of use

By using Copenda services, including servers, databases, directories, network, tools, information, components, Copenda.com, features, functionality, as well as any application, software, component, program created or made available by Copenda as well as to any software application, tool, feature, service and website provided by or through Copenda (“Copenda”), that utilizes, is supported by, influences the functionality and user experience of, or utilizes for its operation, to any extent, directly or indirectly, any of the above (“Copenda Services”) you agree to these terms and conditions, and all modifications thereto including all rules that may be published from time to time by Copenda ("Terms of Service") and the Copenda privacy policy. Each time you use a Copenda Product, you reaffirm your acceptance of the then-current Terms of Service. If you do not wish to be bound by these Terms of Service, you may discontinue using Copenda Services. You cannot use Copenda Services until you have accepted these Terms of Service.

You agree and understand that certain Copenda Services, features and other premium services offered by or through Copenda (including services from Copenda) may be subject to additional terms and conditions or registration requirements. You agree to abide by these additional terms and you further agree that a violation of those terms while you are accessing those products with your Copenda user ID or through a Copenda Product shall constitute a breach of these Terms of Service.

Changes to Terms of Service

Copenda may change the Terms of Service at any time and in its sole discretion. The modified Terms of Service will be effective immediately upon posting on or through the Copenda website (www.Copenda.com) and you agree to the new posted Terms of Service by continuing your use of Copenda Services. Copenda will provide at least 30-days' notice before any material changes take effect. If you do not agree with the new/modified Terms of Service, your sole remedy is to discontinue using Copenda Services and cancel your registration.

Grant of License

Copenda and its vendors grant you a personal, limited, non-exclusive, non-transferable, non-assignable license to use Copenda services in accordance with these Terms of Service.

Limitation of Use

You May Use Copenda Services for Lawful Purposes Only

You may not use Copenda Products in any manner that (1) violates or infringes in any way upon the rights of others, (2) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, or otherwise objectionable, (3) encourages conduct that would constitute a criminal or other offense, (4) gives rise to civil liability, or (5) otherwise violates any applicable local, state, federal or international law, ordinance including any regulations requirements, procedures or policies in force from time to time, or any right of any third party, including without limitation, any right of privacy or publicity. You also may not undertake any conduct that, in Copenda judgment, restricts or inhibits any other user from using or enjoying Copenda Services.

No Spam, No harvesting

You may not use Copenda Services to send unsolicited bulk communications, including through e-mail. You may not harvest or collect information from Copenda Services. Any violation of these provisions may result in immediate termination of your account and further legal action. You agree that Copenda may take any legal and technical remedies to prevent unsolicited bulk communications.

Advertising

Copenda reserves the right to run advertisements and promotions on the Copenda website. By accepting the terms of this License, you agree that we have the right to run such advertisements and promotions without compensation to you. The timing, frequency, placement and extent of advertising by us within the pages comprising the Copenda website is subject to change and shall be determined by us at our sole discretion. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Copenda website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Copenda is not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on Copenda web site.

Taxes

You are responsible for paying all applicable taxes and other costs, however called, imposed by any applicable Federal, state or local or foreign government or regulatory authority in connection with your use of the services, whether such is imposed now or later by the applicable authority, even if such imposition occurs after the receipt or use by you of the Software or the termination or expiration of the License. You are responsible for paying all hardware and software costs and providing all equipment and software necessary to connect to Copenda web site, servers and network and to use the Software via the Internet and any royalties or other charges relating to the use of data owned by third parties.

Restrictions on access

You may access Copenda Services only through the interfaces and protocols provided or authorized by Copenda. You agree that you will not access Copenda servers and Products through unauthorized means, such as unlicensed software clients.

Your access

You are responsible for obtaining and maintaining the equipment and connectivity services (e.g. telephone, cable etc.) necessary to access and use the Copenda Product and for any charges, telephone or other, associated with connecting to the Internet to use the Product. Such charges may vary upon your location, access number and may include long distance telephone charges.

Risks

The Copenda service may be vulnerable to various security issues and should not be considered secure. By using the Copenda services you may be subject to various risks, including, among others:

-Unauthorized exposure of information
-Unauthorized invasion of your or someone else’s privacy during, or as a result of, your or another's use of the Service.
-Spoofing, eavesdropping, sniffing, spamming, breaking passwords, harassment, fraud, forgery, "imposturing", electronic trespassing, tampering, hacking, nuking, system contamination including without limitation use of viruses, worms and Trojan horses causing unauthorized, damaging or harmful access and/or retrieval of information and data on your computer and other forms of activity that may even be unlawful.

