Proofig Terms of Service

(End-User License Agreement)

Version: January 12, 2020

In a nutshell:

●      This is a binding legal agreement between us for your use of the Proofiger Website, the Proofig Platform, and other Services.

●      Proofig is a paid Software as a Service platform that is provided “As Is”. We make best efforts to ensure that it works properly and detects as many suspected quality and integrity issues in scientific articles, but we cannot guarantee that it would detect all issues.

●      You agree to use the Website and the Platform according to these Terms and any applicable law.

●      You represent that you have all ownership rights to Articles submitted to the Platform, or that you have all needed authorizations and approval from the intellectual property owners in the Articles to process them on the Platform.

●      You agree to our Privacy Policy and you will respect the privacy of anyone whose details are included in the Platform or in the articles processed or reviewed on the Platform.

●      If you do not agree to these Terms, please do not use the Website or the Platform.

Now in more details:

1) Introduction and Definitions

  1. Welcome to the Proofiger Website, https://proofig.com, including sub-domains under the proofig.com domain (the “Website“), managed by Proofiger Ltd., a company based in Israel (the “Company”, “We”, or “Us” in all forms).
  2. The Company develops and operates the Proofig Platform (“Proofig” or the “Platform”) that aims to improve the quality and integrity of scientific articles, sets of images, and other manuscripts (“Articles”) using technology. The Platform allows for the submission of Articles to be processed, performs an automated analysis of images in Articles using proprietary image processing and artificial intelligence technology, and provides interim and final reports regarding suspected quality and integrity issues in the submitted Articles, as well as various statistics and analytics.
  3. The use of the Website, including its Content, the Platform, and other services (all as defined here and below; together, the “Services”), is subject to these Terms of Service (the “Terms”). By using any of the Services, or by clicking the “Login”, “Accept”, or “Submit” buttons, you expressly acknowledge and agree that you, on behalf of yourself and your organization (the “Customer”, “End-User” or “you”), are entering into a legal agreement with the Company (each, a “Party” and together the “Parties”), and have understood and agree to comply with, and be legally bound by, the Terms. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
  4. You may use the Services only if you comply with all the following conditions: (a) you are 18 years-old or older; (b) you are competent to take legally binding actions including agreeing to these Terms and our Privacy Policy; and (c) You are have your own valid national ID and email address.
  5. If you do not comply with these conditions, or if you do not agree to these Terms or to our Privacy Policy, you are not permitted to make use of the Services.

2) Use of the Website

  1. You are solely and fully responsible for any use you make of the Website, Services, and Content, and any decision you take based on the Content of the Website. You certify that you will have no claim against the Company with regard to the use of the Website and Services, or reliance upon the Content (as defined below) presented on the Website.
  2. You are also aware that the photos on the Website are presented for illustration only and that there might be differences between images on the Website (for example Report illustrations) and their appearance on the Platform.
  3. Content on the Website and Intellectual Property
    1. The Website includes information of various sorts and categories, including verbal, visual, or audio content or any combination of them, as well as their design, processing, editing, dissemination and means of presentation, including texts, pictures, photographs, images, drawings, animations, video clips, charts, simulations, files, software, applications, symbols and icons (the “Content”).
    2. Proofiger, Proofig, and Services names might be registered trademarks of the Company and/or its affiliates. All copyrights, trademarks and intellectual property rights regarding the Content and Services on the Website are the exclusive property of the Company, or of third-parties who granted the Company authorization to use them. The Content is protected by copyright under Israeli law and foreign laws. Title to the Content remains with the Company.
    3. Any use of the Content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. Except as stated in these Terms, none of the Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of the Company or its licensors. The Company authorizes you to view and download a single copy of the Content solely for your own lawful, personal, non-commercial use. Any specific rules for the use of other items provided on the Website are incorporated into these Terms by reference. The use of the Content on any other website or environment for any purpose is prohibited.
    4. All rights not expressly granted in these Terms are reserved to the Company and its licensors. If you violate any of these Terms, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content.
    5. You may not, without the Company’s written permission, "mirror" any Content of the Website on any other server. You may not use the Website for any purpose that is unlawful or prohibited by these Terms. You may not use the Website in any manner that could damage, disable, overburden, or impair the Website or the Company, or interfere with any other party's use and enjoyment of the Website. You may not attempt to gain unauthorized access to the Website through hacking, password mining or any other means. You are not allowed to make any changes to the Website, or to copy, disseminate, broadcast, present, duplicate, publish, and create derivative works, or to sell any item originating in the Content or the Website.
    6. The Company reserves the right, in its sole discretion, to terminate your access to the Website, at any time, for any reason or for no reason at all, without prior or other notice.
    7. The Company reserves the right (but not the obligation) to remove any Content from the Website and discontinue any of the Services, at its sole discretion and without notice.
    8. The Company shall not be held liable for the Content and nature of the information displayed and published on the Website, and you will have no claims and/or demands against the Company in this respect.
    9. Without derogating from the above, the Company does not undertake that the Content on the Website, and especially Content by third-parties, is complete, correct, accurate, or suited to your needs, purposes, or expectations.
    10. Copyright complaints - we respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied and is accessible on the Website in a way that constitutes copyright infringement, you may notify us by providing our copyright agent the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; identification of the URL or other specific location on the Website where the material that you claim is infringing is located; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Please send such notice and all materials to our address below.
  4. Links to other websites. The Website contains links to other websites on the Internet that are owned and operated by third-parties. We do not control the information, products or services available on these third-party websites. The inclusion of any link does not imply our endorsement of the applicable website or any association with the website’s operators. We have no control over such websites and third-parties, so you agree that we are not responsible or liable for the availability or the operation of such external websites, for any material located on or available from any such websites, for any dealings between you and third-parties on such websites, or for the protection of your data privacy by third-parties. You further agree that we shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site or any such dealings or promotions.

