Last modified: March 20 2022

 

Introduction

 

Welcome to the g-nie Human Capital Management Services, provided by Xtras Staffing Solutions Ltd. and/or any of its affiliated companies (collectively, "g-nie").

 

Please review the following terms and conditions concerning your use of the Services (the "Terms").

 

By ticking 'I Accept' prior to logging into the Services, you agree to follow and be bound by all of the terms and conditions of these Terms (and all modifications thereto) (the "Terms"). Upon such acceptance, these Terms are a legally binding agreement between g-nie and you

 

If you do not agree with these Terms, you may not use the Services. The Services may contain other proprietary notices and copyright information, the terms of which must be observed and followed. These Terms are void where prohibited by law, and the right to use the Services is revoked in such jurisdictions.

 

The terms "you," "your," and "yours" refer to you, the visitor to or user of the Services. The terms "g-nie," "we," "us," and "our" refer to g-nie.

 

In these Terms, you will find information about:

 

• Definitions and Interpretation [insert link]

• Using the Services [insert link]

• Subscription Order [insert link]

• Customer Data [insert link]

• Privacy and Data Protection [insert link]

• Limitation of liability, Indemnity and warranty disclaimers [insert link]

• Confidentiality and Ownership Rights [insert link]

• These Terms [insert link]

• Notices [insert link]

• Governing Law and Jurisdiction [insert link]

 

 

1.       Definitions AND Interpretation

 

For the purposes hereof:

 

The term "Customer Data" means information gathered by the Platform or as a consequence of using the Platform, such information being specifically associated to you by name or direct inference. Customer Data expressly excludes any data that does not connect or associate you to or with such data.

 

The term "Deliverable" means any audio and visual information, documents, data, analysis and reports being the output of Services provided by g-nie to you under these Terms, excluding any Intellectual Property of g-nie embedded therein.

 

​

The term "Intellectual Property" means all intellectual, moral, industrial and/or proprietary property and rights now or hereafter recognized under any applicable law or in equity anywhere in the world, whether issued or pending, registered or unregistered, including, but not limited to (i) all forms of patents and utility models; (ii) inventions, discoveries (whether patentable or not); (iii) rights associated with works of authorship, including but not limited to copyrights and maskworks; (iv) trademarks and service marks, trade names, domain name registration, and all goodwill associated therewith; (v) industrial designs (whether or not capable of registration) and design rights; (vi) database rights; (vii) trade secrets and know-how; (viii) all rights to confidential or proprietary information; and with respect to the intellectual property included in paragraphs (i) through and including (viii) above - any rights analogous to those mentioned herein; all derivative works thereof; and any current or future applications, substitutions, revisions, additions, renewals, extensions, restorations, provisionals, continuations, continuations-in-part, divisions, reexaminations and reissues thereof or thereto; the right to apply to any of the above; all rights and privileges, statutory and non-statutory with respect to any of the above, including, but not limited to, the right, if any, to sue or bring other actions for past, present and future infringement thereof; and all of the tangible embodiments thereof; and the term "Intellectual Property Rights" means all rights, title and interest in and to any Intellectual Property.

 

The term "Platform" means any software (in object code form only) owned or licensed by g-nie and used thereby in the provision of the Services and any related documentation (except for source code), including any modifications made thereto and any updates and upgrades provided with respect thereto, and all copies of the foregoing. Platform does not include any Customer Data.

 

The term "Services" refer to your use of the Platform for any service offerings (including, but not limited to, any materials that may be accessed by the use hereof or thereof), provided by g-nie by allowing users to use the Platform on a software as a service (SaaS) basis. Unless the context otherwise requires or expressly stated otherwise, reference to the term "Services" refers also to and includes the Platform.

 

The term "Subscription Order" means a purchase order specifying, among other things, the Services contracted for, the applicable fees, the agreed subscription period, and other terms as agreed to between us.

 

Other capitalized expressions used in these Terms will have the meaning assigned to them elsewhere in these Terms.

 

The headings of the Sections in these Terms are for reference only and shall not be considered in the interpretation hereof.

 

In these Terms, unless the context otherwise requires or expressly stated otherwise: singular terms include the plural and vice versa; the use of any gender shall be applicable to both genders; the words "include" and "including" will not be construed as terms of limitation; the words "day", "month" and "year" mean respectively, calendar day, calendar month and calendar year. References to any legislation or regulations include references to any amendments or re-enactments thereof from time to time.