If you do not wish to be subjected to these risks you are advised not to use the services

Intellectual Property Rights

As between Copenda and you, Copenda is the sole owner of the Software, Copenda Products, including without limitation, all applicable U.S. and non-U.S. Copyrights, patents, trademarks, and trade secrets, and other intellectual property rights thereto. All title and intellectual property rights in and to the content of any third party web site which may be linked to or viewed in connection with the Service is the property of the respective content owner and may be protected by applicable Copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content except as allowed by such third party.

Unsolicited materials

Any unsolicited materials submitted or sent to Copenda will be deemed to be not confidential or secret. By submitting or sending information or other material to Copenda you:
(a) Warrant that you have all rights of any kind to the material and that to the best of your knowledge no other party has any rights to the material; and
(b) grant Copenda an unrestricted, perpetual, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute the material, and you further agree that Copenda is free to use any ideas, know-how, concepts or techniques you send us for any purpose, without any compensation to you or any other person.

Changes to service

Copenda has the right at any time to change, modify, add to or discontinue or retire any aspect or feature of Copenda Services including, but not limited to, the Software, website, server availability, hours of availability, equipment needed for access or use, the update frequency, or the availability of Copenda Products on any particular device or communications service. Copenda may provide different users with different level of service or service features availability, or cease to provide service to some or all users. Copenda has no obligation to provide you with prior notice of any such changes.

Disclaimer of Warranty

YOUR USE OF COPENDA SERVICES IS AT YOUR SOLE RISK. COPENDA SERVICES ARE PROVIDED "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION.
WITHOUT LIMITATION OF THE FOREGOING, COPENDA AND ITS VENDORS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, INTEROPERABILITY, OR CONTENT OF THE SERVICES; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COPENDA AND ITS VENDORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN COPENDA SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF COPENDA SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN COPENDA SERVICES WILL BE CORRECTED. COPENDA AND ITS VENDORS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF COPENDA SERVICES OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. COPENDA PROVIDES SERVICES ON A COMMERCIALLY REASONABLE BASIS AND DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO ACCESS OR USE COPENDA SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING, OR THAT COPENDA WILL HAVE ADEQUATE CAPACITY FOR COPENDA SERVICES AS A WHOLE.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE SERVICE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. COPENDA DOES NOT WARRANT OR GUARANTEE THAT ALL VERSIONS SHALL BE PROVIDED WITH SIMILAR GRADES AND LEVELS OF SERVICE, FEATURES, FUNCTIONALITY AND THE ABILITY TO USE THE SERVICE. COPENDA DOES NOT WARRANT OR GUARANTEE (1) THAT ANY PROGRAM OR PORTION OF THE SERVICE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT THE FUNCTIONS OR SERVICES PERFORMED BY COPENDA WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. IT IS YOUR SOLE RESPONSIBILITY TO ISOLATE THE INFORMATION, EXECUTE ANTI-CONTAMINATION SOFTWARE AND OTHERWISE TAKE STEPS TO ENSURE THAT SOFTWARE OR OTHER INFORMATION OBTAINED FROM THE SERVICE OR OTHER USERS, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE YOUR INFORMATION OR SYSTEM.

No liability

IN NO EVENT WILL COPENDA, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA, LOSS OF GOODWILL, OR INFORMATION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE COPENDA SERVICES, EVEN IF COPENDA SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE SERVICE OR BY THE SITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, COPENDA’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. COPENDA’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH COPENDA (INCLUDING WITHOUT LIMITATION YOUR USE OF COPENDA SERVICE) IS TO DISCONTINUE YOUR USE OF COPENDA SERVICES. COPENDA DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH COPENDA PRODUCT PRODUCTS AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES

Applicable Law

This License as well as all disputes arising out of or in connection with this License shall be governed by the laws of Israel, regardless of choice of law rules or principles.
Any dispute arising out of or in connection with this License, or in future agreements resulting there from, shall be exclusively resolved before the competent court in Israel.

International use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding on-line conduct and privacy. Specifically, you agree to comply with all applicable laws regarding privacy and privacy invasion which apply in the country in which you reside.

