Terms of Use

1. General
1. Please review these Terms of Use (the “Terms”) carefully before using Ziv-Av Technology and its subsidiaries (“Ziv-Av”) websites and services. By accessing, browsing or using these websites or services, you fully acknowledge that you have read, understood and agree to abide by these Terms and comply with all applicable laws and regulations. If you do not agree to these Terms, you are not authorized to use Ziv-Av websites and services. These Terms control your use of the websites and services, any content (such as text, data, information, graphics or photographs) that Ziv-Av may make available through the websites (collectively, “Materials”) and any services that Ziv-Av may provide through the websites (collectively, “Services”). The websites, Materials and Services are referred to in these terms collectively as the “Ziv-Av Websites.”
2. Ziv-Av reserves the exclusive right to modify or update these Terms, make changes to the Ziv-Av Websites, or discontinue any or all of its programs, products, services, without providing further notice. Additional terms, notices and conditions may apply to specific information, products, services offered through the Ziv-Av Websites. Should a conflict arise, such additional terms, notices and conditions will prevail over these Terms.

2. Changes to these Terms and Conditions of Use
1. We may modify these Terms and Conditions of Use at any time, without notice, by updating this page. Please check this page periodically for changes.

3. Copyright and Restrictions on Use of Ziv-Av Websites
1. The materials on the Site as well as its organization and design are the property of the Company and are protected by worldwide copyright laws and treaty provisions. You may access, print, and make personal use of Site and its content for the sole purpose of facilitating your personal, non-commercial use and retention of information from this Site. Except for the purpose of page caching and as otherwise explicitly set forth in these Terms, you may not copy, distribute, republish, modify, display, publicly perform or use the materials in any manner, without our prior written consent. You may not use spiders and other search robots on this Site.
2. Nothing contained in these Terms and Conditions of Use shall be construed as conferring any license or right to any trademark or other intellectual property right of the Company or any other party. All trademarks, trade names, service marks, photos, logos and information displayed throughout the Site are the property of Company or licensed by third parties. You may not display, use as a link, use as a meta tag, or otherwise use any of the trademarks, trade names, service marks, photos, logos and information displayed throughout the Site without the prior written consent of the owner of the trademark, trade name, service mark, photos, logos or information.
3. We may provide links to third-party sites that might be of interest to you. We have no control over the content or availability of the contents of these sites. It is your responsibility to become familiar with each site’s privacy and other policies and terms of service, and to contact that site’s Webmaster or site administrator with any concerns.
4. Unless otherwise provided within these Terms you may not do any of the following without our prior written consent:
1. 7.1. Copy, reproduce, upload, post, display, republish, distribute, or transmit any part of the content in any form whatsoever;
2. Reproduce any portion of the Site on your website or otherwise, using any device including, but not limited to, use of a frame or border environment around the Site, or other framing technique to enclose any portion or aspect of the Site, or mirror or replicate any portion of the Site;
3. Modify, translate into any language or computer language, or create derivative works from, any content or any part of this Site;
4. Reverse engineer any part of this Site;
5. Sell, offer for sale, transfer, or license any portion of the Site in any form to any third parties;
6. Use any robot, spider, other automatic device, or manual process to monitor, copy, or keep a database copy of the content or any portion of the Site;
7. Use or access the Site in any way that adversely affects the performance or function of the Site, or any other computer systems or networks used by us or the Site, or infringes on our copyright or any copyright of our Users;
8. Upload or transmit to the Site or use any device, software or routine that contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that may damage, interfere or attempt to interfere with, or intercept, the normal operation of the Site, or appropriate the Site or any system, or take any action that imposes an unreasonable load on our computer equipment, or that infringes upon the rights of any third party.
You may send a notice of claim of copyright infringement to the Ziv-Av Legal Department at: Ziv-Av Be’erot Itzhak 60905, Israel; E-mail – engineering@zivav.com.

4. Changes to Site; Unavailability of Site
1. Company may change, suspend or discontinue any aspect of the Site at any time, including the availability of any Site features, database, or content, where Company have legal, commercial or technical reasons to do so. Company may also impose limits on certain features or services or restrict your access to parts or the entire Site for similar reasons.
2. There may also be times when the Site becomes inaccessible as a result of technical difficulties experienced by us or on the Internet. Please note, however, that we cannot guarantee continuous access to the Site or any of its specific features.

5. Trademarks
1. Ziv-Av reserves all rights to its trademarks, service marks and logos, which together with the trademarks, service marks and logos of its subsidiaries registered in th Israel or in other countries, are collectively titled “Ziv-Av Marks.”
2. Ziv-Av Marks are highly valued intellectual property, and therefore Ziv-Av will take all steps to protect against dilution and usage of third-party marks that are confusingly similar to Ziv-Av Marks or which are likely to cause confusion with Ziv-Av Marks. Ziv-Av does not permit any use of Ziv-Av Marks in a manner that is likely to cause confusion by implying an association with Ziv-Av.
3. Please note that other product and brand names on the Ziv-Av Websites may be trademarks of their respective companies.

