Terms of Use
Acceptance of Terms of Use
Please read the following Terms of Use (the “
Term of Use“) carefully before using our Website. The Terms of Use and the
Privacy Policy constitute binding agreements between Simpool and you. By visiting the Website, you agree to be bound by these Terms of Use and Privacy Policy, and all other policies that we may publish from time to time through the Website, which are incorporated here by reference, and each of which may be updated from time to time without notice to you.
IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS OF USE OR THE PRIVACY POLICY, PLEASE DO NOT USE THE WEBSITE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.
Privacy
Your privacy is very important to us; please review our Privacy Policy in order to better understand our commitment to maintaining your privacy. Note that in order to use certain parts or features of the Website, such as those requiring you to create a user account, you may be asked to provide certain Personal Information (as defined in the Privacy Policy. You may also submit your Personal Information when you contact us with questions or requests.
By using the Website, you agree:
- that you have the adequate legal capacity to enter into these Terms of Use and to form a binding agreement, for yourself for the person or entity on behalf of which you are using the Website, and that you will use the Website only for lawful purposes and in accordance with these Terms of Use. You further represent and warrant that you are of legal age in your jurisdiction in order to enter into a binding contract, that you will not knowingly use the Website to violate any law, regulation or ordinance or any right of Simpool or any third party, and that any information that you provide to us or through using the Website will be complete, accurate and current at all times;
- not to copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Website, any Content offered by Simpool or Third Party Services (as defined below) and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without Simpool’s prior written and specific consent and/or as expressly permitted under the Terms of Use;
- not to use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Website (or its data), or in any way reproduce or circumvent the navigational structure or presentation of any part of the Website, nor obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Website;
- not to act in a manner which is and/or might be perceived as damaging to Simpool’s reputation and goodwill or which may bring Simpool into disrepute or harm;
- not to impersonate any person or entity or provide false information on the Website, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Simpool and/or any other users;
- not to reverse look-up, trace, or seek to trace another user of the Website, or otherwise interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Website without their express and informed consent;
- not to upload to the Website or otherwise use it to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, 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;
- not to sell, license, or exploit for any commercial purposes any use of or access to any content published on the Website, except as expressly permitted by the Terms of Use;
- not to remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of Simpool or any of our licensors, including copyright mark [©], creative commons [(cc)] indicators, or trademark signs [® or ™] contained in or accompanying any content published on the Website; or
- not violate, attempt to violate, or otherwise fail to comply with these Terms of Use or any laws or requirements applicable to your use of the Website.
Your failure to abide by any of the above, or any misrepresentation made by you in connection with your use of the Website, may result in the immediate denial of any further access to the Website, with or without further notice to you, and without any refund of any amounts paid by you to Simpool.
Personal Account
In order to access certain features or services provided by us through the Website, you may have to create an account. As part of the onboarding process as Simpool’s customer, you will be asked to sign an insertion order and to accept and comply with our standard customer
Terms & Conditions (“
T&C“) [
, which will be available on our Website and updated from time. As part of the registration process, you will have to create a user name and password. Your user name and password are personal to you and you may not allow any third party to use your user name or password under any circumstances. Simpool will not be liable for any harm caused by, or related to, the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password. You agree to notify us immediately if you become aware of any unauthorized activity with respect to your account, of or believe there is any other need to deactivate your user name or password due to security concerns.
You agree that you are solely responsible and liable for all actions taken via your password, whether or not made with your knowledge or authority. You agree to guard your password carefully, with the full awareness that a failure to keep it secure will enable others to engage in transactions through the Website for which you will be legally responsible. PASSWORDS ARE ISSUED ON A PERSONAL BASIS. ACCORDINGLY, ALL CONTENT OR INSTRUCTIONS TRANSMITTED BY OR RECEIVED FROM ANYONE PRESENTING YOUR PASSWORD ON THE SITE WILL BE DEEMED BINDING ON YOU.
Intellectual Property
All rights, title and interest in and to the Website, including any and all copyrightable materials or any other content which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, the “look and feel” of the Website, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, the “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to Simpool.
The Terms of Use do not convey any right or interest in or to Simpool’s Intellectual Property (or any part thereof), except only for the right to use the Website in accordance with these Terms of User. Nothing in the Terms of Use constitutes an assignment or waiver of Simpool’s Intellectual Property rights under any law.
Termination
Failure to comply with these Terms of Use shall entitle Simpool to suspend or cancel your access to the Website and/or to any accounts opened by you in Simpool. All provisions of these Terms of Use which by their nature should survive termination or expiration shall so survive, including, but not limited to, provisions regarding privacy ownership, warranty disclaimers, indemnity and limitations of liability.
