Terms of Service

Welcome to the deemly™ peer to peer rating scorings service (“deemly”) at the address www.deemly.co (the “Site”) or at the applicable plug-in of deemly in different Market Places (as defined below) which are business partners of deemly. (the “Plug-in”)(the Site, deemly’s peer to peer rating scorings service and the Plug-in– the “Service”) brought to you (the “User”, “you”) by deemly Inc (“we”, “us”, “our”, or the “Company”).

deemly enables online merchants to enhance their hard-earned online marketplace reputation and credibility, by combining their scores, reviews, listings and other information from various e-commerce and marketplace sources into a single unified deemly score, which may be utilized across such marketplaces – as further explained below. In addition, e-Rated enables buyers (which are Users of the Website) who wish to know more about the merchants before making a purchase to view the deemly score and information.

YOU MAY USE THE SERVICE AND/OR THE SITE ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREUNDER.

1. Acceptance of the Terms

By entering to, connecting to, registering to, accessing, or using the Service, you acknowledge that you have read and understood the following terms and conditions, including the terms of the Privacy Policy available at the Site (the “Privacy Policy”, and collectively – the “Term1s”), you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Service, and you acknowledge that these Terms constitute a binding and enforceable legal contract between the Company and you.

THESE TERMS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL CONTRACT BETWEEN THE COMPANY AND YOU. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, REGISTER TO, ACCESS, OR USE THE SERVICE IN ANY MANNER WHATSOEVER.

The Service (or any part thereof) is not allowed for use by individuals who are under the age of eighteen (18) years old (see Section ‎5‎5 below).

IF YOU CONNECT TO, ACCESS OR USE THE SERVICE ON BEHALF OF AN ENTITY OR ANY THIRD PARTY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED UNDER ANY APPLICABLE LAW TO REPRESENT SUCH ENTITY OR THIRD PARTY IN CONNECTION WITH THESE TERMS AND TO COMMIT IT TO BE BOUND BY THESE TERMS.

YOU FURTHER REPRESENT AND WARRANT THAT YOU IN YOUR INDIVIDUAL CAPACITY COMPLY WITH ALL THE TERMS AND CONDITIONS SET FORTH UNDER THESE TERMS.

YOUR AGREEMENT TO THESE TERMS IS DEEMED AS THE BINDING AGREEMENT AND CONSENT OF BOTH YOU AND SUCH ENTITY OR THIRD PARTY.

2. The Service

deemly enables us, among other things, to enhance online merchant reputation and rating, and help sellers combine their different scores, reviews, feedbacks, listings, activities and other information available under their merchant accounts on various third party e-commerce websites and online marketplaces (“Merchant Data”, “Marketplace Account(s)” and “Marketplace(s)”, respectively) into a single, unified deemly score (the “Unified deemly Score”). In addition, e-Rated enables buyers (which are Users of the Website) who wish to know more about the merchants before making a purchase to view the deemly score and information.

In order to access and use the Service, you must register and open a User account (the “User Account”, as further explained below). Following registration, you may choose (a) to enter the Site in the seller mode and then after grant us access to any of your Marketplace accounts, and thereby allow the Service to retrieve your Merchant Data from such accounts, and use it to create your unified deemly score, or (b) to enter the Site in the buyer mode in order to view the deemly score of merchants.

PLEASE NOTE AND BE AWARE THAT (A) BY REGISTERING IN THE SITE AND OPENING A USER ACCOUNT YOU AUTOMATICALLY GRANT US AUTHORIZATION AND PERMITION TO RECEIVE AND SHARE YOUR PERSONAL INFORMATION WITH AN APPROVED THIRD PARTY; (B) THE UNIFIED deemly SCORE MAY BE USED BY THE COMPANY IN ANY WAY FOR PERFORMING THE COMPANY’S BUSINESS INCLUDING, BUT NOT LIMITED TO, THE UNIFIED deemly SCORE BEING SHARED AND DISPLAYED, TOGETHER WITH CERTAIN DETAILS YOU HAVE PROVIDED DURING REGISTRATION (SUCH AS YOUR NAME, COUNTRY OF RESIDENCE AND PROFILE IMAGE), THROUGH THE deemly PLUG-IN HOSTED BY THE MARKETPLACES.YOU MAY ELECT, TO OPT OUT OF ANY THIRD PARTY INCLUDED IN THE APPROVED THIRD PARTY, BY SENDING US AN EMAIL TO SUPPORT@deemly.CO.

