Terms of Use

Last updated: 07March, 2024

Welcome to https://cetu.io/[Meitar1] (together with its subdomains, Content, Marks and services, each as defined below,the “Site”). Please read the following Terms of Use (the “Agreement”or “Terms”) carefully before using this Site so that you are aware ofyour legal rights and obligations with respect to CeTu Systems Ltd. (“CeTu”, “we”, “our” or “us”).By accessing or using the Site, you expresslyacknowledge and agree that you are entering a legal agreement with us and haveunderstood and agree to comply with, and be legally bound by, this Agreement,together with the Privacy Policy [Meitar2] which ishereby incorporated into this Agreement by reference (the date of suchacceptance, the “Effective Date”). You hereby waive any applicablerights to require an original (non-electronic) signature or delivery orretention of non-electronic records, to the extent not prohibited underapplicable law. If you do not agree to be bound by this Agreement please do notaccess or use the Site.

1. Modification. We reserve the right, at our discretion, tomodify this Agreement at any time. Such modification will be effective ten (10)days following posting of the revised Agreement on the Site, and your continueduse of the Site thereafter means that you accept those modifications.

2. Abilityto Accept. TheSite is only intended for individuals agedthirteen (13) years or older. If you are under 13 years please do not visit oruse the Site. If you are between 13 and 18 years of age, then you mustreview this Agreement with your parent or guardian before visiting or using theSite to make sure that you and your parent or guardian understand thisAgreement and agrees to them.

3. SiteAccess. Forsuch time as this Agreement is in effect, we hereby grant you a personal,limited, non-exclusive, non-assignable, non-sublicensable, revocable right toaccess and use the Site solely for your own personal and non-commercial use,and provided that you comply with this Agreement. Except for the foregoing right, we do notgrant you any right or licenses to any of our or a third party's IntellectualProperty Rights.

4. Restrictions. As acondition to your right to access and use the Site, you shall not (and shallnot permit or encourage any third party to) do any of the following: (a) copyor reproduce the Site; (b) sell, assign, lease, lend, rent, distribute, or makeavailable the Site to any third party, or otherwise offer or use the Site in atime-sharing, outsourcing, or service bureau environment; (c) modify, alter,adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt,or otherwise attempt to discover the source code or non-literal aspects (suchas the underlying ideas, algorithms, structure, sequence, organization, andinterfaces) of, the Site; (d) remove, alter, or conceal, in whole or in part,any copyright, trademark, or other proprietary rights notice or legenddisplayed or contained on or in the Site; (e) circumvent, disable or otherwiseinterfere with security-related or technical features or protocols of the Site;(f) make a derivative work of the Site, or use the Site to develop any serviceor product that is the same as (or substantially similar to or competitivewith) the Site; (g) publish or transmit any robot, virus, malware, Trojanhorse, spyware, or similar malicious item intended (or that has the potential)to damage or disrupt the Site; (i) take any action that imposes or may impose(at our sole discretion) an unreasonable or disproportionately large load onthe Site infrastructure, or otherwise interfere (or attempt to interfere) withthe integrity or proper working of the Site; (j) use the Site forcompetitive purposes, and/or on behalf of any person or entity that competes with the activities, services, or productsoffered by CeTu, including but not limited to utilizing the Site to receive information, data, or insights for the development orenhancement of competing services or products; (k) engagein any activity that may excessively burden or disrupt the functioning of theSite or its supporting systems; (l) impersonate another person or entity or use adeceptive identity to mislead others about who you are or who you acting on behalf of; and/or (m) usethe Site in any manner that is otherwise malicious,illegal or fraudulent; and/or (n)use the Site to infringe, misappropriate or violate any third party'sIntellectual Property Rights (as defined below), or any law.

5. Account. In order to use some of the services of theSite, you may have to create an account ("Account"). You agree not to create an Account for anyoneelse or use the account of another without their permission. When creating your Account, you must provideaccurate and complete information. Youare solely responsible for the activity that occurs in your Account, and you herebyagree: (a) to keep your Account password secure; and (b) not to misappropriatethe identity of individuals, groups, or organizations or use a fake identitywhen creating an Account. You mustnotify CeTu immediately of any breach of security or unauthorized use of yourAccount. As between you and CeTu, youare solely responsible and liable for the activity that occurs in connectionwith your Account. If you wish to deleteyour Account you may send an email request to CeTu at[Email address[Meitar3] ]. [Meitar4]

7. Payments to CeTu. Yourright to access and use the Site is currently for free,but CeTu may in the future charge a fee for certain access or usage. You willnot be charged for any such access or use of the Site unless you first agree tosuch charges, but please be aware that any failure to pay applicable chargesmay result in you not having access to some or all of the Site[Meitar5] .

