Prooftiles is a cloud-based SaaS platform for website managers that provides you with the option to show messages to your website’s visitors. These Terms of Service (the "Terms") establish a legally binding agreement between you and Prooftiles, an Israeli company, and regulate your use of the Company's services available through the platform (the "Service").
Your use of the Service signifies your understanding and agreement to be bound by these Terms and to comply with applicable laws, rules, and regulations. If you do not agree to these Terms, please do not register or use the Service. You must be at least 13 years old to accept these Terms and use the Service. You must also be legally qualified to enter into a binding agreement and not prohibited from using the Service by any applicable law.
If you are accepting these Terms on behalf of your employer or another affiliated entity (the "Administrator"), you represent and warrant that: (i) you have the legal authority to bind the Administrator to these Terms; and (ii) you, on behalf of the party you represent, agree to these Terms. In this case, these Terms will be binding on the Administrator, and any reference to "you" will include you and the Administrator. If you do not have the legal authority to bind the Administrator, you may not accept these Terms, and the Administrator may not use the Service.
We reserve the right to change, suspend, or discontinue any aspect of the Service at any time, including the availability of any part of it. We may offer additional services to certain users that may not be available to general users. We may also modify, limit, deny, or impose restrictions on certain features and services or restrict access to parts or all of the Service. We may terminate your access to the Service for any reason or no reason at any time by ceasing to provide it to you. We will not be liable to you for any such termination.
You agree to use the Service solely for personal use. You may not transfer or resell the Service, in whole or in part, to any third party or provide unauthorized access to the Service. You agree not to reproduce, copy, sell, trade, or resell the Service for any purpose.
We are not responsible for the configurations you create using the Service or their impact on your applications, software, systems, hardware, or the applications, software, systems, and hardware of your users.
We are not responsible for any delays, delivery failures, security failures, or any other loss or damage resulting from data storage or transfer over communication networks and facilities, including the internet, or the performance of any third-party communication or storage provider used by you or by the Company. You acknowledge that using the Service may involve interruptions, limitations, delays, and other risks associated with such storage and communication facilities.
To use the Service, you must create an account and register using your email address and a unique password.
You are responsible for maintaining your account and safeguarding the confidentiality of your password. You represent and warrant that the information you provide during registration is current, complete, and accurate.
You may not allow any third party to use your account or grant access to any third party. You are solely responsible for the conduct of any party using your account, whether authorized by you or not.
The Service is provided on a subscription basis and will automatically renew for additional periods equal to the original term specified in your account unless either party gives notice of non-renewal before the end of the relevant term. If you choose not to renew the Service, you must send a non-renewal request to firstname.lastname@example.org or through our designated web interface. We will confirm the non-renewal request upon processing. If you continue to use the Service past the renewal date, you will be considered to have renewed your subscription for the corresponding period and will be liable for all applicable fees.
You agree to pay all fees designated in your account ("Fees") for the Service. Fees are based on the number of monthly impressions of your messages in your account.
You agree to promptly notify us of any changes to your billing information. If you pay with a credit card, you authorize us to charge your card for all applicable fees and store your credit card information on our servers or on third-party payment processing providers' servers. All amounts are payable in advance on the invoice date. Your payment may be processed through a third-party payment processing service, subject to their terms and conditions. We currently use a third-party payment processing service and may use others in the future.
If your use of the Service exceeds your purchased package, the Service may not be provided until the next billing cycle.
Intellectual Property and License
Subject to these Terms, we grant you a limited, non-transferable, non-exclusive, non-assignable, non-sublicensable personal license to access and use the Service for non-commercial use as long as your account is active and you are in compliance with these Terms. No other rights or licenses, expressed or implied, are granted to you by us regarding the Service, including any intellectual property rights.
All rights, title, and interest in the Service, the platform, and any materials provided to you by us, along with any developments or derivatives, including copyrights, trade secrets, and other intellectual property rights, belong to us and our licensors. You do not gain any interest in the Service, the platform, or any materials except for the limited right to use them as outlined in these Terms.
All content used in the Service, such as photos, texts, designs, logos, audios, videos, trademarks, service marks, trade names, data files, computer software, and other materials, belongs to us or our licensors and is subject to copyright and other intellectual property rights. You may not use, download, distribute, or copy the content in whole or in part without our prior written permission. You may not copy, modify, display, perform, publish, sell, distribute, license, rent, transfer, reproduce, create derivative works, or exploit our content in any way.
Third Party Materials
The Service may contain software or materials provided by third parties, including open source software. The use of such Third Party Materials is governed by their specific license agreements. In addition, the warranty disclaimer and limitation of liability outlined in these Terms apply to all software. If the Service contains software provided by other third parties, the restrictions in these Terms apply to all such third-party software. By using the Service, you agree to the licenses that apply to Third Party Materials.
We may collect, use, and publish anonymous information about the use of the Service ("Anonymous Information") and disclose it to our third-party service providers. You grant us full access to this Anonymous Information.
The Service may collect information from your customers, website visitors, and end-users ("Customer Data").
By using the Service, you grant us all necessary rights and licenses to the Customer Data for the proper operation of the Service. You acknowledge and agree that we may disclose Customer Data when required by law or to protect our rights, property, or safety, or the rights, property, or safety of our users and the public. We do not have the right to sublicense or resell Customer Data, but we may analyze and use data derived from Customer Data to improve, analyze, or market the Service. Any publicly disclosed data will be aggregated or anonymized. You agree that we can continue to use aggregated and anonymized data after the termination of these Terms.