To learn more about the Company’s policies and practices regarding the collection and sharing of your Merchant Data and User Account information with third parties (including the Marketplaces), please visit the Privacy Policy at www.deemly.co/privacy.

PLEASE NOTE:

THE SERVICE UTILIZES CERTAIN MERCHANT DATA AND OTHER MATERIALS AND INFORMATION PROVIDED BY ITS USERS (INCLUDING THROUGH THEIR MARKETPLACE ACCOUNTS) AND OTHER THIRD PARTIES (COLLECTIVELY, “THIRD PARTY CONTENT”).

THE COMPANY DOES NOT, EITHER EXPRESSLY OR IMPLICITLY, ENDORSE, RECOMMEND OR ASSUME ANY RESPONSIBILITY REGARDING ANY USERS, MARKETPLACES, THIRD PARTY CONTENT AND/OR ITS RESPECTIVE PROVIDERS, AND FOR ANY TORTS OR DAMAGES INCURRED TO YOU AND/OR ANY OTHER PARTY AS A RESULT OF, OR IN CONNECTION WITH, YOUR RELIANCE ON AND/OR USE OF THE SERVICE, ANY THIRD PARTY CONTENT AND/OR ANY THIRD PARTY SERVICE (INCLUDING THOSE PROVIDED BY ANY OF OUR USERS AND/OR ANY MARKETPLACE), AND DOES NOT GUARANTEE YOU THAT THE INFORMATION CONTAINED IN AND/OR DISPLAYED UNDER THE SERVICE AND/OR ANY THIRD PARTY CONTENT IS ACCURATE, CURRENT, COMPLETE, TRUTHFUL, RELIABLE OR ERROR-FREE, OR MAKE ANY REPRESENTATIONS ABOUT ANY PRODUCTS OR SERVICES PROVIDED BY ITS USERS, UNDER ANY MARKETPLACE, AND/OR WITH RESPECT TO ANY THIRD PARTY CONTENT AND/OR THIRD PARTY SERVICES OR MADE AVAILABLE THEREBY, OR THEIR QUALITY.

THE COMPANY SHALL NOT BE RESPONSIBLE NOR LIABLE FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM YOUR OR ANY OTHER USERS’ USE OF THE SERVICE, AND/OR FOR THE DELETION OR FAILURE TO STORE ANY DATA OR OTHER CONTENT, INCLUDING ANY MERCHANT DATA, MAINTAINED OR TRANSMITTED BY THE SERVICE.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE USING THE SERVICE, THE THIRD PARTY CONTENT AND/OR ANY RELATED THIRD PARTY SERVICES AT YOUR OWN RISK AND EXPENSE, AND YOU HEREBY ASSUME THE SOLE AND EXCLUSIVE RESPONSIBILITY WITH RESPECT TO ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY YOU WITH RESPECT THERETO.

While the Service is currently available entirely free of charge (subject to your compliance with these Terms), the Company may choose, at any time and at it sole discretion, to charge and require any consideration and/or fees and/or set and apply any different and/or additional conditions for the Service.

3. Registration and User Account

In order to access and use certain sections and features of the Service, you must become a “Registered User”, by registering a User Account.

Registration can be done either by (a) completing the registration on the Site by providing your E-mail and password, or (b) by using your existing third party social network account (namely, your Facebook or LinkedIn account) log-in credentials (the “Social Network Account”), and granting us access to certain information about you which is stored in the Social Network Account, or (c) completing your E-mail and password in the Plug-in. By registering to the Services you automatically grant us access to any of your Marketplace Accounts, and thereby allow the Service to retrieve your Merchant Data from such accounts, and use it to create your unified deemly score. We may elect, in our sole discretion, to use different identification methods and techniques in order to verify the authenticity of your registration (i.e., by means of sending text descriptions to be implemented by you in various market places).

To learn more about the type of information collected by us when you register a User Account and grant us access to your Social Network Account and/or Marketplace Accounts, please visit our Privacy Policy at www.deemly.co/privacy.