6. Linking To Ziv-Av Websites
1. Linking to the Ziv-Av Websites (including an internal or subsidiary page of any website comprising a part of the Ziv-Av Websites) must be approved in writing by Ziv-Av, except a limited, revocable right to create a hyperlink to the website is granted under condition that the website on which the hyperlink resides:
1. Does not utilize content of a Ziv-Av Website;
2. Does not utilize a Ziv-Av logo;
3. Does not use framing of a Ziv-Av Website;
4. Does not misrepresent an affiliation or other relationship with Ziv-Av;
5. Does not misrepresent any possible endorsement by Ziv-Av;
6. Does not contain content that could be construed as illegal, distasteful, offensive or controversial; and
7. Is promptly modified to delete the hyperlink upon request by Ziv-Av.

7. Copyright Links to Third Party Sites
1. The Ziv-Av Websites may contain links to third-party websites, which are provided solely for your convenience and information. Accessing these links will cause you to leave the Ziv-Av Websites. Ziv-Av does not endorse or make any representations about such third party websites, and Ziv-Av is not responsible for the accuracy, reliability, and suitability of any information, data, opinions, advice or statements made on those websites. Ziv-Av does not control those websites and holds no responsibility over the contents of any third-party websites, any links contained in third-party websites, or any modifications or updates made to third-party websites. Further, Ziv-Av shall not be held liable for any losses or damages incurred by users of these third-party websites. Please note that access and usage of these linked third-party websites, including any materials, information, services and products described or provided therein, is made solely at your own risk and discretion. The personal information you choose to provide to unrelated third parties is not covered by the Ziv-Av Privacy Policy posted at https://zivav.com/privacy-policy.

8. Privacy
1. Ziv-Av’s Privacy Policy posted at https://zivav.com/privacy-policy applies to use of Ziv-Av Websites, and is incorporated into these Terms of Use.

9. Anti-Piracy and License Compliance
1. Ziv-Av safeguards its technology vigilantly and only authorizes others to use it by virtue of license agreements. Using or distributing without permission from Ziv-Av constitutes piracy. Ziv-Av distributes and sells its through a channel network of distributors and resellers worldwide. Ziv-Av does not distribute or sell its through unauthorized channels such as peer-to-peer networking, file-sharing sites, auctions, or through other illegal download sites offering key or serial number generators. If you are contemplating or have obtained through one of these avenues, you likely will find yourself with pirated . Please contact Ziv-Av at engineering@zivav.com for assistance with your own or another’s unauthorized use of.

10. Electronic Communications
1. When you visit the Ziv-Av Websites or send e-mails to Ziv-Av, you are communicating with Ziv-Av electronically. We may respond to you by e-mail or by posting notices on the Ziv-Av Websites. You agree that all such notices, disclosures and other communications that Ziv-Av provides to you electronically satisfy any legal requirement that such communications be in writing. You agree that we will be free to use any communication you provide for any purpose. You hereby grant to us a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to grant and authorize sublicenses, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of and otherwise use the communication without restriction in any manner now known or in the future conceived and to make, use, sell, offer to sell, import and export any product or service that incorporates or is based in whole or in part on the communication.

11. Terminating Use
1. If we have reason to believe that you or your users have breached these Terms of Use or our Privacy Policy, we or our designated agent may review your use of Ziv-Av Websites, verify your compliance with these Terms, and at our discretion, terminate your or your user’s access immediately.

12. Disputes
1. All claims, disputes, or controversies arising out of or relating to these Terms or your use of Ziv-Av Websites must be made by you within (a) the time period specified by applicable law; or (b) six (6) months after the cause of action accrues if no such period is specified at law.

13. Disclaimers and Warranties
1. Information on the Ziv-Av Websites is not promised or guaranteed to be correct, current or complete, and the Ziv-Av Websites may contain technical inaccuracies or typographical errors. Ziv-Av assumes no responsibility (and expressly disclaims responsibility) for updating the Ziv-Av Websites to maintain current information or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any products, services or other matters described in the Ziv-Av Websites. Ziv-Av provides no assurances that any reported problems will be resolved by Ziv-Av, even if Ziv-Av elects to provide information with the goal of addressing a problem.
2. ALL INFORMATION, , PRODUCTS, MATERIALS, AND SERVICES PROVIDED ON THE Ziv-Av WEBSITES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” WITH NO WARRANTIES OR GUARANTEES OF ANY KIND. Ziv-Av EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES, GUARANTEES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Ziv-Av MAKES NO WARRANTY THAT THE Ziv-Av WEBSITES WILL MEET YOUR REQUIREMENTS OR THAT THE Ziv-Av WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR THAT THE SERVICES WILL MEET (OR ARE DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS.