 

Any translation of these Terms is provided solely for your convenience and is not intended to modify these Terms. In the event of a conflict between the English version of these Terms and a version in a language other than English, the English version shall apply.

​

 

2.       USING THE SERVICES

 

2.1     Grant of license to use the Services

 

Subject to your compliance with these Terms, and your payment of any applicable fees, g-nie hereby grants you a limited, personal, revocable, non-exclusive, non-transferable, non- sublicensable license to access and make use of the Services solely within the State of Israel, and solely for your internal business purposes. We grant you no other rights, whether implied or otherwise.

 

All rights not expressly granted to you in these Terms are reserved and retained by g-nie.

 

The license granted to you by g-nie hereunder terminates if you do not comply with these Terms.

 

2.2     Restrictions on the use of the Services

 

You may not:

 

• Use the Services in violation of these Terms and/or of any applicable laws, statutes, ordinances, rules and regulations;

 

• Facilitate or encourage any violations of these Terms;

 

• Remove or alter any copyright notices, trademark notices or other proprietary and/or legal notices or identifying marks, symbols or legends included on the Services;

 

• Access or use the Services without authority, interfere with, damage or disrupt, any part of the Services;

 

• Use the Services to transmit any material that is unrelated to the subject matter of the Services;

 

• Use the Services to generate and/or distribute any content which is inaccurate, harmful, threatening, tortuous, abusive, causes harassment, defamatory, pornographic, vulgar, obscene, libelous, hateful, is otherwise unlawful, misleading, malicious, or discriminatory or which harms minors in any way, or which may expose us to legal action or reputational damage;

 

• Use the Services to generate and/or distribute any content which infringes or violates any patent, trademark, trade secret, copyright or other proprietary rights of any third party or violates any laws, contributes to or encourages infringing or otherwise unlawful conduct;

 

• Use the Services for transmitting third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have a formal license or permission from the rightful owner of the material or if you are otherwise legally entitled to post and/or send the material in question;

 

• Use the Services to transmit any content which you do not have a right to make available under any law or under contractual or fiduciary relationships, and/or which it would be unlawful for us to use or possess in connection with the operation of the Services;

 

• Use the Services for any unlawful purposes or for threatening, harassing, or for the promotion of illegal activities (including, without limitation, provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by applicable law as a terrorist organization), or otherwise violate the rights of others;

 

• Use the Services for interfering with, or disrupting (or attempting to do so), the access of any person, host or network, including, without limitation, by uploading and/or sending software viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware, and/or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, or which is otherwise malicious or technologically harmful; overloading, flooding, spamming, mail-bombing the Services; or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services;

 

• Do anything that could disable, overburden, or impair the proper working of the Services, including, but not limited to, attacking the Services via a denial-of-service attack, or in any other way or manner;

 

• Except as and only to the extent any of the following restrictions are specifically prohibited by applicable law or to the extent as may be specifically permitted by the licensing terms governing use of any open source components included with the Platform: (i) modify, adapt, translate, decompile, disassemble or reverse engineer the Platform, or in any other manner decode the Platform or create derivative works based on the Platform, or (ii) make copies of the Platform or any part thereof;

 

• Provide or allow access to the Services to any third party, loan, rent, lease, sub-license, resell, distribute or otherwise transfer the access to the Services to any third party, use the Services for a commercial timesharing, service bureau, or outsourcing arrangement, or to otherwise utilize the Services in any manner not expressly allowed under these Terms. You shall promptly notify us and in writing, if you become aware of any unauthorized third party access to, or use of, the Services;

 

• Create any unauthorized Internet 'links' to the Services and/or to the Platform, or 'frame' or 'mirror' any content of the Services and/or the Platform on any other server or wireless or Internet-based device; or

 

• Copy any ideas, features, functions or graphics of the Services and/or the Platform.

 

You are solely responsible and liable for, and g-nie has no responsibility to you or to any third party for, any breach of your obligations under these Terms and for the consequences (including any loss or damage which g-nie may suffer) of any such breach.

 

Any use, or attempted use, of the Services contrary to these Terms is a violation of our rights. If you breach these Terms, you may be subject to prosecution and damages.

 

2.3     Additional Provisions

 

         The Services shall be provided by us solely in connection with the Platform and the authorized use thereof.

 

         The form and/or features of the Services may change from time to time without prior notice. In addition, we may discontinue (permanently or temporarily) the provision of any of the Services (or any part or parts thereof), at our sole discretion at any time, and without liability to us or notice.