You are solely and fully responsible for maintaining the confidentiality of the log-in credentials of your Social Network Account and/or Marketplace Accounts and/or User Account, and for all activities that occur under your User Account. You may not assign or transfer your rights or delegate your duties under the User Account and/or these Terms without the prior written consent of the Company. You must notify us immediately of any unauthorized use of your User Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms or from any unauthorized use of your User Account or any other breach of security. You may be liable for the losses of the Company and/or others due to any such use.

If you wish to change your User Account log-in credentials or other information that you have uploaded and/or posted via your User Account, or to permanently delete your User Account from the Service, you may do so while logged-in to your User Account, through the designated section on the Site, or by contacting us at: support@deemly.co with such specific request.

Your User Account will terminate as soon as we are able to process your request, and from that date you will no longer be able to access your User Account or use the Service as a Registered User, and without derogating from any right or claim available to the Company, any and all permissions, rights and licenses granted to you hereunder shall be instantly terminated and revoked.

PLEASE NOTE THAT TERMINATING YOUR USER ACCOUNT MAY CAUSE THE LOSS AND/OR UNAVAILABILITY OF CONTENT, FEATURES, OR CAPACITY WITH REGARD TO YOUR USER ACCOUNT AND/OR ANY RELATED CONTENT (INCLUDING ANY THIRD PARTY CONTENT). WE DO NOT ACCEPT ANY LIABILITY FOR SUCH UNAVAILABILITY AND/OR LOSS.

4. Privacy Policy

We respect your privacy and are committed to protect the personal information you share with us in connection with the Service. Our policy and practices and the type of information collected are described in our Privacy Policy at www.deemly.co/privacy. If you intend to connect to, access or use the Service you must first read and agree to the Privacy Policy.

5. Minors

You may use the Service only if you are at least eighteen (18) years old. If you are under the age of eighteen (18) or under the legal age to form a binding contract in the jurisdiction in which you are located, you may only use the Service under the supervision of a parent or legal guardian who has agreed to stand behind any agreement you enter into while using the Service, including these Terms. We reserve the right to require you at any stage to provide proof of age, and, if applicable, approval of your use of the Service by your parent or legal guardian, so that we can verify that only eligible Users are using the Service. In the event that it comes to our knowledge that a person under the age of eighteen (18) is using the Service, we will prohibit and block such User from accessing the Service and will make all efforts to promptly delete any Personal Information (as such term is defined in our Privacy Policy (www.deemly.co/privacy)) with regard to such User.

6. User Representations and Undertakings

Your use of the Service (or any part thereof) is dependent on the fact that you hereby represent and warrant that:

6.1. the execution of the Terms does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject;

6.2. you will not infringe or violate any of the Terms;

6.3. you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Service in accordance with these Terms, and to fully perform your obligations hereunder;

6.4. you are the authorized representative of such corporate business in regards to use of the Service by and/or on behalf of such corporate business, and make the representations and warranties hereunder on both your and its behalf;

6.5. you possess the professional knowledge and judgment necessary to decide whether to use the Service or otherwise engage with other Users of Service;

6.6. you acknowledge that you are solely responsible for complying with applicable laws regarding use of the Service, or any other interaction and/or transaction you make in connection with the Service, including the determination of whether the use of the Service complies with the terms of the jurisdictions and laws applicable to you and all other parties of your engagement;

6.7. you will not rely on the Company and fully understand that we do not provide any endorsement, support, representation or guarantee regarding the accuracy, reliability, truthfulness, legality or completeness of any information or content that may be available to you in connection with the Service;

6.8. you will obtain appropriate professional advice (including legal, accounting, commercial and any other advice) to protect your interests before engaging in any matter in which you may benefit from such advice. You acknowledge that there is no professional relationship (including any attorney-client or advisor-advisee relationship) between you and the Company or any of the other User, unless you and such User specifically agree otherwise, and that you may not solely or fundamentally rely on information or any other content you find on or through the Service; and

6.9. you acknowledge that there are risks in using the Service and/or connecting and/or dealing with any Marketplace and/or other Users in connection with Service, and that the Company cannot and does not guarantee any specific outcomes from such use and/or interactions, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such interactions. Such risks may include, among others, misrepresentation of information about and/or by other Users, breach of warranty and/or contract, violation of rights and any consequent claims.