No Support by Copenda

You understand that your use of the Services is at your own risk and that copenda does not commit to provide any assistance other than the information posted on the copenda Web site located at www.copenda.com.

Copenda is under no obligation to provide you with any error corrections, updates, upgrades, bug fixes and/or enhancements of the Service

Indemnification

You agree to defend, indemnify and hold harmless copenda, its vendors, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of your use of copenda Services. copenda reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, and only in such event, shall you have no further obligation to provide indemnification for copenda in that matter.

Termination

Copenda has the right to terminate your access to Copenda Services for any reason, including, without limitation, if it, in its sole discretion, considers your use to be unacceptable, or in the event of any breach by you of the Terms of Service (either directly or through breach of any other terms and conditions or operating rules applicable to you). Copenda may, but shall be under no obligation to, provide you a warning prior to termination of your use of Copenda Services.

3rd party sites and services

Third parties may offer from time to time applications or services to access Copenda Services. Your use of such third-party applications will be at your own risk and subject to the terms and conditions of those third-parties. Copenda does not represent and warrant that access and use of Copenda Services through these third-party applications will be compatible, uninterrupted, error free, without defects or that you will be able to access Copenda Services at all times and locations of your choosing. You also agree that copenda is under no obligation to provide you with any error corrections, updates, upgrade, fixes and/or enhancements to make copenda Services accessible through these third-party applications.

The Copenda service may provide, or third parties may provide, links to World Wide Web sites or other Internet resources. Any third-party sites to which Copenda Services may link are not under control of Copenda. Copenda does not have any responsibility or liability for any information, data, communications, materials or other content available on such third-party sites or any changes or updates to such sites. Copenda is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Copenda of the site

Export control

You agree to comply with all export and import laws and restrictions and regulations of the United States or any foreign agency or authority, and not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. For example, you may not export or re-export any commodities, software, or technical data received from copenda, or any direct product of such commodities, software or technical data, to any proscribed country, party, or entity listed in the applicable laws, regulations, and rules of the U.S. Government unless properly authorized. As applicable, each party shall obtain and bear all expenses and responsibility relating to any necessary licenses and/or exemptions with respect to its own export or re-export of the Software from the U.S.

Electronic Delivery Policy

Copenda, as an online business, transacts with its users electronically. WHEN YOU SIGN UP FOR ANY COPENDA PRODUCT, YOU CONSENT TO RECEIVE ELECTRONICALLY FROM COPENDA ANY PRIVACY OR OTHER NOTICES, AGREEMENTS, DISCLOSURES, REPORTS, DOCUMENTS, COMMUNICATIONS, OR OTHER RECORDS (COLLECTIVELY, "NOTICES"). You agree that copenda generally can send you electronic Notices in either or both of the following ways: (1) to the e-mail/IM address that you provided to copenda during registration or (2) on a welcoming screen or top page of the relevant copenda Product or (3) to the cell/phone number that you provided to copenda during registration. The delivery of any Notice from copenda is effective when sent by copenda, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. Your only method of withdrawing consent to receive Notices electronically is to terminate any subscriptions, services or other products provided under these Terms of Service.

Trademarks

The Copenda name, logo, and other Copenda related properties are trademarks of Copenda. All other trademarks appearing on Copenda services are trademarks of their respective owners.

Entire Agreement

This License constitutes the entire understanding between Copenda and you with respect to the subject matter hereof. There are no understandings, agreements, conditions or representations, oral or written, express or implied, with reference to the subject matter hereof that are not merged herein, expressly referenced herein, or superseded hereby.

No Waiver

The failure or delay of copenda to exercise or enforce any rights or provision of the License does not constitute a waiver of such right or provision.

Survival

All provisions which must survive in order to give effect to their meaning, shall survive any expiration or termination of this License, including without limitation all of your representations, warranties and indemnification obligations.

Provisions unenforceable or invalid

Should any part of this License be held invalid by any court or tribunal, such invalidity shall not affect the validity of any remaining part, which will remain in full force and effect as if this License had been executed without that part having been held to be invalid.

Assignment

You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this agreement. Copenda may transfer, assign, sublicense or pledge in any manner whatsoever, any of its rights and obligations under this agreement to a subsidiary, affiliate, successor thereof or to any third party whatsoever, without notifying you or receiving your consent.