3) Software as a Service License to the Platform

  1. License. Subject to theses Terms, the Company hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to remotely access Proofig, the Company’s Platform, which is based on the Company’s proprietary software and provided as a cloud service, on a Software as a Service (SaaS) basis, including any and all improvements, corrections, updates, new releases and new versions and any related documentation. You may only use the Platform in accordance with its documentation, subject to the use limitations indicated in these Terms or any other agreement entered between you and the Company, and applicable laws. For the avoidance of doubt, any written other agreement between us comes in addition to, and without derogating from, any other use restrictions set forth in these Terms, unless stipulated explicitly in the other agreement.
  2. Payment. Access to the Platform is conditioned on a Customer’s payment of the applicable service fees. If the fees are not paid on time, the Company may prevent access to the Platform by the Customer and all of its End-Users, deem the Customer Account terminated and move to delete or anonymize the data on the Account in accordance with its data retention practices, and/or take any other legal action as it sees fit.
  3. Customers, authorized End-Users, and Accounts. The Platform may only be used by a Customer or by a Customer’s representatives, the End-Users, who are explicitly authorized by the Customer to use the Platform. Every Customer and End-User has a personal account on the Platform (the “Account”). The Customer is fully and solely responsible for appointing End-Users; setting their roles, tasks and Account permissions on the Platform; and deactivating or deleting End-User Accounts on the Platform. The Customer and the End-Users will keep their Account login details secure at all times and comply with these Terms and the Company’s Privacy Policy. The Customer will be fully and solely responsible for any breach of these Terms or the Privacy Policy by any of its End-Users. Unauthorized access or use of the Accounts or the Platform must be immediately reported to the Company. The Company may audit the Customer’s and the End Users’ use of the Platform in order to ensure compliance with these Terms, to provide customer support, and in case of a suspected security breach.
  4. Prohibited Uses. Except as specifically permitted herein, without the prior written consent of the Company, the Customer must not, and shall not allow any End-User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Platform (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under these Terms with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require the Company to disclose the source code of the Platform to any third party; (iv) disclose the results of any testing or benchmarking of the Platform to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Platform’s source code or underlying algorithms; (vi) use the Platform in a manner that violates or infringes any rights of any third party, including but not limited to, intellectual property rights, publicity rights, or privacy rights; (vii) remove or alter any trademarks or other proprietary notices related to the Platform; (viii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce use limitations; (ix) export, make available or use the Platform in any manner prohibited by applicable laws; and/or (x) transmit any malicious code (e.g., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable or shut down a computer system or any component of such computer system) or other unlawful material in connection with our Platform.
  5. Prohibited Conduct. The Company aims to improve the quality of academic research and Articles and enables detection of suspected, though not conclusive, quality and integrity issues. The platform should not be used for any harmful action. You shall not, directly or indirectly, use the Platform, the Reports it generates, or any information and insight you derive from the use of the Platform, to: (i) harm, damage, or slander the reputation and good name of any person, institution, or company; (ii) harm, damage, or slander the reputation and good name of the Company; (iii) submit any Articles without the authorization and approval of their authors and/or other owners of intellectual property rights in the Articles; (iv) submit any Articles that are harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene; Articles that contain illegal, misleading, deceptive information, pornography, adult products or services, sexual content, encouragement to violence, hacking or cracking; or any other content or materials that are prohibited by the applicable law in your country; (v) disclose information to third-parties who are not authorized to receive or know such information according to these Terms, any agreement between you and our Customer, generally acceptable academic practices, and any applicable law.