 

         You hereby represent and warrant that while using the Services, you are the ultimate end user of the Services.

 

         Using Services requires a Customer ID that has been allocated to you by g-nie. Your Customer ID is valuable, and you are responsible and liable for maintaining its confidentiality and security. g-nie is not responsible for any losses arising from the unauthorized use of your Customer ID. Please contact g-nie if you suspect that your Customer ID has been compromised.

 

In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. These communications are not made for marketing purposes and you cannot opt-out of them

 

2.4     Termination of your access and use of the Services

 

We reserve the right at all times to suspend and/or terminate your access and use of the Services, with or without notice and at our sole discretion. We shall not incur any liability by reason of such suspension and/or termination (to the maximum extent allowed in the applicable jurisdiction).

 

Suspension or termination of your access and use as above for any reason, shall be without prejudice to any of our rights.

 

Provisions which by their nature would continue beyond termination (including, without limitation, the provisions of Sections 1, 2, and 4 through and including 10), shall survive such termination for any reason and shall continue to apply.

 

Upon denial of access in the event of suspension and/or termination of your access and use as above for any reason, you shall cease all use of the Services.

 

2.5     Feedback submission

 

You agree that any ideas, remarks, comments, proposals, suggestions, recommendations, feedback, any other input and/or information that you may provide to us (collectively, "Submission"), is entirely voluntary, and that we shall be free to use any such Submissions if and as we shall see fit, without any obligation or compensation to you or any other person sending the Submission.

 

We shall have exclusive ownership of all present and future existing rights to any of Submissions of every kind and nature everywhere, and you hereby irrevocably assign to us all rights therein.

 

We shall not be required to treat any Submission as confidential.

 

You acknowledge that you are responsible for whatever material you submit, and will have full responsibility for the Submission, including its legality, reliability, appropriateness, originality, and copyright. You hereby irrevocably waive and release g-nie and its shareholders, directors, officers, employees, agents, partners and/or licensors, from any claims and causes of action with respect to any Submission and the use or non-use thereof by g-nie and its shareholders, directors, officers, employees, agents, partners and/or licensors.

 

2.6     Compliance with laws

 

In using the Services, you shall abide by all applicable laws and regulations relevant to and/or in connection with such use and to the Customer Data, including (but not limited to) those related to export and re-export control laws and regulations and to data privacy, international communications and the transmission of technical or personal data.

 

3.       SUBSCRIPTION ORDER

 

You can acquire the Services in consideration of the applicable fees, by entering into a Subscription Order with g-nie.

 

You shall pay the applicable fees in accordance with the terms of payment set forth in the Subscription Order. g-nie will charge your payment method for any such paid transactions, including any applicable taxes and any applicable fees, all in accordance with and subject to the Subscription Order.

 

Each Subscription Order will be binding on the parties only when signed by both parties. Each party shall ensure that the Subscription Order is signed only by its duly authorized representatives.

 

Each Subscription Order shall be deemed to incorporate these Terms, and together with these Terms shall constitute the entire agreement between the parties relating to the subject matter thereof. Any preprinted or other terms and conditions used by you shall be deemed as void with respect to the Subscription Order and these Terms, even if acknowledged in writing by us, and shall not in any way supersede or change the terms and conditions of the Subscription Order or of these Terms.

 

If these Terms are inconsistent with any of the provisions of the Subscription Order, then the provisions of the Subscription Order will control.

 

4.       CUSTOMER DATA

 

Records relating to the Customer Data (as well as individual employee records and any other information that you maintain for employee management purposes), will be owned solely and exclusively by you and/or by your employees, as the case may be.

 

You hereby grant g-nie a perpetual, irrevocable, worldwide, non-exclusive, fully paid up, royalty-free, sub-licensable, transferable right where permissible by applicable law to (i) copy, translate, modify, store, display and use the Customer Data, so that g-nie may provide you with the Services, and (ii) to use Customer Data for internal data analytics, business purposes, and improvement and provision of g-nie products, services, and as further set out in these Terms.

 

The license granted by you to g-nie under this Section 4 will survive termination of these Terms.

 

You agree that:

 

• You will only upload and/or transmit Customer Data through the Services if you have the lawful right to do so and where you have the right to grant g-nie the license under this Section 4;

 

• You have obtained all necessary consents, licenses, authorizations, waivers and permissions in relation to the use of Customer Data by you and/or g-nie in accordance with these Terms.

