Contguard Ltd. and its affiliates, successors and assignees (“Contguard”, “we”, “our”, “Company”) welcome you (the “User(s)”, or “you”) to our primary website athttps://www.contguard.com(the “Site”) and our mobile application (the “App“, as further detailed below). Our Site offers basic information regarding our Company and our services to Users, and allows Customers (as defined below) to use the service to monitor products and goods transported through maritime containers. Each of the Site’s Users may use the Site in accordance with the terms and conditions hereunder.
1. Acceptance of the Terms
PLEASE NOTE THAT THESE TERMS GOVERN YOUR USE OF THE SERVICES, UNLESS YOU HAVE EXECUTED A SEPARATE AGREEMENT WITH US WHICH EXPRESSLY SUPERSEDES THESE TERMS.
The Site, App and/or Services are available only to individuals who (a) are at least thirteen (18) years old; and (b) possess the legal capacity to enter into these Terms (on behalf of themselves and their organization) and to form a binding agreement under any applicable law. You hereby represent that you possess the legal authority to enter into these Terms on your and your organization’s behalf and to form a binding agreement under any applicable law, to use the Site, App and/or Services in accordance with these Terms, and to fully perform your obligations hereunder.
For the avoidance of doubt, any act or omission performed by you in connection with the Site, App and/or Services shall obligate your organization.
2. The Site, App and the Services
Contguard offers monitoring and tracking solutions to track and control goods and commodities which are transported in maritime, land and/or air shipping containers and/or cargos therein, during the course of travel from their point of departure to arrival at the destination point (the “Leg“). Users who have executed an Order Form and/or POC Form with the Company and/or the Representative (the “Customer“) shall be supplied with a customized monitoring unit (the “Device“), subject to Section 4 of these Terms, facilitating the collection and processing of real time data with respect to the Customer’s cargo during the Leg. Using the Device, Customers can get constant real-time updates on their container and/or cargo, including, by accessing Contguard’s multiplatform client interface providing 24/7 online monitoring and container and/or cargo management system, which Customers can access through the Site and/or App (the “Portal“). Additionally, Customers may opt to receiveadditionalsupport services informing them of certain events, such as port enforcement actions and customs checks, all pursuant to such terms and consideration specified in the Order Form and/or POC Form (the “ControlCenterServices“).
The Service may include the sending of push-notifications, messages, emails, alerts via various means of communication. Please note that Customers who elect to receive notifications via short message service (SMS), may be charged an additional fee of US$0.5 (fifty U.S. cents) per SMS sent to such Customer. You can deactivate the push-notifications at any time by changing the notification settings on your device.
(collectively, the “Services“)
The Site and/or App may provide you with comprehensive information regarding,inter-alia, Contguard’s Services, concept, news regarding the Company, container and/or cargo solutions and so forth, including any other content related thereto such as contact information, videos, text, files,logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the Site and/or App, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site and/or App (collectively, the “Content”).
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE SITE AND/OR APP ARE RESERVED TO CONTGUARD OR ITS LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE AND/OR APP AND THE CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN“AS IS”BASIS. CONTGUARD WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, APP AND/OR THE CONTENT AVAILABLE THEREIN.
THE CUSTOMER HEREBY ACKNOWLEDGES THAT THE SERVICES (INCLUDING WITH RESPECT TO MESSAGES AND ALERTS REGARDING THE LOCATION AND/OR THE REMOVAL OR THE CUSTOMERS GOODS FROM THE CONTAINER) MAY NOT BE AVAILABLE WHILE THE CONTAINERS ARE IN LOCATIONS IN WHICH THE GENERAL PACKET RADIO SERVICES (GPRS), WHICH ENABLE THE OPERATION OF THE DEVICE, ARE NOT AVAILABLE. THE DEVICE MAY ALSO EXEPRIENCE DIFFICULTY IN TRANSMISSION IN THE EVENT IT DOES NOT LOCATE SATELLITE PRESENCE, DURING THE TIMES CELLULAR TRANSMISSIONS ARE NOT AVAILABLE AND/OR IN THE EVENT THAT OTHER CONTAINERS COVERAND/OR BLOCK THE TRANSMISSION BY THE DEVICE. WITHOUT DEROGATING FROM THESE TERMS, SUCH NON-AVAILABILITY SHALL NOT BE CONSIDERED BREACH.
ALSO NOTE THAT ANY CUSTOMS-RELATED ISSUES, INLUDING CUSTOMS’ CLEARANCE MATTERS, SHALL BE AT THE SOLE RESPONSIBILITY OF THE CUSTOMER. CONTGUARD AND/OR ITS REPRESENTATIVES SHALL NOT BE HELD RESPONSIBLE TO ANY CUSTOMS-RELATED ISSUES.