7. Use Restrictions

There are certain conducts which are strictly prohibited on and/or with respect to the Service. Please read the following restrictions carefully. Your failure to comply with the provisions set forth herein may result (at the Company’s sole discretion) in the termination of your access to the Service and may also expose you to civil and/or criminal liability. You may not, whether by yourself or anyone on your behalf:

(i)    copy, modify, replicate, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the Service and/or any information, data, software code and/or any other materials available on and/or with respect to the Service (collectively, the “Content”) in any way, or publicly display, perform, or distribute the Content, unless as expressly permitted hereunder;

(ii)    make any use of the Service and/or Content on any website or networked computer environment for any purpose, unless as expressly permitted hereunder;

(iii) create a browser or border environment around the Service and/or Content, link, including in-line linking, to elements on the Service and/or of the Content, and/or frame or mirror any part of the Service and/or Content, unless as expressly permitted hereunder;

(iv) interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Service without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;

(v) post, publish, or otherwise make available through the Service any content, text or information that is abusive, harassing, threatening, inciting hatred, encouraging or facilitating anti-social behavior, promoting the tobacco industry or the armaments industry, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive, or otherwise defame, abuse, harass, stalk, threaten and/or violate in any way the legal rights of others;

(vi)    use and/or display the Service and/or Content (or any part thereof) on and/or with respect to any third party website and/or service, which in itself and/or which contains any information or content that may be considered as abusive, harassing, threatening, inciting hatred, encouraging or facilitating anti-social behavior, promoting the tobacco industry or the armaments industry, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable, offensive and/or violating in any way the legal rights of others, and/or where any reference to the Company and/or the Service might be perceived as damaging to the Company’s reputation and goodwill or actually bring the Company into disrepute;

(vii) transmit, distribute, display or otherwise make available through or in connection with the Service any content, which may infringe third party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful content;

(viii) impersonate any person or entity or provide false information on and/or through the Service, whether directly or indirectly;

(ix) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company or any third party endorses you, your website, your business, or any statement you make, or present false or inaccurate information about and/or through the Service;

(x) transmit or otherwise make available in connection with the Service 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;

(xi) interfere with or disrupt the operation of the Service, or the servers or networks that host the Service or make the Service available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

(xii) sell, license, exploit, access and/or otherwise use the Service and/or the Content for any non-personal or commercial purposes, unless as expressly permitted hereunder;

(xiii) use the Service in and/or for any form of spam, unsolicited mail or similar conduct;

(xiv) create a database by systematically downloading and storing all or any of the Content, and/or forward any data gendeemly from the Service without the prior written consent of the Company;

(xv) bypass any measures which may be used to prevent or restrict access to the Service;

(xvi) transfer or assign your User Account’s log-in credentials, even temporarily, to a third party;

(xvii) use the Service and/or the Content for any illegal, immoral or unauthorized purpose; or

(xviii)  infringe or violate any of these Terms.

8. License and Intellectual Property Rights

deemly, the Site, the Unified deemly Score, the Content, the Company’s proprietary software and any and all intellectual property rights pertaining thereto, including inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Service and any part thereof), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company, and are subject to copyright and other applicable Intellectual Property rights under Israeli laws, foreign laws and international conventions.

The Company hereby grants you, and you accept, a personal, nonexclusive, non-commercial, non-transferable, non-assignable, non-sublicensable and fully revocable limited license to use deemly and the Site for your personal use in accordance with and subject to your compliance to these Terms. Without limitation, you may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to the Company’s proprietary rights, including the Company’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Terms. You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of the Company or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Site, deemly and/or Content, and you represent and warrant that you will abide by all applicable laws in this respect.

deemly may utilize or include third party software that is subject to open source and/or third party license terms (“Third Party Software” and “Third Party License” respectively). You acknowledge and agree that your right to use such Third Party Software as part of deemly is subject to and governed by the terms and conditions of the Third Party License applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between these Terms and the terms of such Third Party License, the terms of the Third Party License shall prevail with regard to your use of the relevant Third Party Software. We are not responsible for any damages, claims or other liability arising from or related to your use of such Third Party Software.

9. Trademarks and Trade names

The Company’s marks and logos and all other proprietary identifiers used by the Company in connection with the Service (“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 Service belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to the Company Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, except as permitted under these Terms.

10. Inappropriate Content and Copyright Agent

We care for your safety. If you believe any Third Party Content made available to you through the Service is inappropriate or consists, without limitation, of illegal, offensive, violent or sexually inappropriate content, please report such content immediately to us; provided your report will not incur any liability upon the Company.

