a. The Platform may enable you to view, access, link to, and use content from Third Party Sources that are not owned or controlled by us (“Third Party Content”). The Platform may also enable you to communicate and interact with Third-Party Sources. “Third Party Source(s)” means third-party websites and services.
c. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights (as defined below) of, or relating to, any Third Party Content.
d. We do not endorse any advertising, promotions, campaigns, products, services or other materials that are included in any Third Party Content or that is communicated to you from a Third Party Source.
e. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk.
f. You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Benga, and release Benga from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.
12. User Content
Responsibility. The Platform may permit the accessing, transmitting, temporary hosting and sharing of content by you, including your respective Third Party Content (“User Content”). You shall be solely responsible for your User Content and the consequences of accessing, transmitting, temporary hosting and sharing such User Content via the Platform.
License. You hereby grant Benga a non-exclusive license to use, process, display, copy and store the User Content in order to provide the Services hereunder. You further grant Benga with full rights to use non-identifiable information regarding use of the Services and any aggregated and analytics information derived from the User Content, but which does not enable identification of you or any individuals, in any way whatsoever and for any purpose, including for commercial purposes and/or disclosure to third parties and/or to provide, improve and publicize Benga's programs and Services.
Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize Benga to use all Intellectual Property Rights in and to your User Content, and to enable inclusion and use thereof as contemplated by the Platform and these Terms. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Content.
13. Feedback. It is anticipated that you may provide suggestions, comments or other feedback to Benga regarding the Service and/or the Platform, including but not limited to, new features, functionality, techniques or business methods (“Feedback”). Feedback will not create any confidentiality obligation for Benga and shall be deemed the sole property of Benga. Without derogating from the above, Benga will be free to adopt such items for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby waive any right to the Feedback, including but limited to, any right for royalties or any other consideration. Furthermore, you hereby undertake not to disclose to Benga any confidential information or proprietary information of any third party.
14. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Platform is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
15. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Platform, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations of them; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Benga, its users or the public.
16. Privacy. You warrant and represent that you have and will (i) provide(d) all appropriate notices, (ii) obtain(ed) all required informed consents and/or (will) have any and all ongoing legal bases, and (iii) complied/comply at all times with any and all applicable privacy and data protection laws and regulations (including, without limitation, the EU General Data Protection Regulation (“GDPR”)), for allowing Benga to use and process personal data in accordance with these Terms. To the extent that you need a data processing agreement ("DPA"), you should request for our DPA and return it signed to firstname.lastname@example.org.
17. Compliance with laws. You agree that you shall comply at all times with all applicable laws and regulations when using the Services.
18. Warranty Disclaimers.
a. This section applies whether or not the services provided under the Platform are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
b. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. BENGA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. BENGA DOES NOT GUARANTEE THAT THE PLATFORM WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE PLATFORM MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT BENGA WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE PLATFORM BY A THIRD PARTY.
c. BENGA DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT.
d. YOU SPECIFICALLY ACKNOWLEDGE THAT BENGA SHALL NOT BE RESPONSIBLE FOR THE USER CONTENT.
e. YOUR RELIANCE ON, OR USE OF, ANY OF YOUR USER CONTENT, OR INTERACTION WITH THIRD PARTY SOURCES, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY THIRD PARTY SOURCES IN CONNECTION WITH THE PLATFORM OR ANY USER CONTENT, YOU AGREE THAT BENGA IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. BENGA RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
19. Limitation of Liability
a. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, BENGA SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF BENGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
b. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BENGA FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE DURING THE THREE (3) MONTHS PERIOD PRIOR TO BRINGING THE CLAIM.
20. Indemnity. You agree to defend, indemnify and hold harmless Benga and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform; (ii) your interaction with any Third Party Sources; or (iv) your violation of these Terms.
21. Term and Termination
a. Unless otherwise stated in the Order Form, these Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Service; or (ii) the date that we receive payment of any applicable Service subscription fee, and shall continue until expiration of the subscription period (the “Initial Term”). Thereafter, subject to your payment of any applicable Service subscription fees, and unless otherwise stated in the Order Form, these Terms shall automatically renew for successive subscription periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the terms herein. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term.
b. We may stop to provide the Service to you at any time, including without limitation in the event that you breach these Terms.
c. This Section 21 and Sections 10 (Intellectual Property Rights), 16 (Privacy), 18 (Warranty Disclaimers), 19 (Limitation of Liability), 20 (Indemnity), and 22 (Independent Contractors) to 24 (General) shall survive termination of these Terms.
22. Independent Contractors. You and Benga are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Benga. You must not under any circumstances make or undertake any warranties, representations, commitments or obligations on behalf of Benga.
23. Non-Solicitation. During the Term, and for a period of twelve (12) months thereafter, you shall not, directly or indirectly: (a) solicit (or assist or encourage the solicitation of) or hire any employee, advisor or consultant of Benga or any of its Affiliates to work or provide services for you or for any third party; and/or; (b) encourage any customer or supplier of Benga or its Affiliates to terminate or reduce the scope of such customer's or supplier's relationship with Benga or such Affiliate (as the case may be).
24. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Benga without restriction or notification to you.
25. General. Benga reserves the right to discontinue or modify any aspect of the Platform at any time. These Terms and the relationship between you and Benga shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Jaffa and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Benga may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Benga concerning the Platform. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Last updated: September 2021