YOUR USE OF THE SITE, APP AND/OR THE CONTENT AVAILABLE THEREIN IS ENTIRELY AT YOUR OWN RISK.
Note: Use of our Site and/or App is currently free of charge, however use of the Portal, Device, Services, Control Center Services and/or additional paid services which are specified in the applicable Order Form and/or POC Form may apply. Additionally, we reserve the right to charge fees for certain features or services available via our Site and/or App in the future. You hereby acknowledge and agree that you may be charged for Internet, maintenance of network connection and data usage charges made through use of the Site and/or App, according to the applicable rates charged by your respective third party Internet and data usage service provider as may be from time to time.
3. The Device
The Services shall be provided to the Customer using the Device. The Company shall loan the Customer one Device per container and/or cargo, for the duration of the Leg, subject to the payment of a deposit fee for each such Device in the total sum of US$399 (Three Hundred Ninety Nine U.S Dollars) (the “DepositAmount“). For this purpose, the Customer shall provide a credit and/or debit card charge authorization, payable in the event that the Customer shall not return the Device as was provided to him.
The Device shall be provided to the Customer in the place where the Customer’s cargo are loaded onto the container, as specified in the Order Form and/or POC Form. Upon the arrival of the container and/or cargo at the final destination dock, the Customer shall return the Device, in good working condition, to the Company and/or Representative, as specified in the Order Form and/or POC Form. In the event the Device if returned mutilated, broken and/or has otherwise been damaged, in accordance with the sole discretion of the Company, the Company shall be entitled to charge the Deposit Amount using,inter alia, the credit and/or debit authorization you provided to the Company.
In order to use the App you must download the App from the necessary mobile application marketplace.
During the registration process you will be asked to choose a password for your Account, which must be kept in confidence at all times.Your account is personal and you agree not to disclose your username and password to any third party, except for your employees and contractors who are explicitly authorized to access the Account.
You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Contguard. You must notify us immediately of any unauthorized use of your Account or any other breach of security and in such events you must change your password immediately via the settings in the Site and/or App. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account through the registration information he/she has obtained from you or through a violation by you of these Terms, or for any unauthorized use of your password or Account or any other breach of security.
Note that we may suspend your account if we have found that you are in breach of these Terms.
CANCELLING OR TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.
Customers shall pay Contguard such consideration specified under the Order Form, calculated for each container and/or Cargo utilized as part of the Services, calculated on a daily basis, as a product of the number of days included in the Leg of such container and/or cargo (the “Consideration“), all subject to the provisions of the Order Form.
The duration of the Leg shall be counted from the day the Device was provided to the Customer and ending on the actual day the Device was returned to the Company, as evidenced by a written receipt thereof. Notwithstanding the abovementioned, the Customer shall pay a minimum fee per each Leg for each container, pursuant to the fees specified in the Order Form.
The Consideration shall be paid within fifteen (15) days from the end of the month date of the invoice. All amounts payable under these Terms are exclusive of sales, use, value-added, withholding, and other taxes and duties. Customer will pay all taxes, VAT and duties assessed in connection with these Terms by any authority, except for taxes payable on Contguard’s net income. Contguard’s consideration will be based on Contguard’s records. All late payments shall bear compounded interest from the due date until payment, at the rate of 1.5%, calculated on a daily basis, or the maximum rate permitted under applicable law, whichever is less, and shall constitute sufficient cause for the Company to immediately suspend its performance hereunder or terminate this Agreement. CUSTOMER DISCLAIMS AND FORFEITS ANY CLAIMS REGARDING THE ACCURACY OF CONTGUARD’S COUNT, AND AGREES TO ACCEPT CONTGUARD’S COUNT AS FINAL.
Notwithstanding the abovementioned, Services provided for no consideration pursuant to a POC Form. .
4. Use Restrictions
There are certain conducts which are strictly prohibited when using the Site, App and/or Services. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at Contguard’s sole discretion) in the termination of your use of the Site, App, Services and/or Content and may also expose you to civil and/or criminal liability.