The Company’s address for reporting any inappropriate content is as follows:

deemly Inc. located at 8 Warner Yard, London, EC1R 5EY.

E-mail: support@deemly.co

The Company respects the intellectual property rights of others. If you believe that your work has been copied or otherwise used in a way that constitutes copyright infringement, please provide the following information in writing to the Company’s Copyright Agent: (i) the contact details of the person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit the Company to locate the material (including URL address or screen capture of such infringing activity); (iv) a statement that you have a good faith belief that use of the material in the manner complained about is not authorized by the copyright owner, its agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. The Company’s Copyright Agent can be reached through the address specified above.

11.    Links to Third Party Services

Certain links and Third Party Content available through the Service permit you to enter non-Company World Wide Web sites or resources of third party services. Such Third Party Content and linked third party services are provided solely as a convenience to you, and are not under the control of the Company. The Company is not responsible for the availability of such Third Party Content and/or third party services, and does not endorse and is not responsible or liable for any Third Party Content or other information on or available from such linked services or any link contained in a linked service. The Company reserves the right to terminate any link at any time. The Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third Party Content, goods or services available on or through any such linked services. Most of such linked services provide legal documents, including terms of use and privacy policy, governing the use of such services. It is always advisable to read such documents carefully before using those third party services.

12. Availability

The availability and functionality of deemly and the Site depend on various factors, such as communication networks. The Company 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 error-free.

13. Changes to The Service

The Company reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Service (or any part thereof) without notice, at any time, for any reason and by any means, including for the purpose of replacing, improving, enhancing or de-bugging the version of deemly used by you. In addition, you hereby acknowledge that the Content provided under the Service may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that the Company shall not be liable to you or to any third party for any modification, suspension, error, malfunction or discontinuance of the Service (or any part thereof), and that your only recourse shall be to promptly stop using deemly and the Site in any manner whatsoever. Your continued use of the Service following any such changes will constitute acceptance of, and agreement to be bound by, these Terms with respect to the then-current scope of the Service.

The Company shall have no obligation to provide support, maintenance, updates, upgrades, modifications or new releases of the Service (or any part thereof or any Content included therein).

14. Disclaimer and Warranties

THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF the Service AND/OR CONTENT AVAILABLE ON the Service (INCLUDING THAT THE RESULTS OF USING deemly WILL MEET YOUR REQUIREMENTS).

THE CONTENT AVAILABLE ON the Service MAY INCLUDE INACCURACIES OR ERRORS. THE COMPANY DOES NOT GUARANTEE THE ACCURACY, AND DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS, OF deemly, THE SITE AND/OR THE CONTENT AND THE USE OF the Service, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE CONTENT DISPLAYED ON deemly INCLUDING TO THE OFFERS AND DEALS AVAILABLE VIA deemly AND ANY THIRD PARTY CONTENT AND/OR THIRD PARTY SERVICES (INCLUDING, WITHOUT LIMITATION, THE PRICING, THE APPEARANCE, THE PRODUCTS AND/OR SERVICES DESCRIPTION AND ATTRIBUTES ETC).

THE COMPANY DOES NOT ENDORSE OR RECOMMAND ANY OF THE THIRD PARTY CONTENT AND/OR THIRD PARTY SERVICES OFFERED AND/OR MADE AVAILABLE THROUGH deemly. THE COMPANY MAKES NO REPRESENTATIONS AND EXPRESSLY DISCLAIMS THAT THE INCLUSION OR OFFERING OF ANY SUCH THIRD PARTY CONTENT AND/OR THIRD PARTY SERVICES THROGH deemly CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH THIRD PARTY CONTENT AND/OR THIRD PARTY SERVICES.

deemly, THE SITE AND/OR THE CONTENT ARE ALL PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, RELIABILITY AND/OR QUALITY OF deemly, WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

THE COMPANY DOES NOT WARRANT THAT THE OPERATION OF the Service ARE OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS.

YOU AGREE AND ACKNOWLEDGE THAT YOUR USE OF deemly, THE SITE, THE CONTENT AND/OR ANY THIRD PARTY CONTENT AND/OR THIRD PARTY SERVICES, IS ENTIRELY AT YOUR OWN RISK, AND THE COMPANY SHALL HAVE NO LIABILITY RELATING TO SUCH USE.

