Terms of Service
PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE DAPULSE SERVICE.
By creating an Account in dapulse and/or by accepting an invitation to join an existing Account in dapulse as an Authorized user (as defined below) and/or by accessing and using the dapulse Service (defined below) or website, www.dapulse.com (“Site”), you accept these terms of service (the “Terms”), and you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively, “you” or "your”), have read and understood and agree to comply with the terms and conditions below, and are entering into a binding legal agreement with dapulse Labs Ltd. (“dapulse”, “us”, “we” or “our”). If you are creating an Account (“Account” or “Organization Account” as defined below) you are entering into these Terms on behalf of an Organization (your Organization, your employer Organization or any other entity), and you represent and warrant that you have or you were granted full authority to bind the aforesaid Organization to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind the Organization or any other entity, please do not accept these Terms or access or use the Service. 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. For clarity, these Terms also apply on each Authorized User (defined below) and as an Authorized User, upon the creation of a User Account (defined below), you hereby agree to any terms that apply to you and that are specified hereunder.
“Admin” means any Authorized User who has been specify as the organization administrator as defined bellow in section 5.2 below.
“Authorized User” means any individual who has been supplied with user identification and password to access and use the Service on behalf of your Organization. Authorized Users may include but are not limited to your employees, consultants, contractors and agents, and third parties with which you transact business.
“Board” means the place where groups of projects/tasks are managed and stored.
“Board Owner” means the creator of a Board and any other Member (defined below) designated by such creator as an additional "creator" of the said Board.
“Guest” means an Authorized User, external to the Organization that has been invited by a Member to join a Shareable Board.
“Main Board” means a Board that can be seen by all Members.
“Member” means an Authorized User that is engaged by the Organization (such as employees and consultants). For clarity, Member does not include a Guest. “Organization” means the team, company, organization or any other entity that you either represent or belong to and that defines the Authorized Users that are using our Service under the same Organization Account.
“Private Board” means a Board that can be seen only by a specific Member(s) that has been invited by the Board Owner to join that specific Board.
“Shareable Board” means a Board that can be seen only by an Authorized User (Member or Guest) that has been invited by the Board Owner to join the that specific Board.
2. Description of the Service and Site.
2.1. Service. dapulse's project management tool is made available to you on a software as a service (SaaS) basis (the “Service”) through a web portal on our Site or via the dapulse application (the “App”) and includes: (i) the software that you access via the Site or the App; (ii) any other products, services, and features made available or provided to you by dapulse in connection with the Service; and (iii) the trademarks, service marks and logos (“Marks”), content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, (together with the Marks, “Content”), contained in or made available through the Service. The Service includes creation of "pulses" which are pieces of content you interact with. You may post in pulses, reply to pulses and/or interact with them. You may share different content through those pulses, such as text, images, audio, video or other types of content.
2.2. Site. The Site www.dapulse.com is intended to provide you with information about dapulse and its products and services, to enable you to purchase a subscription to the Service, and provide subscribers to the Service with a web portal to access the Service. For clarity, the term “Site” includes all Content (defined above) on the Site, but excludes the Service, unless otherwise specified herein.
3. Ability to Accept Terms.
If you, as an Authorized User, access and use the Site and/or Service, you represent and warrant that you are at least 18 years old. The Site and/or Service is only intended for individuals aged thirteen (13) years or older. If you are under 13 years please do not visit, access or use the Site and/or Service. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting, accessing or using the Site to make sure that you and your parent or guardian understand these Terms and agree to them. You may not access and use the Service if you are, and you represent and warrant that you are not, a competitor of dapulse.
4. Subscription to the Service.
4.1. Subscription. Subject to your, as an Authorized User, compliance with these Terms, and the payment of applicable Fees by the Organization (defined below), dapulse hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable subscription (“Subscription”) to access and use the Service during the Subscription Period (defined below).