 

You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use of all Customer Data. g-nie will make no effort to validate any of the Customer Data for correctness or usability. g-nie shall not be responsible or liable for the deletion, correction, destruction, damage, loss and/or failure to store any Customer Data. You agree that g-nie has no obligation to retain any Customer Data provided to g-nie, except as necessary for the provision of the Services.

 

You will indemnify g-nie and hold g-nie harmless against all claims, legal proceedings, losses, costs (including reasonable attorney fees), penalties and fines that g-nie suffers or incurs as a result of any claim by any third party that g-nie 's use of Customer Data in accordance with these Terms infringes the Intellectual Property, data privacy or image rights of any third party.

 

5.       PRIVACY AND DATA PROTECTION

 

Your privacy is very important to us. Please refer to our Privacy Statement [insert link] which is incorporated herein by reference. The Privacy Statement explains how we collect, protect, use and share your Personal Information (i.e., information about an identified or identifiable natural person).

 

These Terms do not derogate from, and you will comply with, any Data Processing Agreement between you and g-nie while using the Services.

 

6.       Limitation of liability, Indemnity and warranty DIsclaimers

 

6.1     Limitation of liability

 

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL g-nie, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AGENTS, PARTNERS AND/OR LICENSORS, BE LIABLE FOR (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, AND/OR (B) ANY DAMAGES RESULTING FROM LOSS OF PROFITS, sales, business OR REVENUE; LOSS OF DATA; BUSINESS INTERRUPTION OR LOSS OF USE; loss of anticipated savings; loss of business opportunity, GOODWILL or reputation; OR ANY OTHER LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND; RESULTING IN ANY WAY FROM YOUR ACCESS AND/OR USE OF, INABILITY TO ACCESS OR TO USE, AND/OR RELIANCE ON, THE SERVICES AND/OR ANY ERRORS, OMISSIONS, AND/OR ANY OTHER MATTER RELATING TO THE SERVICES; REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF g-nie HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN FAILS ITS ESSENTIAL PURPOSE.

 

IN NO EVENT SHALL THE TOTAL LIABILITY OF g-nie OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AGENTS, PARTNERS AND/OR LICENSORS, TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00).

 

We shall not be liable for any loss or damage which occurs as a result of any virus, including, without limitation, any denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other materials, or otherwise for any loss or damage caused to your information technology, computer programs, platform, data or other proprietary material arising in connection with your use of the Services.

 

You are responsible for configuring your information technology, computer programs and platform in order to access, view and use the Services and for protecting these with your own anti-virus software, firewalls and any other technical measures. We give no warranties as to the compatibility of the Services with your information technology, computer programs and platform.

 

THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. g-nie IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM OR RELATED TO SUCH PROBLEMS.

 

Any cause of action by you with respect to the Services must be instituted within one (1) year after the cause of action arose.

 

Some jurisdictions do not allow the exclusion or limitation of liability for personal injury, or of incidental or consequential damages, so the limitations above only apply to you to the maximum extent allowed in the applicable jurisdiction.

 

 

 

6.2     Indemnity

 

You will indemnify and hold g-nie and its shareholders, directors, officers, employees, agents, partners and/or licensors (collectively, the "Indemnitees"), harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs), related to any demand and/or claim brought against any of the Indemnitees by any third party, due to or arising out of your access, and/or use of the Services, your violation of these Terms and/or of any law of regulation, and/or your violation of any rights of ant third party.

 

6.3     Disclaimer of warranties

 

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

 

THE SERVICES ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS.

 

g-nie EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

 

IN ADDITION, g-nie EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY WITH RESPECT TO LIABILITY FOR COMPLIANCE WITH LAWS, REGULATIONS, OR OTHER OFFICIAL GOVERNMENT RELEASES APPLICABLE TO YOU, WHICH SHALL BE AT YOUR SOLE RESPONSIBILITY.

 

WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, AVAILABILITY, TIMELINESS, SECURITY, RELIABILITY OR USEFULNESS OF THE SERVICES, AND YOU RELY ON THE SERVICES AT YOUR OWN RISK.

 

We do not represent or warrant against interference with your enjoyment of the SERVICES, that your access or use of the SERVICES will meet your requirements or will be error-free, uninterrupted, free of viruses, corruption, attack, interference, hacking, other security intrusion or other harmful components or that defects will be corrected.