15. Limitation of Liability

IN NO EVENT SHALL THE COMPANY, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND ITS AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR IN CONNECTION WITH YOUR USE OF deemly, THE SITE AND/OR THE CONTENT (INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING IN CONNECTION WITH OFFERS AND DEALS, THIRD PARTY CONTENT AND/OR THIRD PARTY SERVICES PURCHASED AT A THIRD PARTY SERVICE FOLLOWING THE USE OF deemly, ETC.), INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF deemly, THE CONTENT AND/OR THE SITE, OR THE USE OR INABILITY TO USE the Service, OR FAILURE OF deemly AND/OR SITE TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF THE COMPANY TO PERFORM UNDER THESE TERMS, AND/OR ANY OTHER ACT OR OMISSION OF THE COMPANY BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. Indemnification

You agree to defend, indemnify and hold the Company, including its officers, directors, shareholders, employees, sub-contractors and its agents, harmless 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 of deemly, the Content and/or the Site; (ii) your violation of any term of these Terms; (iii) any damage of any sort, whether direct, indirect, special or consequential, you and/or any third party may cause to any third party which relates to your use of the Service (including your violation of any third party rights); and (iv) any claims for damages arising out of any decision made or action taken or not taken in reliance on deemly, the Content and/or the Site.

17. Amendments to the Terms

The Company may change the Terms from time to time, at its sole discretion and without any notice. We will notify regarding substantial changes of these Terms on the homepage of the Site and/or we will notify you via deemly regarding such changes. Such substantial changes will take effect seven (7) days after such notice was first provided on any of the abovementioned methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Service after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

18. Termination of deemly and/or Site’s operation

At any time, the Company may block your access to the Service, and/or temporarily or permanently limit, suspend or terminate such access, for any reason, at its sole discretion, in addition to any other remedies that may be available to the Company under any applicable law.

Additionally, the Company may at any time, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that the Company does not assume any responsibility with respect to or in connection with the termination of the Service operation and loss of any data. The provisions of the License and Intellectual Property Rights, Disclaimer and Warranties, Limitation of Liability, Indemnification and General sections, will survive the termination or expiration of the Terms.

19. General

These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to deemly, the Site and/or the Content or use of deemly, Site and/or Content will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of deemly, Site and/or Content will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the District of Tel Aviv, Israel. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without the Company’s prior express written consent. 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. These Terms are the entire terms and conditions between you and the Company relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and the Company. The Company may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices via the Service. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally deemly and maintained in printed form.

20. For information, questions or notification of errors, please contact:

If you have any questions (or comments) concerning the Terms, you are most welcomed to send the Company an e-mail at: hello@deemly.co, and we will make an effort to reply within a reasonable timeframe.

Terms for businesses

Subscription terms and conditions

Summary

You, the Customer, are paying us Deemly for a software subscription effective on the date signed up. Following are the terms and conditions of this subscription.

1. Scope and use of the subscription
The subscription grants the Customer (being the legal entity that has taken out the subscription) the right to use Deemly’s services as described at www.deemly.co/business at any given time. The subscription may not be used by other people or organisations.

2. Acceptance of the subscription
If you agree to these Subscription Terms (“the Terms”) and wish to accept the subscription for the system, please confirm that you have read and accept the subscription terms by signing up at our portal for marketplaces.

3. Duration and termination of the subscription
The Customer agrees to the following timeline for the integration of Deemly’s services:

Joint communication efforts can include

4. Pricing

The subscription runs from date signed up. The subscription may be cancelled by email to hello@deemly.co one month before the expiry of the subscription. The agreement is non-cancellable for a period of subscription already initiated and the Customer will not be entitled to a refund for that subscription period.
Deemly shall (without prejudice to any other rights or remedies it may have) be allowed to cancel the subscription immediately without giving the Customer prior notice if the System or subscription is misused (including, but not limited to, use by other people or organizations).
In the event of the Customer filing for bankruptcy, the subscription will be cancelled and all services will be terminated immediately, unless otherwise specifically agreed in writing between the Parties.