8. Linking. We permit you to link to the Site provided that: (i)you link to (but do not replicate) any page onthis Site; (ii) the hyperlink text shall accurately describe the Content as itappears on the Site; (iii) you shall not misrepresent your relationship with CeTu or present any falseinformation about us, and shall not implyin any way that we are endorsing you or any services or products, unless wehave given you our express prior consent to do so; (iv) you shall not link froma website which prohibites linking to third parties; (v) the website from whichyou link to the Site does not contain content that (a) is offensive orcontroversial (both at our discretion), or (b) infringes any IntellectualProperty Rights; and/or (vi) you, and your website, comply with this Agreementand applicable law.

9. Intellectual Property Rights.

9.1. Content and Marks. The (i) content and information on the Site,including without limitation, the text, documents, articles, brochures,descriptions, products, software, graphics, photos, sounds, videos, links,interactive features, and services (collectively, the "Materials"),(ii) andUser Submissions, as defined below [Meitar6] (togetherwith the Materials, the "Content"), and (ii) the trademarks,service marks, trade names, service names, trade dress, symbols, brands, andlogos contained therein ("Marks"), are the property of CeTuand/or its licensors and may be protected by Intellectual Property Rights lawsand treaties. “CeTu”, “CeTu.io”, CeTu’s logo, and other marks are Marks of CeTuor its affiliates. All other Marks used or appearing on the Site are the Marksof their respective owners. We reserve all rights not expressly granted in andto the Site.

9.2. Use of Content. Content on the Site is provided to you foryour information and personal use only and may not be used, modified, copied, distributed,transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwiseexploited for any other purposes whatsoever without our prior written consent.If you download or print a copy of the Content you must retain all copyrightand other proprietary notices contained therein. In any event you wish to use, publish, copy,distribute, transmit, broadcast, display or otherwise exploit such Content,please be in touch with us at [Email address[Meitar7] ] in order to receive our written consent.

10. UserSubmissions.

10.1. Responsibility. The Site may permit the submission, hosting,sharing and publishing of Content by you and other users ("UserSubmissions"). You understandthat whether or not such User Submissions are published, we do not guaranteeany confidentiality with respect to any User Submissions. You shall be solely responsible for your UserSubmissions and the consequences of posting, publishing or uploadingthem. We have complete discretionwhether to publish your User Submissions and we reserve the right in our solediscretion and without further notice to you, to monitor, censor, edit, remove,delete, and/or remove any and all Content posted on the Site (including UserSubmissions) at any time and for any reason.

10.2. Ownership. You represent and warrant that you own orhave the necessary rights and permissions to use and authorize CeTu to use allIntellectual Property Rights (defined below) in and to your User Submissions,and to enable inclusion and use thereof as contemplated by the Site and theseTerms. Unless the User Submissions areseparately referred to, all references herein to Content shall includereferences to User Submissions. [Meitar8] "IntellectualProperty Rights" means any and all rights, titles, and interests(under any jurisdiction or treaty, whether protectable or not, and whetherregistered or unregistered) in and to technology and other intellectualproperty (such as the Content), and includes without limitation patents,copyright and similar authorship rights, personal rights (such as moral rights,rights of privacy, and publicity rights), architectural, building and location(and similar geography-based) rights, mask work rights, trade secret andsimilar confidentiality rights, design rights, industrial property rights,trademark, trade name, trade dress and similar branding rights, as well as: (a)all applications, registrations, renewals, extensions, continuations, continuations-in-part,divisions or reissues of the foregoing rights; and (b) all goodwill associatedwith the foregoing rights.