5) Privacy and Data Protection on the Platform

Privacy and Data Protection on the Website, the Platform, and Services

  1. Your use of the Website, Platform and Services is governed by our Privacy Policy, available at https://www.proofig.com/privacy (“Privacy Policy”). By accepting these Terms, you acknowledge that you have read the Privacy Policy and agreed to its terms. This is a precondition to the rights granted pursuant to these Terms. If you do not agree to the terms of the Privacy Policy, do not use the Website or other Services.
  2. Children - Proofig is a technology platform for review of scientific content and is not intended for children. We do not knowingly collect or process information about children. The Company reserves the right to delete or prevent further processing of any Article or End-User information containing personal data of children on its sole discretion to comply with any law or to protect children’s rights or its legal interests, and the Customer and End-Users agree to any such action by the Company.
  3. Other processors - the Company uses additional processors around the world for various processing activities needed for the performance of the Platform, our Websites, our other Services, our operations, and our business, and shares information with such processors on a need basis. Without derogating from the generality of the above, such processors include hosting and backup providers, analytics providers, website technology, advertising technology, telecommunication services, security technology, and more. The Company shares information with each processor based on the business need in using the processor, to protect personal data while still effectively benefiting from the services of such processor. The Company takes appropriate safeguards in the selection of its processing vendors around the world to require that data is well protected. It may be the case that a country where your data is processed has different, or less protective, data protection and privacy regulation than in your country, and you agree to such data transfers and processing by the other processors selected by the Company.