Third Party Services
The Website may give you access to third party websites and/or may enable you to engage and procure certain third party services, tools, applications and widgets, content, media distribution services, designers, etc. (collectively, “Third Party Services“). You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you (bundled with certain Simpool services, offered separately by Simpool or persons certified or authorized by Simpool), Simpool merely acts as an intermediary platform between you and such Third Party Services, and does not in any way endorse any such Third Party Services, nor shall it be in any way responsible or liable with respect thereto. Simpool will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third Party Services. Any and all use of such Third Party Services shall be done solely at your own risk and responsibility, and may be subject to such legal terms that govern such Third Party Services, which you are encouraged to review before engaging with them.
Disclaimer of Warranty
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) THE USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SIMPOOL AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) SIMPOOL AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT: (I) THE WEBSITE OR ANY SERVICES OFFERED BY THE WEBSITE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (III) THE QUALITY OF ANY GOODS, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU ON OR THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS. ANY CONTENT, THIRD PARTY SERVICES AND/OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR OTHER DEVICE (ELECTRONIC OR OTHERWISE USED BY YOU TO ACCESS THE WEBSITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT, THIRD PARTY SERVICES AND/OR MATERIALS; AND (C) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, SIMPOOL, ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND/OR AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY, INCLUDING ANY DAMAGES RESULTING FROM: (A) ERRORS, MISTAKES, OR INACCURACIES OF OR IN ANY CONTENT; (B) ANY PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO YOUR USE OF THE WEBSITE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE AND/OR ANY PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION OF THE WEBSITE; (E) THE USE OR DISPLAY OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE; (F) EVENTS BEYOND THE REASONABLE CONTROL OF SIMPOOL, INCLUDING ANY INTERNET FAILURES, EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EARTHQUAKES, EXPLOSIONS, ACTS OF G-D, WAR, TERRORISM, GOVERNMENTAL ACTIONS, ORDERS OF COURTS, AGENCIES OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES; AND/OR (G) LOSS OF USE, DATA, PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM THE USE OR THE INABILITY TO USE OF THE WEBSITE.
Indemnity
You agree to defend, indemnify and hold harmless Simpool, its affiliates, officers, directors, shareholders, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from: (a) your violation of any term of these Terms of Use or the Privacy Policy; (b) your violation of any third party right, including any copyright, property, or privacy right.
Miscellaneous
These Terms of Use (including the Privacy Policy and T&C (the latter, if you sign an insertion order with Simpool)) are the entire agreement between you and us with respect to your use of the Website and any account accessed through the Website, supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Simpool with respect to Website and your use thereof. If any provision of these Terms of Use, the Privacy Policy and/or T&C is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use, Privacy Policy and T&C will otherwise remain in full force and effect and enforceable. The failure of Simpool to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
These Terms of Use are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without your consent.
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.
Our failure to enforce any part of these Terms of Use shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Use. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
The section and paragraph headings in these Terms of Use are for convenience only and shall not affect their interpretation. Any use of terms such as “including”, “for example” or “such as” in these Terms of Use shall be read as being followed by “without limitation” where appropriate.
These Terms of Use and your use of the Website will be governed by and interpreted in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than Israel. The courts located in Tel-Aviv, Israel shall have sole and exclusive jurisdiction over any dispute arising in connection with these Terms of Use. You and Simpool hereby expressly consent to the personal jurisdiction of Tel-Aviv’s courts in Israel, and expressly waive any right to object to such personal jurisdiction or the convenience of such forum.
Subject to any applicable law, all disputes between you and Simpool shall only be resolved on an individual basis and you shall not have the right to bring any claim against Simpool as a plaintiff or a member of a class, consolidated or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others). ANY CLAIM RELATED TO THESE TERMS OF USE MUST BE BROUGHT WITHIN ONE YEAR. THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT FILED, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS.
Simpool may change, suspend or terminate the Website and/or change any of these Terms of Use with or without prior notice – at any time and in any manner. Your continued use of the Website following the implementation of any changes to these Terms of Use constitutes acceptance of those changes, which will apply to your continued use of the Website going forward. Your use of the Website is subject to the Terms of Use in effect at the time of such use. You are encouraged to revisit the Terms of User and Privacy Policy frequently in order to be fully apprised of your rights and obligations in connection with your use of the Website.
Last updated: September 1, 2022