4.2. Order Form. The Subscription to the Service is subject to any restrictions or limitations set forth in the Order Form, including, but not limited to, the number and type of Authorized Users. “Order Form” means dapulse's then-current online or hard copy order form which you must complete and submit to dapulse in order to purchase a subscription to the Service, where you will be requested: (i) to sign up for a paid plan for your Organization; (ii) to affirmatively select the number of Authorized Users you wish to register; and (iii) to pay the applicable Fees.
5. Using the Service.
dapulse provides the following service functionalities as a part of the Service. dapulse may add other functionalities and/or modify some of the functionalities at its own discretion and without further notice, however, if we make any changes in the functionality of the Service that we find to be material, then we will notify you by posting an announcement on the Site and/or via the Service or by sending you an email.
5.1. Authorized User Authorized Users can be involved in multiple Subscriptions of the Service, either as an Admin, a Member or a Guest (defined below). When you sign up for an Organization Account for your Organization you may designate In an Order Form different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized Users. You as an Admin must ensure that each Authorized User is aware of these Terms and its provisions, prior to using the Service. Without limiting the foregoing sentence, you shall procure each Authorized User's compliance with the restrictions and obligations in these Terms, and shall be primarily responsible and liable for the acts and omissions of each Authorized User.
5.2. Organization Administrator. If you are the first Authorized User in your Organization you’ll be automatically granted Admin rights. An Admin can assign or remove Admin rights of other Authorized users at any time. If the Organization will ask us to remove your Admin rights, we will follow the Organization request. You agree to take any actions reasonably requested by us or the Organization to transfer the Admin role to another Authorized User as per the Organization request. The Admin may perform any tasks which a Member and/or a Guest can perform as further specified in Sections 5.3-5.4 below. In addition please visit https://support.dapulse.com/hc/en-us/articles/207982185-What-s-the-difference-between-a-user-and-an-admin- to review additional tasks that may be performed by the Admin, as may be amended from time to time. The Admin may use the Application Program Interface (“API”) only during the respective Subscription Period only in connection with the use of the Service. The restrictions set forth in Section 7 (Restrictions) below, shall apply also in connection with the right to access and use the API. In addition, each Admin may brand and design your Organization Account according to the Service’s functionality as well as the look and feel of your Organization Account. dapulse may provide the Admin with audit tools to manage the Organization Account and view what activities were performed by which Authorized Users. The Admin may also login into our platform located at https://dapulseaddicts.com/ under which the Admin may share its ideas and experiences with respect to its use of the Service and other information regarding your Organization.
5.3. Member. If you are a Member, you will be allowed access to the Main Boards and limited access to Private Boards and/or Shareable Boards and allowed to perform the following activities in a Board you have access to, all as configured by the Board Owner in the settings of each Board and according to the Service's functionality:
o Post Content. You may interact with other Authorized Users’ data and post data within Main Boards and Shareable Board and Private Boards (that you have access to), such as text, images, videos, charts, polls and other data as available through the Service’s functionality. o View Information. You may view data posted by other Authorized Users within the applicable Board, as well as your data; provided, however, that it is not restricted by the other Authorized Users. o Invite. You may, according to the Service functionality, invite other Members and/or Guests to have access to your Boards (defined below); provided that the number of permitted Guests may be limited by us from time to time at our sole discretion. Any Guests which exceed the said limit shall be denied access unless the relevant fee (as shall be notified by us) is paid on their behalf.
Each Member who is a Board Owner, may select whether a Member of the applicable Board can view content contained in such Board and/or make changes on such Board.
5.4. Guest. If you are a Guest you will be allowed, free, limited access to, and be allowed to perform the following activities in the Shareable Board you have access to, as configured by the Board Owner in the settings of such Shareable Board and according to the Service’s functionality: o Post Content. You may interact with other Authorized Users’ data and post data within applicable Shareable Board such as text, images, videos, charts, polls and other data as available through the Service’s functionality; provided that the Admin allowed you to do so. o View Information. You may view data posted by other Authorized Users only within the Shareable Board and in accordance to what the Admin marked as data that you may view.