Privacy and Data Protection on the the Platform

  1. If you’re a Customer or End-User and do not agree to the terms of the Privacy Policy or the privacy and data protection terms in this section of these Terms, do not use the the Platform or other Services.
  2. The Company provides the Platform empty of any personal data. The Customer, or the Customer’s organization, determines the purposes for which the Platform is used, and the means to process data on the Platform (for example, in a manual mode or an automatic mode). The Customer is therefore the Data Controller with respect to any privacy law or regulation (such as, and without derogating for the generality of the above, the EU’s General Data Protection Regulation, or “GDPR”, any local or federal privacy law or regulation, and any law, regulation, or guideline applicable to the use of scientific articles).
  3. IT IS THEREFORE THE CUSTOMER’S RESPONSIBILITY AND DUTY TO INFORM ANY REPRESENTATIVE, AFFILIATE, EMPLOYEE, CONTRACTOR, AUTHOR, EDITOR, REVIEWR, OR ANOTHER INDIVIDUAL MAKING USE OF THE PLATFORM (“Person”) OF THE NATURE OF THE PLATFORM AND THE DATA PROCESSED ON THE PLATFORM, AND HIS/HER RIGHTS AND OBLIGATIONS ACCORDING TO ANY APPLICABLE LAW AND REGULATION, such as the identity and contact details of the Customer as the Data Controller; the purposes of the processing of personal data on the Platform; the legal basis or bases for such processing; the legitimate interests pursued by the Customer or the Customer’s organization; the recipients of personal data within and outside the Customer’s organization (“Recipients”); the potential transfer of personal data to 3rd countries by the Customer or the Company (as described in the Privacy Policy); the period for which the data will be stored; the existence of any privacy rights and their exercise by demand from, and/or in collaboration with, the Customer as the Data Controller; whether the provision of personal data is a statutory or contractual requirement, or a requirement necessary to enter into a contract, as well as whether the Person is obliged to provide the personal data and of the possible consequences of failure to provide such data; and/or the Person’s rights according to any applicable privacy law, employment law, or other law, with respect to the use of the Platform and the personal data it may collect.
  4. WHEREVER AN EXPLICIT CONSENT OF A PERSON IS REQUIRED FOR THE CUSTOMER’S USE OF THE PLATFORM ACCORDING TO ANY APPLICABLE LAW, IT IS THE CUSTOMER’S RESPONSIBILITY TO ATTAIN SUCH CONSENT FROM THE PERSON, IN THE FORM AND TO THE EXTENT REQUIRED. In the event that any Person withdraws consent to processing of their personal data, and the Person’s consent is required to process its personal data, then the Customer shall immediately restrict such Person’s access to the Platform, and inform the Company without delay if its assistance is needed in restricting the processing of the Person’s personal data.
  5. THE CUSTOMER SHALL ALSO TAKE CARE OF THE EXERCISE AND EXECUTION OF ANY PERSON’S RIGHT OR REQUEST WITH RESPECT TO HIS OR HER PRIVACY AND PERSONAL DATA, including but not limited to: the Right of Access to his/her personal data processed on the Platform; the Right to Rectification of inaccurate or incomplete personal data; the Right to Erasure of his/her personal data (“Right to be Forgotten”); the Right to Restriction of Processing for a certain period or under certain conditions; the Right to Data Portability of personal data to another Data Controller in a structured format; the Right to Object the processing of his/her personal data, and specifically, for direct marketing purposes; the Right Not To Be Subject to a Decision Based Solely on Automated Decision-Making. As a Customer, you commit to the Company and to any Person using the Platform that you will not be making any decision, especially with legal effect on a Person, based solely on automated decision-making with respect to data processed on the Platform, and that you will use careful, human judgment in making any such decision; the Right to File a Complaint with the applicable data protection authority.
  6. The Company will enable the Customer to respond to personal data requests to exercise rights under the applicable law. To the extent that the Customer as the Data Controller does not have the ability to address a request, then upon the Customer’s request the Company shall provide reasonable assistance to the Customer to facilitate such request to the extent possible and required by applicable law. The Customer  shall reimburse the Company for the costs arising from providing this assistance.
  7. The Company processes any data that you as the Customer, including any End-User using the Platform on your behalf, provide through the Platform, according to your instructions, as described below  (under Personal Data Processing).
  8. The Company and the Platform allow the paying Customer to manage and control all data on the Platform and fulfill the rights of other Persons on the Customer Account. If you are an End-User and working for a Customer and have any request, please contact first our Customer who referred you to the Platform. If you’re a paying Customer and have any issue with respect to your privacy or personal data, or your capabilities as a Data Controller for any Person, please contact us (details below).
  9. Data Retention
    1. The duration of processing by the Company on the Platform will be the duration of the period for which the Customer has contracted with the Company and has paid to the Company all due fees (“Service Period”).
    2. During the Service Period, the Company will retain the data of the Customer backed on the Platform for a period of at least 30 days from each Article’s upload date, after which the Company may delete this data from the Customer Account or End-User Account automatically, and, on its own discretion, choose whether to anonymize it and maintain any anonymized data on the Platform for the Company’s use. Within the aforementioned data retention period, Customers, as Data Controllers, can back up data from the Platform on their systems, delete data from their Account, or delete their entire Account altogether. Customer’s actions on the Platform may result in the deletion or anonymization of all data related to the Customer and its End-Users on the Platform.
    3. Following the termination of the Service Period, and unless instructed otherwise in advance by the Customer, all personal data stored on the Customer’s Account will be deleted or anonymized in a way that does not enable the identification of a natural person, unless there is a legal reason or legitimate interest of the Company to retain any data. If the Company is unable to delete personal data for technical or other reasons, the Company will apply measures to ensure that identifiable personal data is not further processed.
    4. The Customer will be solely responsible for the consequences of such agreed deletion or anonymization of personal data. Any additional cost arising in connection with the deletion or transfer of personal data to the Customer related to the termination of the Agreement shall be borne by the Customer.
    5. The Company may keep the personal data of the paying Customer and its representatives also following the Service Period, for any legitimate business or legal purpose, including all purposes stated in our Privacy Policy.
    6. Retention of Data for research, development, and statistical purposes. The Company retains image and report data, and may use any usage, statistical or anonymized data from Customer’s and End-Users’ Accounts, whether active or inactive, during the Service Period and following its termination for its research and development of the Platform and the Company’s algorithms. Such data will not be accessible to Customers or End-Users and will be protected according to the Company’s information security practices. You agree to the Company’s retention of any data for such purposes and will have no claim against the Company for any such use.
  10. Data Processing Agreement (“DPA”)
    1. The Parties acknowledge and agree that Customer is the Data Controller of personal data of any Person and the Company is the processor of that data. The purposes of the processing of data are determined solely by the Customer as the Data Controller. The Company will process data received on the Platform’s interfaces, which the Customer has provided, whether directly or through another End-User on its behalf. Such data might include personal information or personally identifiable information, as indicated in the Privacy Policy. The Company shall collect, process and use personal data only within the scope of Customer’s instructions as the Data Controller.
    2. The Customer shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of personal data to the Company as a processor and the processing of personal data. This DPA is Customer’s complete and final instruction to the Company in relation to personal data. Additional instructions would require prior written agreement between the Parties. The Customer shall inform the Company as a processor without delay about any errors or irregularities related to the processing of personal data.
    3. The Customer takes appropriate technical and organizational measures to adequately protect personal data on its systems and at the hands of its End-Users, employees and contractors against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data. The Company takes the appropriate technical and organizational measures to adequately protect personal data on the Platform online against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data.
    4. Any Party will notify the other Party without undue delay after it becomes aware of any personal data breach on the Platform. At the Customer’s request, the Company will provide the Customer as the Data Controller with reasonable assistance necessary to enable the Controller to notify relevant personal data breaches to competent authorities, if the Customer is required to do so under the applicable law.