Unless otherwise explicitly permitted under these Terms or in writing by Contguard, you may not (and you may not permit anyone to): (a)use the Site, App, Services and/or the Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site, App, Services and/or Content for non-personal or commercial purposes, except as permitted in the Order Form; (c) remove or disassociate, from the Site, App, Device and/or Content, any restrictions and signs indicating proprietary rights of Contguard or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and/or App and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site and/or App or the servers or networks that host the Site and/or App, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Site and/or App; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site and/or App; (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content made accessible by Contguard on or through the Site and/or App, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Contguard’s proprietary rights, including Contguard’s Intellectual Property (as such term is defined below), in any way or by any means; (k) make any use of the Content on any other site or networked computer environment for any purpose without Contguard’s prior written consent; (l) create a browser or border environment around Contguard Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Site, App and/or Services and/or Content; (n) frame or mirror any part of the Site and/or App without Contguard’s prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content from the Site and/or App; (p) transmit or otherwise make available in connection with the Site and/or App any virus, worm, Trojan Horse, time bomb, web bug, spyware, 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; (q) use the Site and/or App for any purpose for which the Site and/or App are not intended; and/or (s) infringe and/or violate any of the Terms.
5. Contacting us via the Site and/or App
In order to contact us and use the Site and/or App, you will need to fill out and complete a contact form, available firstname.lastname@example.org(the “Contact Form“). The Contact Form requires,inter alia, the User’s full name, company affiliation, phone number and e-mail address. Alternatively, you may also contact us by sending an email email@example.com.
7. Intellectual Property Rights
The Site, App, Device, Services and/or the Content and the Company’s proprietary assets, and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
Subject to the terms hereof, Contguard hereby grants to you, and you accept, a personal, nonexclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license (i) to download and use the App on your authorized mobile phone, device or tablet that you own or control, solely for the limited purpose of using the App for your internal non-commercial use, and for no other purpose, strictly in accordance with the Terms, the applicable Usage Rules (defined below) and applicable law; and (ii) to use the Service and the Content provided in the Site and/or App in accordance with the terms contained in this Agreement.
The Terms do not convey to you an interest in or to the Company’s Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
To the extent you provide any feedbacks, comments or suggestions to Contguard (“Feedback”), Contguard shall have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any Contguard current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential.
Further, you warrant that your Feedback is not subject to any license terms that would purport to require Contguard to comply with any additional obligations with respect to any Contguard current or future products, technologies or services that incorporate any Feedback.
Contguardhas no obligation to provide upgrades or new releases of the App under these Terms.
8. Trademarks and Trade names
Contguard’s marks and logos and all other proprietary identifiers used by the Company in connection with the Site, App, Services and/or Content (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site, App, Services and/or Content belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
9. Linking to Contguard’s Site and Linking to third party websites
We welcome links to any page on our Site. You are free to establish a hypertext link to the Site so long as the link does not state or imply any connection or approval of your website, products and/or services by Contguard, and does not portray Contguard in a false or otherwise offensive manner. You may not link to our Site from a site that you do not own or have permission to use. In the event that you link to Contguard’s Site you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.
10. Usage Rules
Since you are downloading the App from a third party platform, service provider or supplier (“Platform Provider“) your use of the App may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App (“Usage Rules“). Certain Usage Rules are described below, but other Usage Rules may apply and it is your responsibility to determine what other Usages Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider’s Usage Rules and the Usage Rules applicable to your use of the App are incorporated herein by reference. In the event of a conflict between the Terms and the terms of any applicable Usage Rules, which relates solely to the Platform Provider’s representations, warranties, restrictions on use of the App, obligations, limitation of liability (to the extent applicable to the Platform Provider) and/or other provisions that impose any responsibility on the Platform Provider, the terms of the applicable Platform Provider’s Usage Rules shall prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.
11. Changes to The Site and/or App
Contguard reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently this Site and/or App (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Site and/or App may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Contguard shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Site and/or App or the Content included therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
The Services’ availability and functionality depends on various factors, such as communication networks. Contguard does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
16. Special conditions pertaining to third party assets
The Service may use or include software, files and components subject to open source licensing terms or licenses of a third party (”Third Party Components”). These Terms do not apply to any Third Party Components accompanying or included in the Service and the company disclaims any responsibility related to them. You acknowledge that the Company is not the author, owner or licensor of Third Party Components. Contguardremoves responsibility and liability of any kind, express or implied, for the quality, capacity, operation, performance or suitability of any Third Party Component. In no event will the Service (except Third Party Components contained therein) shall be deemed “open source” or ”publicly available”.