 

ANY MATERIAL OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE USE, DOWNLOADING OR ACCESSING OF ANY MATERIAL THROUGH THE SERVICES and YOU hereby waive any and all claims and causes of action AGAINST g-nie with respect to any such damage and/or loss you might incur thereby.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM g-nie OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

 

We make no guaranty of confidentiality or privacy of any communication or information transmitted through the use of the SERVICES.

 

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES. THE ABOVE DISCLAIMER ONLY APPLIES TO THE MAXIMUM EXTENT PERMITTED IN YOUR JURISDICTION AND DOES NOT PRECLUDE YOU FROM STATUTORY RIGHTS WHICH CANNOT BE WAIVED BY MEANS OF THESE TERMS.

 

 

 

7.       Confidentiality and Ownership Rights

 

7.1     Confidentiality

 

         Confidential Information Defined. Confidential Information includes, without limitation, all tangible and intangible information or material disclosed by g-nie, or otherwise made available or accessible to you, whether intentionally or inadvertently, regardless of the manner or medium of disclosure or access (e.g. visual, oral, writing, electronic form), that is described as proprietary or confidential or considered as proprietary or confidential by the g-nie and shall include, but is not limited to, the following types of information and other information of a similar nature: trade secrets, list of customers, customer data and/or information, employee data, personal data features and functions of the Services and/or of g-nie 's products, documentation and any other non-public, sensitive information you should reasonably consider as proprietary or otherwise confidential (collectively "Confidential Information"). Without derogating from the generality of the above, it is agreed that the Platform is deemed to be Confidential Information of g-nie.

 

         Notwithstanding the above, Confidential Information does not include information that, as evidenced by dated written records:

 

(a)     is in your possession at the time of disclosure;

 

(b)     is independently developed by you without use of or reference to Confidential Information and/or g-nie 's Intellectual Property; or

 

(c)     becomes known publicly, before or after disclosure, other than as a result of your improper action or inaction.

 

         You are on notice that the Confidential Information may include g-nie’s valuable trade secrets.

 

         Nondisclosure. By virtue of these Terms, g-nie may disclose to you confidential information. You shall not:

 

(a)     use Confidential Information for any purpose other than to use the Services (the "Purpose");

 

(b)     disclose Confidential Information to any of your employees or contractors, unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with you with terms no less restrictive than those of this Section 7.1; and/or

 

(c)     disclose Confidential Information to any other third party without g-nie’s prior written consent.

 

         Without limiting the generality of the foregoing, you shall protect Confidential Information with the same degree of care it uses to protect your own confidential information of similar nature and importance, but with no less than reasonable care.

 

         you shall promptly notify g-nie of any misuse or misappropriation of Confidential Information that comes to your attention.

 

         Notwithstanding the foregoing, you may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. You shall give g-nie prompt notice of any such legal or governmental demand and reasonably cooperate with g-nie in any effort to seek a protective order or otherwise to contest such required disclosure, at g-nie’s expense.

 

 

 

         Injunction. You hereby agree that breach of this Section 7.1 would cause g-nie irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, g-nie will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

 

         Termination and Return. Upon earlier of the termination of these Terms or upon g-nie’s request, you shall return all copies of Confidential Information to g-nie or certify, in writing, the destruction thereof, unless copies are required to be maintained to comply with applicable law.

 

         Retention of Rights. These Terms do not transfer ownership of Confidential Information or grant a license thereto. g-nie retains all right, title, and interest in and to all Confidential Information.

 

7.2     Ownership

 

         All right, title, and interest in and to the Services and the Platform, including (but not limited to) all Intellectual Property Rights therein and/or associated therewith, are and shall remain the sole and exclusive property of g-nie. You are granted no title or ownership rights in or to the Services or the Platform, and nothing contained on these Terms will be construed as conferring by implication, estoppel, or otherwise right and/or license, or ownership, other than as explicitly set forth in these Terms.

 

         Without derogating from the above, g-nie reserves all proprietary rights in and to (i) all designs, engineering details and other data pertaining to the Services and/or the Platform, (ii) all original works, computer programs, discoveries, inventions, patents, know-how, and techniques arising out of, and/or products developed as a result of, the Services.

 

         The Services and the Platform contain trade secrets of g-nie, including, without limitation, the source code version and the specific design of the Platform.

 

         You may use the Services and the Platform only in accordance with and subject to these Terms.

 

         All rights not expressly granted to you in these Terms are retained by g-nie.          

 

         Upon payment by you of all applicable fees, all right, title, and interest in and to the Deliverables, shall be your sole and exclusive property.