6) Warranties and Limitation of Liability

  1. Customer and End-User Warranties. You represent that you have the power and authorization to contract with the Company on behalf of yourself and your organization according to these Terms. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of these Terms will not conflict with other agreements to which it is bound or violate applicable law. You represent that you have all ownership rights to Articles submitted to the Platform, or that you have all needed authorizations and approval from the intellectual property owners in the Articles to process them on the Platform.
  2. DISCLAIMER OF COMPANY WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE WEBSITE, PLATFORM, AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE, PLATFORM, SERVICES, THEIR USE, OR ANY INFORMATION ON THEM: (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL DETECT ALL QUALITY AND INTEGRITY ISSUES IN AN ARTICLE, (IV) WILL NOT ERR IN MARKING VALID IMAGES AS SUSPECTED ISSUES, (V) WILL MEET YOUR REQUIREMENTS, OR (VI) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. WE MAKE NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS, AND HEREBY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND NON-INTERFERENCE.
  3. Intellectual Property Rights. The Website, Platform and other Services are the Company’s property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Services, and any and all improvements and derivative works thereof are and shall remain owned solely by Company or its licensors. These Terms do not convey to the Customer or to End-Users any interest in or to the Services other than a limited right to use the Services in accordance with these Terms. Nothing herein constitutes a waiver of the Company’s intellectual property rights under any law. If Company receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all rights that Customer may have in respect thereto. It is further understood that the use of Feedback, if any, may be made by the Company at its sole discretion, and that the Company shall in no way be obliged to make use of any kind of Feedback or part thereof.
  4. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE PLATFORM. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES FROM THE PLATFORM OR RESULTS THAT ARE OBTAINED FROM USE OF THE PLATFORM (E.G., DATA, INFORMATION, SUSPECTED ISSUES, PUBLICATION, ETC.); (II) PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE WEBSITE OR THE PLATFORM; (VII) DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY CUSTOMER, END-USER, PERSON, OR THIRD PARTY; AND/OR (VIII) ANY ACTION OR INACTION OF THIRD PARTIES. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY HEREUNDER IN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM, OR $1,000, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
  5. Indemnification. You agree to defend, indemnify and hold harmless the Company, its affiliates, and its and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform; (ii) your violation of these Terms; and (iii) your violation of any third party right, including without limitation any intellectual property right, copyright, property right, or privacy rights. Without derogating from or excusing your obligations under these Terms, we reserve the right (at your expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
  6. Term and Termination. These Terms are effective during the Service Period, unless terminated by us or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the Platform; and/or (ii) terminate these Terms and your use of the Platform with or without cause, and shall not be liable to you or any third-party for any of the foregoing. If you object to any condition of these Terms or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to immediately discontinue use of the Platform. Upon termination of these Terms, you shall cease all use of the Platform. This clause ‎and the entire sections regarding Use of the Website, Prohibited Uses, Prohibited Conduct, Privacy and Data Protection, Warranties and Limitation of Liability, and Miscellaneous shall survive termination of these Terms.

7) Miscellaneous

  1. These Terms, including any documents referred herein, represent the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
  2. 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.
  3. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer but may be assigned by Company without restriction or notification.
  4. This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. Any dispute arising between you and the Company shall be settled by negotiation, with the parties endeavoring to reach an amicable solution. If no amicable solution can be reached, you agree to submit any claim to the exclusive jurisdiction of the courts located in Tel Aviv, Israel, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.
  5. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties.
  6. The Company will not be liable for any delay or failure to provide the Website, the Platform, or the Services resulting from circumstances or causes beyond the reasonable control of the Company.
  7. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.
  8. The Company is entitled to update these Terms from time to time, at its sole discretion and without any need to provide prior notification, and the new Terms will be binding from the moment that they are published on the Website. In case of material changes to these Terms, we will notify our Customers by email or another communication channel.

8) Contact Details

If you have any question or request with respect to these Terms, or wish to report any Intellectual Property infringement or privacy violation, you can contact us at:

Proofiger Ltd.
15 Carmel St., Rehovot, Israel
Email: contact@proofig.com