13. Disclaimers and No Warranties
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE, APP, SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND CONTGUARD, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “CONTGUARD’S REPRESENTATIVES“), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
THE SITE, APP AND/OR SERVICE DO NOT PROVIDE SECURITY MEASURES TO GUARNTEE THE SAFETY OF YOUR CONTAINER AND/OR CARGO, INCLUDING FROM INTERRUPTIONS IN THE SHIPPING PROCESS, DAMAGE TO THE CONTAINER AND/OR CARGO AND TO CONTENTS THEREIN, LOSS, THEFT AND/OR ANY MALFUNCTIONS. THE SERVICES ARE NOT INTENDED TO REPLACE INSURANCE COVERAGE FOR THE INTEGRITY AND SAFETY OF THE CONTAINES AND THE GOODS THEREIN. THE CUSTOMER HEREBY FURTHER CERTIFIES THAT IT HAS OBTAINED ADEQUEATE INSURANCE FOR ITS CONTAINER AND/OR CARGO, COVERING ITS PROFESSIONAL RISKS, COVERING IN PARTICULAR ITS LIABILITY TOWARDS COMPANY, AND IT SHALL MAINTAIN SUCH INSURANCE IN FULL FORCE AND EFFECT DURING THE TERM OF THE AGREEMENT. THE CUSTOMER ACKNOWLEDGES THAT IT SHALL HAVE NO CLAIM AND/OR RIGHT AGAINST THE COMPANY IN THE EVENT THE INTEGRITY AND SAFETY OF THE CONTAINES AND THE GOODS THEREIN IS COMPROMISED, BE IT BY DAMAGE, THEFT, LOSS OR OTHERWISE.
WE DO NOT WARRANT(I) THAT THE USE AND OPERATION OF THE SITE, APP, SERVICES AND/OR CONTENT IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE, APP AND/OR SERVICES, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SERVICES, SITE AND/OR APP AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE AND/OR APP (INCLUDING THAT THE RESULTS OF USING THE SERVICE, SITE AND/OR APP WILL MEET YOUR REQUIREMENTS). CONTGUARD AND CONTGUARD’S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE, APP AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE, APP AND/OR SERVICES AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND/OR INFORMATION DISPLAYED WITHIN THE SITE AND/OR APP.
WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN CONTGUARD.
WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
YOU AGREE THAT USE OF THE SITE, APP, SERVICES AND/OR THE CONTENT THEREINIS ENTIRELY AT YOUR OWN RISK.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
14. Limitation of Liability
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL CONTGUARD, INCLUDING CONTGUARD’S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE, APP AND/OR SERVICES, OF ANY COMMUNICATIONS AND INTERACTIONS OR MEETINGS WITH USERS OF THE SITE AND/OR APP OR OTHER PERSONS WITH WHOM YOU COMMUNICATE AS A RESULT OF YOUR USE OF THE SITE, APP, SERVICES AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THE SITE, APP, SERVICES AND/OR THE CONTENT AND/OR THE FAILURE OF THE SITE, APP AND/OR SERVICES TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM ANY CONTENT, OR FROM THE PERFORMANCE OR FAILURE OF CONTGUARD TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF CONTGUARD OR CONTGUARD’S REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER CONTGUARD OR CONTGUARD’S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, CONTGUARD’S AND CONTGUARD’S REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE, APP, SERVICES AND/OR THE CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO CONTGUARD FOR USE OF THE SITE, APP AND/OR SERVICES OR $US1.00, WHICHEVER IS GREATER. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM CONTGUARD’S REPRESENTATIVES.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless Contguard, including Contguard Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Site, App, Services, and/or Content; (ii) your violation of any of theseTerms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of the Site, App and/or Service; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site , App and/or Service. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
16. Amendments to the Terms
The Company may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or App and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site and/or App or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Site and/or App on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
17. Termination of these Terms and the Site’s and/or App’s operation
Contguard may at any time, at its sole discretion, cease the operation of the Site and/or App or any part thereof, temporarily or permanently, delete any information or Content from the Site and/or App or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, Content or features therein without giving any prior notice. You agree and acknowledge that Contguard does not assume any responsibility with respect to, or in connection with the termination of the Site’s and/or App’s operation and/or loss of any data. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive.
In the event of your failure to comply herewith Contguard may immediately temporarily or permanently limit, suspend or terminate your use of the Site and/or App. If you object to any term hereof, as may be amended from time to time, you may terminate these Terms at any time by exiting our Site and/or App and stopping your use thereof and/or sending an e-mail firstname.lastname@example.org this will be you sole remedy in such circumstances. In such circumstance and upon termination of these Terms in the event of your failure to comply herewith: (i) you must immediately cease all use of the Service, and (ii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Intellectual Property, Disclaimers, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
We note that we can suspend access to the Site and/or App if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is a threat to the security or integrity of our network or our servers; (b) suspension is needed to protect the rights, property or safety of Contguard, its users or the public; (c) you have violated these Terms; and/or (d) we are required to by law.
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Site and/or App or the use thereof will be governed by and interpreted in accordance with the laws of the state of Israel without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site, App and/or Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of Tel Aviv, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Contguard may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE, APP AND/OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by Contguard, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
19. For information, questions or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail email@example.com.