6. Site Access.
We hereby grant you permission to visit and use the Site for your information and personal use only, subject to these Terms and your compliance with applicable law.
Except as expressly permitted in these Terms, you may not, and shall not allow an Authorized User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Site to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Site or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Site; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Site, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Site, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access or monitor the Service or Site for any purpose; (vi) take any action that imposes or may impose (at dapulse's sole discretion) an unreasonable or disproportionately large load on the dapulse infrastructure or infrastructure which supports the Site or Service; (vii) interfere or attempt to interfere with the integrity or proper working of the Service or Site, or any related activities; (viii) remove, deface, obscure, or alter dapulse's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Site, or use or display logos of the Service or Site without dapulse’s prior written approval; (ix) use dapulse’s Marks without our prior written consent; (x) use the Service or Site to develop a competing service or product; (xi) use the Service or Site to send unsolicited or unauthorized commercial communications; and/or (xii) use the Service or Site in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose, or in breach of these Terms, any terms and conditions of any third-party product or service you use, or agreement you have entered into with any third party. Without derogating from the above, each Organization agrees to remain liable to dapulse for any act or omission of an Authorized User that would constitute a breach of these Terms if such acts or omissions were by you.
8.1. Organization Account. In order to use the Service, an account should be created for the Organization (“Account” or “Organization Account”). If you are creating an Organization Account, you acknowledge and agree: (i) to provide accurate and complete Organization Account and login information; (ii) to keep, and ensure that, all Account login details and passwords are secured at all times; and (iii) to remain solely responsible and liable for the activity arising out of any failure to keep your Account details confidential; and(iv) to promptly notify dapulse in writing if you become aware of any unauthorized access or use of the Organization Account or the Service. You further represent and warrant that in creating the Organization Account: (i) your Organization do not reside in any proscribed state nor in any state that is embargoed by the United States department of commerce or any applicable law;(ii) your Organization is solvent and has not led for bankruptcy, liquidation, debt arrangement or otherwise lost your ability into entering into agreements such as these Terms; and (iii) the Organization was not previously blocked by dapulse from having an Account or otherwise using the Service.
8.2. User Account. In order to use the Service within an existing Organization Account and become an Authorized User, you are required to create a personal user account (“User Account”). In creating your User Account, you acknowledge and agree: (i) to provide accurate and complete User Account and login information; (ii) to keep, and ensure that, your User Account login details and password are secured at all times; and (iii) to remain solely responsible and liable for the activity arising out of any failure to keep your User Account details confidential; and (iv) to promptly notify dapulse in writing if you become aware of any unauthorized access or use of your User Account or the Service. You further represent and warrant that in creating your User Account you were not previously blocked by dapulse from having a User Account or otherwise using the Service.
9. Customer Data.
9.1. License. While using the Service, Authorized Users may submit certain content, data or information to the Service (either to Public, Private or Shareable Boards), such as (i) images and/or text and/or videos used in creating content through the service, as well as comments; (ii) images or videos retrieved from third parties in such items; (iii) description, text and information processed through the Service; (iv) submissions made through the Service or any other data which is stored on, or otherwise processed by the Service (“Customer Data”). You, as the Organization (the sole owner of the Customer Data, as further set forth in Section 12.2) hereby grant us a royalty free, worldwide, non-exclusive license to use, process, access, modify, display, copy and store Customer Data in order to provide the Service to you and enable you to share the Customer Data or interact with other people, to distribute and publicly perform and display Customer Data as you (or your Organization) direct or enable through the Service.
9.3. Security. dapulse agrees during the Term to implement reasonable security measures to protect Customer Data and will, at a minimum, utilize industry standard security procedures. However, because of the nature of the Service, which combines public and private information that is conveyed over the public internet, dapulse shall not be held liable for any damage caused as a result of your use of the Service, their unavailability, any error or faults in the Service. You alone shall be responsible and liable for the maintenance and backup of all your Customer Data.