You retain ownership of all rights, titles, and interests in and to Customer Data.
When using the Service, you may provide content to us, such as images and texts ("Client Content"). You are solely responsible for the Client Content and any resulting damage or loss. You must comply with all applicable laws, regulations, and industry guidelines regarding the Client Content. We have minimal rights to use the Client Content solely for the purpose of providing the Service.
By creating an account and using our services, you allow us to use your name and logo on our websites and in corporate, promotional, and marketing material.
You may not use the Service for any purpose other than what is explicitly set forth in these Terms. You may not copy, alter, translate, create derivative works, modify, publish, sell, distribute, assign, display, sublicense, rent, lease, or share the Service. You may not reverse engineer, decompile, modify, disassemble, or extract source code from the Service or access it to create a competing product or service. You may not bypass measures we use to prevent or restrict access to the Service or take actions intended to circumvent security features. You must access the Service through our provided interface and may not use automated means to access it. You may not use the Service for illegal purposes or in violation of these Terms or any applicable laws.
You may not infringe any copyright, trademark, trade secret, or other intellectual property rights of any third party in your use of the Service. You may not post or transmit any communication or solicitation to obtain passwords, account information, or private information from others. You may not upload, display, post, send, or contribute any content that infringes on the rights of any third party or contains viruses, trojan horses, or other computer programs that disrupt or limit the functionality of the Service. You may not create false identities or impersonate others. You may not engage in harassing or disruptive behavior or violate any applicable laws or regulations.
We may terminate or suspend your license, account, and access to the Service immediately if you breach or fail to comply with any provisions of these Terms. All provisions that by their nature should survive termination, such as ownership, warranty disclaimers, indemnification obligations, and limitations of liability, will remain in effect. Termination of these Terms does not exempt you from any prior obligations or limit any liability you have towards us.
We may temporarily suspend your account or the Service in certain circumstances, such as when we believe there is a security risk, a breach of these Terms or applicable laws, or if payment obligations are overdue. These suspension rights are in addition to any other remedies available to us.
Limitation of Liability
We do not accept responsibility or liability for any inconvenience, loss, damage, costs, or expenses incurred by anyone as a result of the information provided by the Service, unless such liability cannot be excluded or limited by law. Your use of the Service is at your own risk.
The service is provided "as is" and "as available" without warranties of any kind, whether express or implied. We disclaim all warranties, including merchantability, fitness for a particular purpose, and non-infringement of the service's operation, information, content, materials, or products. We do not warrant that the service will meet your requirements, be uninterrupted, timely, secure, error-free, or free of viruses. any information or advice obtained through the service is not guaranteed to be accurate or reliable. you are solely responsible for any damage to your computer system or device or loss of data resulting from the use of the service. we exclude all warranties to the maximum extent permitted by law.
under no circumstances, including negligence, will we be liable for any indirect, direct, incidental, special, or consequential damages arising from the use or inability to use the service, including loss of profits, use, data, or other intangible losses. we are not responsible for any unlawful, objectionable, or infringing conduct of third parties on or through the service. our liability is limited to the maximum extent permitted by law. some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, in which case our liability will be limited to the fullest extent permitted by law.
By using the Service, you agree to defend, indemnify, and hold us and our affiliated entities, employees, contractors, officers, directors, agents, and representatives harmless from any claim or demand, including reasonable attorney fees, arising from your use or misuse of the Service or the use or misuse of Service contents by a third party. This indemnification provision survives the termination of your account or use of the Service.
Applicable Laws and Jurisdiction
These Terms are governed by the laws of Israel, excluding conflicts-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Your use of the Service may also be subject to other local, state, national, and international laws. You agree that any claim or dispute with us related to the Service will be subject to the exclusive jurisdiction of the competent courts in Israel. If any laws prevent the application of any part of these Terms, those laws will take precedence.
We will not be liable for any failure or delay in performing the Service or our business obligations due to events beyond our reasonable control, such as labor strikes, utility service failures, acts of God, wars, riots, compliance with laws or orders, accidents, equipment breakdowns, fires, floods, or storms. If a force majeure event prevents us from performing the Service for more than thirty (30) continuous days, you may terminate the Service with written notice.
Parties' Relationship; Third Parties
These Terms do not create a joint venture, agency relationship, employment, or partnership between us. These Terms do not confer rights on any person or party other than you and us.
Correspondence should be sent to email@example.com. You agree to report any copyright violations to us as soon as you become aware of them. If you have a claim of copyright infringement regarding material in the Service, please notify us promptly at firstname.lastname@example.org.
If any provision of these Terms is deemed unlawful, void, or unenforceable, that provision will be severed from these Terms, and the remaining provisions will remain valid and enforceable. We may assign these Terms, in whole or in part, at any time with or without notice. You may not assign, transfer, or sublicense these Terms or any rights or obligations without our consent. No waiver of any breach or default hereunder will be deemed a waiver of any preceding or subsequent breach or default. Headings and section titles are inserted for convenience and do not define or explain any section or provision.
These Terms constitute the entire agreement between you and us regarding the subject matter herein. You may not modify these Terms. These Terms will benefit our successors, assigns, and licensees. A printed version of these Terms or any notice in electronic form is admissible in judicial or administrative proceedings to the same extent as other business documents and records.
Update on: June 6, 2023