5. Price and payment terms

The first invoicing period runs from two weeks after the date signed up. Payment must be made within eight days from the date of invoice. If the subscription is not paid by the due date, a first reminder will be sent to the Customer. If the subscription remains unpaid ten days after the date of the first reminder, a second reminder with a fee of EUR 10.00 will be sent to the Customer. If the subscription still remains unpaid ten days after the date of the second reminder, access to the System will be blocked and Deemly shall be entitled to charge the Customer interest on any outstanding fees at the rate of 4% per annum above the Danmarks Nationalbank base rate in force from the initial date payment became due until actual payment is made. Access to the System will be unblocked on receipt of payment. Deemly will not be responsible for any loss, damage, costs, expenses or other claims of the Customer or any third party resulting from the suspension of the System. The Customer agrees to the use of e-mail (using an e-mail address specified by the Customer) or another electronic method of transmission as the medium for entering into a subscription agreement, sending invoices and reminders.

Payments must be made to Sydbank, Denmark:
Bank Account: 8075 1571359
BIC/SWIFT: SYBKDK22
IBAN: DK2580750001571359

Transfer costs must be split between the Customer and Deemly

6. Operating stability

Deemly aims to provide the highest possible degree of operating stability, but is not responsible for any breakdown caused by factors beyond its control. Such breakdown includes but is not limited to power failures, errors occurring in modem equipment, ADSL connections, telecommunications connections or the like. In all events, Deemly aims to re-establish normal operations as quickly as possible.

7. Maintenance of the System

Deemly is entitled to make operational changes to the System for improvements or otherwise (for example by developing or updating software) without giving the Customer prior notice. In some circumstances it may be necessary to suspend access to the System, usually between 9pm and 6am CET. Notice of such a suspension will be given to the Customer in advance. Deemly will not be responsible for any consequences of such a suspension where notice has been given.

8. Rights

The System remains the full property of Deemly ApS. Individually customised software relating to the System also remains the property of Deemly unless otherwise stipulated. Deemly may at any time transfer its rights and obligations under this agreement to any economic affiliate, subsidiary or business unit, or any of their affiliated companies or divisions. Except as provided above, the rights and obligations under this agreement may not be transferred to any third party without the written consent of the other party.

9. Liability of Deemly

Deemly has taken reasonable measures to ensure that the System is virus-free but no warranty is given that the System is free from infection from viruses etc, and Deemly shall have no liability if this is not the case. To the extent permitted by law, Deemly disclaims all warranties with respect to the services, either express or implied, including but not limited to any implied warranties of suitability or fitness for any particular purpose. Deemly shall not be liable to the Customer for any loss or damage caused (including business interruption) arising directly or indirectly, except to the extent that such liability may not be lawfully excluded under the applicable law. Except for death or personal injury caused by negligence of Deemly, its employees, agents or authorised representatives, for which no limit applies, Deemly’s liability will be limited to the lesser of the value of payments made by the Customer for the period of 12 months before the occurrence of the incident giving rise to the liability or EUR 1,000 (one thousand Euros).

10. Data Protection and Confidentiality

The Customer confirms that it is authorised to instruct Deemly to provide the Services and protect the website(s) listed on the Registration Form and that all instructions given will be lawful. Deemly is bound by secrecy in respect of any information received about the Customer and will not disclose such information to any third party except where it is required to do so by any court or regulatory authority and then only to the extent necessary. Deemly has taken the necessary technical and organisational security measures to prevent system information from being accidentally or illegally destroyed, lost or wasted and to prevent such information from falling into the hands of any unauthorised party, being misused or otherwise treated in a way contrary to the Danish Act on Processing of Personal Data.

11. Marketing

Deemly shall be entitled to refer to the Customer and the services provided in its marketing, including a brief description of such services.

12. System changes and feature updates

Deemly informs its users about system changes, feature updates, and other technical news by e-mail. Therefore, all registered users on the Deemly portal accept that they are added to the technical newsletter mailing list.

13. Entire Agreement

These Terms together with the Registration Form contain the entire agreement between the parties and supersede all previous correspondence or communications whether written or oral. Deemly may amend these Terms as required from time to time provided that Deemly will give Customers no less than 20 days’ written notice of such amendments and all such amendments will apply to the next renewal of the subscription.

14. Disputes

These Terms shall be governed by and construed in accordance with the laws of Denmark and the Danish Courts shall have exclusive jurisdiction to determine any dispute concerning these Terms or the subject matter of these Terms. In case of arbitration the case should be conducted in English language.

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