10. User Submissions.
10.1. Responsibility. The Site may permit the publishing of certain data, information or content by you and other users (“User Submissions”). For clarity, the term User Submissions shall not apply to any Customer Data. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all User Submissions posted on the Site at any time and for any reason.
10.2. Ownership. You, as an Authorized User, represent and warrant that you own or have the necessary rights and permissions to use and authorize dapulse to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.
10.3. License to User Submissions. By submitting the User Submissions to dapulse, you hereby grant dapulse a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and dapulse's business, including without limitation for publishing and redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.
10.4. Prohibited Content. You agree that you will comply with subsections 9.2(ii)(a)-(e), except that any reference thereof applying to Customer Data, shall be deemed to apply to User Submissions.
10.5. Exposure. You understand and acknowledge that when accessing and using the Site: (i) you will be exposed to User Submissions from a variety of sources, and that dapulse is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You hereby agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against dapulse with respect to (i) and (ii) herein.
11. Copyright and Content Policy.
It is dapulse's policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement in accordance with our Copyright and Content Policy which may be viewed at: [email protected]
12. Intellectual Property Rights.
12.1. Site and Service. The Service, Site and the API, including all Content contained or displayed on the Site or Service (excluding Customer Data and User Submissions), are the property of dapulse and may be protected by applicable copyright or other intellectual property laws and treaties. Title and full, exclusive ownership rights in the Service and the Site (and all parts of either, including the Content), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related your usage of the Site and Service (excluding Customer Data and User Submissions), and dapulse's intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to dapulse (or its third party providers). “dapulse”, the dapulse logo, and other marks are Marks of dapulse or its affiliates. All other trademarks, service marks, and logos used on the Site or Service are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Service, Site and the Content.
12.2. Customer Data. The intellectual property and all other rights, title and interest of any nature in and to Customer Data contained are and shall remain the exclusive property of the Organization and the Organization shall have the right at its sole discretion to access, and/or limit your access and/or remove and/or assign the ownership to any of the Customer Data you have generated, including but not limited to, Customer Data contained in Private Boards and/or Shareable Boards you have owned or contributed to. To the extent, the Organization shall submit a request to dapulse with respect to the access and/or removal and/or ownership of the customer Data, as specified in this Section 12. 2, dapulse shall accept and follow such request. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights, title or interests to Customer Data to dapulse or any third party.
12.3. Feedback. It is anticipated that you, as an Authorized User or a Site's user, may provide suggestions, comments or other feedback to the dapulse Service, the API (in case you are the Admin) and/or the Site (“Feedback”). Feedback shall be deemed the sole property of dapulse. Without derogating from the above, dapulse will be free to adopt such Feedback for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You and Your Organization hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish or otherwise make available in the course of dapulse's webinars, customer forums/blogs, community forums/blogs or any other similar event or venue, including without limitation for publishing and redistributing part or all of such information and/or content (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in such information and/or content, to the extent permitted by law.
14. Anonymous Information.
Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Service and/or Site, and disclose it to provide, improve and publicize our products and services and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as aggregated and analytics information. dapulse owns all Anonymous Information collected or obtained by dapulse.
15. Subscription Term and Renewal.
15.1. Term. The Service is provided on a subscription basis for a set term specified in your Order Form (“Subscription Term”) and shall automatically renew for additional periods equal to the original initial term specified in your Order Form, unless either party gives the other notice of non-renewal before the end of the relevant subscription term. If you elected not to renew, you should send such non-renewal request to [email protected] dapulse will confirm the non-renewal request when it is processed. If you do not receive a confirmation, please contact dapulse as soon as possible. The Fees during any such renewal term shall be the same as that during the prior term unless we have given you written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. If you continue to access or use the Service past any Subscription Term renewal date, you shall be deemed to have renewed your subscription to the Service for the corresponding renewal period and shall be liable to pay all applicable fees in connection with such renewal period.
15.2. Termination by dapulse. dapulse may terminate your use of the dapulse Service at any time and without prior written notice in any case where it believes that you or your Organization have breached these Terms and such breach may cause dapulse irreparable harm unless your User Account or the Organization Account is terminated immediately. Upon termination of these Terms, you shall cease all use of the dapulse Services.