14. Indemnification
1. You agree to indemnify, defend, release, and hold Ziv-Av, its parents, subsidiaries, affiliates, officers, directors, agents, partners, employees and licensors harmless from any claims, liabilities, demands, losses, damages, costs, expenses and fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from: (1) your (or anyone using your account, computer or ) use of the Ziv-Av Websites or violation or breach of these Terms; (2) your content; (3) any infringement or misappropriation of any Intellectual Property Rights (defined below) by you, your customers or your suppliers; (c) violation of laws, rules, regulations, etc. by you; or (4) your use of any third party content. We will (i) provide you with notice of such claim within a reasonable period of time after learning of the claim; and (ii) reasonably cooperate in response to your requests for assistance (subject to your reimbursement of our costs and expenses). Ziv-Av reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Ziv-Av’s defense of such claim, and in no event may you agree to any settlement affecting Ziv-Av without Ziv-Av’s written consent.
2. “Intellectual Property Rights” means all worldwide intellectual property rights, including, without limitation,“patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer , database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

15. Limitation of Liability
1. IN NO EVENT WILL Ziv-Av OR OUR LICENSORS BE LIABLE FOR: (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR; (B) ANY DAMAGES WHATSOEVER IN EXCESS OF 50,000 US$, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, REVENUES OR SAVINGS, LOSS OR DAMAGE TO DATA OR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE THE Ziv-Av WEBSITES OR ANY MATERIALS, INFORMATION, PRODUCTS OR SERVICES ACCESSED ON OR THROUGH THE Ziv-Av WEBSITES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY AND EVEN IF Ziv-Av HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES.
2. In any event and in any case, the responsibility of Ziv-Av in respect of this terms and Ziv-Av’s websites and services, and for any damages caused by Ziv-Av will be limited to a total aggregate ceiling of 50,000 US$.

16. Exclusions and Limitations
1. The exclusion of certain warranties or the limitation or exclusion of liability for certain damages may not be authorized in some jurisdictions. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that Ziv-Av may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Ziv-Av’s liability shall be the minimum permitted under such applicable law.

17. General Provisions
1. Entire Agreement. These Terms together with the provisions of any applicable Ziv-Av Websites (i) are the complete statement of the agreement of the parties with regard to the subject matter hereof, superseding all previous arrangements between the parties relating to its subject matter; and (ii) may be modified only by Ziv-Av in writing. All terms of any purchase order or similar document provided by You, including any pre-printed terms thereon and any terms that are inconsistent or conflict with these Terms, shall be null and void and of no legal force or effect with respect to the use of the applicable Ziv-Av Website. You confirm that You have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in these Terms.
2. Severability. If any provision of these Terms becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, the remaining provisions will remain in effect.
3. Relationship to Other Agreements. These Terms apply in addition to Ziv-Av’s product or Service-specific Terms, including any signed Master Ordering Agreement, Professional Services Agreement or other licensing agreement you may have signed with Ziv-Av.
4. Waiver. Failure to enforce a provision of these Terms will not constitute a waiver.
5. Independent Contractor. The parties are independent contractors. Nothing in these Terms shall be construed to create a joint venture, partnership, or an agency relationship between the parties themselves or between the parties and any third person. Except as expressly provided herein, no party has the authority, without the other party’s prior written approval, to bind or commit any other party in any way.
6. No Third-party Beneficiaries. These Terms are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.
7. Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under these Terms due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, unavailability or interruption of telecommunications equipment or networks, or any other cause beyond the reasonable control of the party invoking this section, and if such party shall have used reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences.
8. Legal Contact Information. Should you have any inquiries about these Terms, the licensing or usage of Ziv-Av Marks, or Ziv-Av copyrighted materials, you may contact the Ziv-Av Legal Department at engineering@zivav.com.
9. Construction. As used in this Agreement: (a) the terms “include” and “including” are meant to be inclusive and shall be deemed to mean “include without limitation” or “including without limitation”; (b) the word “or” is disjunctive, but not necessarily exclusive; (c) words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa; (d) person includes a natural person, corporate or unincorporated body; (e) a reference to us or You includes personal representatives, successors and/or permitted assigns; (f) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation; (g) a reference to writing or written includes faxes and e-mails; (h) references to “dollars” or “$” shall be to Israel unless otherwise specified herein; and (i) unless otherwise specified, all references to days, months or years shall be deemed to be preceded by the word “calendar”.” The headings of these Terms are intended solely for convenience of reference and shall be given no effect in the interpretation or construction of these Terms.
10. These Terms and Conditions and your use of this site will be governed by and construed in accordance with the laws of the State of Israel. You agree that any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed only in the applicable courts located in Tel-Aviv district and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of your use of this site, any purchase from this site, or these Terms and Conditions.
11. These Terms constitute the entire agreement between you and us with respect to the Site, and supersede all other communications, written or oral, with regard to the Site or the Service.

These Terms were last updated on May 25, 2020.