 

         You shall: (i) ensure that any users who were provided with a username and password by you or on your behalf to access the Platform and use the Services, shall use the Services and/or the Platform strictly in accordance with these Terms; (ii) maintain and procure that the users accessing the Services and/or the Platform shall comply with appropriate security measures and access procedures, in order to ensure that the access to the Services and/or the Platform are accessed only by the authorized users and that g-nie ' Intellectual Property Rights and other rights under his Agreement are not compromised in any way; (iii) notify g-nie immediately of any unauthorized use of any password or any other known or suspected breach of security.

 

         The name and logo of g-nie are trademarks of g-nie, and no right or license is granted to use them. You shall not adopt, use or register any trade names or symbols that are identical, or confusingly similar, to any trademarks or trade names used by g-nie.

 

         You shall promptly notify g-nie in writing of any infringement or other violation of g-nie 's Intellectual Property Rights to which you become aware.

 

 

 

         g-nie shall have the sole and exclusive right to protect and defend g-nie 's Intellectual Property Rights, at its sole cost and expense. You shall reasonably cooperate with g-nie, at g-nie 's expense, in the defense and protection of such Intellectual Property Rights.

 

8.       THESE TERMS

 

         Modification of these Terms. We may amend these Terms at any time by posting the amended terms on the Services and you are responsible for regularly reviewing these Terms. All amendments shall automatically be effective immediately after they are initially posted on the Services. Your use of the Services following the effective date of any modifications shall constitute your binding acceptance of those modifications.

 

Entire Agreement. These Terms, together with the applicable Subscription Order, contain the complete agreement between the parties and supersedes any prior understandings, agreements or representations by or among the parties, which relate to the subject matter of these Terms.

 

Severability. In the event that any provision of these Terms is held to be invalid or unenforceable, that provision shall be construed, limited, modified or deleted, to the extent necessary to eliminate any invalidity or unenforceability, and the remaining provisions of these Terms remain in full force and effect.

 

Waiver. No waiver on the part of g-nie of any right under these Terms shall be effective unless in writing and signed by our duly authorized representative. No waiver on the part of g-nie of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under these Terms.

 

No Partnership. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of these Terms or use of the Service.

 

Authorization. You hereby represent and warrant that (a) you have all requisite corporate power and authority to execute, deliver, and perform its obligations under these Terms, (b) your signing of, and agreement, to these Terms have been duly authorized by all requisite corporate actions, (c) the persons signing these Terms on your behalf have full authority to do so and you are legally bound by their signature for all intents and purposes, (d) these Terms are a valid and legally binding obligation on you, enforceable against yourself in accordance with its terms; and (e) nothing contained in these Terms nor the performance thereof shall place you in breach or default of any obligation or other agreement, law or regulation by which you are bound or to which you are subject, or requires the consent of any third party.

 

Reference Customer. You agree that we may use your name and logo and may disclose that you are our customer for our Services in our advertising, press, promotion and similar public disclosures.

 

Assignment. These Terms may not be assigned by you without the prior written approval of g-nie and any purported assignment without such prior written consent shall be void.

 

Force Majeure. g-nie shall not be liable for any delay, loss and/or damage resulting from causes beyond its reasonable control.

 

No Third Party Beneficiaries. These Terms do not create any obligation of a party to any third parties, nor shall it be deemed to create any rights or causes of action on behalf of any third parties.

 

9.       NOTICES

 

Any questions or other communication to g-nie concerning these Terms and/or the Services, should be directed to: support@xtras.co.il.

 

Communications made to us by email will not constitute legal notice to g-nie and its shareholders, directors, officers, employees, agents, partners and/or licensors.

 

We may send you notices with respect to these Terms and/or the Services by email, regular mail, or postings on the Website, or by any other means reasonably designed to give you such notice.

 

All correspondence, notices and technical documentation exchanged between the parties under and/or in accordance with these Terms and/or the Services, shall be provided in the English language only.

 

10.     GOVERNING LAW AND JURISDICTION

 

The validity, performance, construction and effect of these Terms shall be governed by the laws of the State of Israel only, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

 

Any dispute arising out or relating to these Terms (including, but not limited to, the validity, enforceability, interpretation, performance, breach or termination thereof), shall be referred to the competent courts in Tel Aviv, Israel, which shall have exclusive jurisdiction with respect to any such disputes. Both parties hereby submit to the exclusive jurisdiction of the aforementioned courts.

 

*           *           *