15.3. Termination by you. Without derogating from your obligation to pay applicable Fees, you as the Organization Admin may terminate your subscription to the Service by cancelling your Organization Account through the tools that we make available within the Service or by sending a cancellation request to us at [email protected], in which case we will use commercially reasonable efforts to respond within a reasonable time. The aforesaid Organization Account cancellation will take effect at the end of the then-current Billing Cycle (defined below) and you will not be charged for the subsequent Billing Cycle. For clarity, the Fees paid for the remainder of the then-current Billing Cycle following a request for cancellation are not refundable.
15.4. Objection. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site or Service in any way, your only recourse is to immediately discontinue use of the Site or Service (and cancel your subscription).
If we believe, in our sole discretion, that you, as an Authorized User, are using the Service in a manner that may cause harm to us or any third party, or in breach of these Terms, then we may, without derogating from our right to terminate your Subscription as specified in these Terms, suspend or terminate your User Account or your access to and use of the Service, or parts thereof.
17.1. Service Fees. In consideration for the Service, Your Organization shall pay all fees designated in the Order Form. Except as otherwise specified, fees are based on the number and type of Authorized Users invited to use the Service purchased and not actual usage.
17.2. Payment Terms. The payments made to dapulse shall be made on a recurring basis, and shall be changed in accordance to your usage of the Service. All billing cycles are renewed automatically for the same billing cycle. Fees for the current cycle (monthly, annual or bi-annual) (the “Billing Cycle”) are based on the prevailing rate on the first date of such cycle according to the service selected. All Fees are stated, and shall be paid, in the currency selected by you, are non-refundable and, unless otherwise stated in the Order Form, are exclusive of all taxes, levies, or duties, which are your responsibility. If you are located in a jurisdiction which requires you to deduct or withhold taxes or other amounts from any amounts due to us, you must notify us in writing. In such a case, we reserve the right to assess the withheld amount or to increase the gross amount of the applicable payment so that, after the deduction or withholding for taxes, the net amount paid to us will not be less than the amount we would have received without the required deduction or withholding. The available payment methods and the required payment schedule are set forth in the Order Form.
17.3. Payment Processing. You agree to promptly notify us of any changes to your billing information. In case you pay with credit card, you hereby authorize us to charge your credit card on a recurring basis for all applicable fees and to store your credit card information on our servers and/or on third parties’ payment processing providers servers. If you are invoiced for the service, all amounts are payable net 30 EOM, from the date of the invoice. Your payment may be processed through a third party payment processing service, and additional terms may apply to such payments. We currently engage a third party, for online payment processing services, and in addition to these Terms, you agree that such third party terms and conditions shall apply to your online payments of the Fees. We reserve the right to use other third party payment processing services for such purposes in the future.
17.4. Payment Increase. Should your use of the Service be in excess of your purchased package, for example by adding Authorized Users, your payment shall be recalculated according to the time remaining in your outstanding balance and the addition shall be charged accordingly, in due time (in relation to the remaining portion of the then-current Billing Cycle).
18. Free Trial Subscription.
We may offer a free, no-obligations trial subscription of the Service ("Trial Subscription"). The Trial Subscription, if any, shall commence on the date that you commence access or use of, as applicable, the Service and will conclude at the end of the Trial Subscription displayed on the Order Form and/or Site, or sooner if: (i) you upgrade your subscription by beginning to pay the applicable Fees for the Service, or (ii) your use of the Service is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Subscription period and that dapulse: (i) does not make any commitments in connection with the Service during the Trial Subscription period; and (ii) may send you, subject to your opting out, communications and other notices about the Service to your email address. We reserve the right to modify, cancel and/or limit this Trial Subscription offer at any time.
19. Warranty Disclaimer.
19.1. The Site and the Service are provided on an "as is" and "as available" basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Site and Service and for the selection of the Service to achieve your intended results. DAPULSE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
19.2. DAPULSE DOES NOT WARRANT THAT THE SERVICE OR ACCESS TO AND USE OF THE SITE OR SERVICE WILL BE UNINTERRUPTED, ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.
19.3. DAPULSE OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTY: (I) THAT THE SERVICE, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT ALL VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS; AND (II) REGARDING THE BACKUP OR STORAGE OF CUSTOMER DATA ON OR BY THE SERVICE.
19.4. DAPULSE DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE SITE. YOUR USE OF AND RELIANCE UPON SERVICE OR SITE, OR CONTENT AND YOUR DATA (INCLUDING CUSTOMER DATA) IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND DAPULSE, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING.
19.5. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
19.6. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
20. Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
20.1. IN NO EVENT WILL, DAPULSE ITS AFFILIATES AND THIRD-PARTY PROVIDERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR: (I) ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
20.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DAPULSE, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITE AND THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) FOR IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
20.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 20 SHALL APPLY: (I) EVEN IF DAPULSE, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
20.4. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.
Your Organization and you hereby warrant, represent and agree to indemnify, hold dapulse harmless and to indemnify dapulse and its respective affiliates, officers, directors, employees and agents from and against any and all claims, damage, obligations, liabilities, loss, expense, legal expense (including but not limited to attorney's fees) or cost incurred as a result of (i) your use of or inability to use the Services; (ii) your violation of these Terms, including any false representation; and/or (iii) your Customer Data.
We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service and/or the Site as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of dapulse, its users or the public.
23.2. We permit you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with dapulse or present any false information about us and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website that you do not own; (v) your website, and domain name, does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.
24. Government Use.
If you are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Service is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. Any such software is a “commercial item”, “commercial computer software” and “commercial computer software documentation". In accordance with such provisions, any use of the such software by the Government shall be governed solely by the terms of these Terms.
25. Third Party Advertisements
26. Third Party Software.
Portions of the Service may include third party open source software that is subject to third party terms and conditions (“Third Party Terms”). If there is a conflict between any Third Party Terms and these Terms, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything to the contrary, dapulse makes no warranty or indemnity hereunder with respect to any third party open source software.
These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by dapulse without restriction.
28. Customer Reference.
You acknowledge and accept that dapulse has the right to use your name and logo to identify you as a customer of dapulse or user of the Service, on dapulse’s web site, marketing materials or otherwise by announcements on social media.
We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.
30. Governing Law and Disputes.
30.1. These Terms and any disputes between you and dapulse shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules.
30.2. The exclusive jurisdiction and venue for all disputes between you and dapulse shall be the courts located in Tel Aviv-Yaffo, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, dapulse reserves the right to seek injunctive relief in any court in any jurisdiction.
32. Distributor Requirements and Usage Rules.
32.1. Apple. If you download the App from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS App) then, without derogating from the warranty disclaimers and limitation of liability as set forth in these Terms: (i) You acknowledge and agree that: (a) these Terms are concluded between dapulse and you only, and not with Apple, and dapulse and its licensors, and not Apple, are solely responsible for the App and the content thereof. (b) your use of the App is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into these Terms. (c) the Subscription granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS; (d) dapulse is solely responsible for providing any maintenance and support services with respect to the App, as specified in these Terms, or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (e) dapulse is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be dapulse's sole responsibility; (f) dapulse, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; (g) in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim; (h) Apple, and its subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof. (ii) You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. (iii) If you have any questions, complaints, or claims regarding the App, please contact dapulse at [email protected], +1 (201) 778-4567, Menachem Begin Road 52, Tel Aviv, Israel (iv) By agreeing to these Terms you, to the extent legally permitted, hereby waive any applicable law requiring that these Terms be localized to meet your language and other local requirements. To the extent that the foregoing is not permitted, you agree to be bound by the standard Apple Licensed Application End User License Agreement which is part of the Apple App Store Terms of Service, at www.apple.com/legal/itunes/us/terms.html#SERVICE (as amended from time to time).Last updated: September 5, 2017
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