10.3. Licenseto User Submissions. Bysubmitting the User Submissions to CeTu, you hereby grant CeTu a worldwide,irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable andtransferable license to use, reproduce, distribute, prepare derivative worksof, display, and perform the User Submissions in connection with the Site and CeTu'sbusiness, including without limitation for publishing and redistributing partor all of your User Submissions (and derivative works thereof) in any mediaformats and through any media channels and, and you hereby waive any moralrights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Siteor other viewer or user of the User Submission a non-exclusive right to use,reproduce, distribute, prepare derivative works of, display and perform suchUser Submissions, all in accordance with these Terms.

10.4. Prohibited Content. You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a riskto a person’s safety or health, creates a risk to public safety or health,compromises national security, or interferes with an investigation by lawenforcement; (iv) impersonates another person; (v) promotes illegal drugs,violates export control laws, relates to illegal gambling, or illegal armstrafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic,harassing, hateful, racially or ethnically offensive, or encourages conductthat would be considered a criminal offense, gives rise to civil liability,violates any law, or is inappropriate; (vii) involves theft or terrorism; or(viii) is otherwise malicious or fraudulent.

10.5. Exposure. Youunderstand and acknowledge that when accessing and using the Site: (i) you willbe exposed to User Submissions from a variety of sources, and that CeTu is notresponsible for the accuracy, usefulness, safety, or Intellectual PropertyRights of, or relating to, such User Submissions; and (ii) you may be exposedto User Submissions that are inaccurate, offensive, indecent, or objectionable.You hereby agree to waive, and hereby do waive, any legal or equitable rightsor remedies you may have against CeTu with respect to (i) and (ii) herein.[Meitar9]

10.6. Spam. You agree not to, and that you will not, use the communications systemsprovided by the Site to send unauthorized commercial communications and youshall be solely responsible and liable for any such unauthorizedcommunications.

11. InformationDescription. Weattempt to be as accurate as possible. However, we cannot and do not warrantthat the Content available on the Site is accurate, complete, reliable,current, or error-free. We reserve the right to make changes in or to theContent, or any part thereof, in our sole judgment, without the requirement ofgiving 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.

12. Third Party Content. The Site may present, or otherwise allow youto view, access, link to, and/or interact with, Content from third parties andother sources that are not owned or controlled by us (such Content, "Third Party Content"). The Sitemay also enable you to communicate with the related third parties. The displayor communication to you of such Third Party Content does not (and shall not beconstrued to) in any way imply, suggest, or constitute any sponsorship, endorsement,or approval by us of such Third Party Content or third party, or by such thirdparty of us, and nor any affiliation between us and such third party. We do notassume any responsibility or liability for Third Party Content, or any thirdparty's terms of use, privacy policies, actions, omissions, or practices.Please read the terms of use and privacy policy of any third party that youinteract with before you engage in any such activity.

13. Privacy. We willuse any personal information that we may collect or obtain in connection withthe Site in accordance with our privacy policy which is available at [PrivacyPolicy hyperlink[Meitar10] ]. You agree that we may use personalinformation that you provide or make available to us in accordance with thePrivacy Policy.

14. Copyright Policy. It isour policy to respect the legitimate rights of copyright and other intellectualproperty owners, and we will respond to clear notices of alleged copyrightinfringement in accordance with our Copyright and Content Policy which may beviewed at [Hyperlink] ("Copyright Notice").[Meitar11]

15. WarrantyDisclaimers.

15.1. Thissection applies whether or not the services provided under the Site are forpayment. Applicable law may not allow the exclusion of certain warranties, soto that extent certain exclusions set forth herein may not apply.

15.2. THE SITE(WHICH, FOR CLARITY, INCLUDES WITHOUT LIMITATION CONTENT AND MARKS) IS PROVIDEDAND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE"BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE ORCONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY,INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE,QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OFPERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMEDBY US AND OUR LICENSORS AND SUPPLIERS. YOU AGREE THAT WE WILL NOT BE HELDRESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAYRESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFICCONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.

15.3. INADDITION, NEITHER CETU NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION,WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS,RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SITE;(B) THAT YOUR USE OF, OR RELIANCE UPON, THE SITE WILL MEET YOUR REQUIRMENTS OREXPECTATIONS; (C) THAT THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE ORVIRUS-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED; OR (D) REGARDING THESATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS

15.4. YOUSPECIFICALLY ACKNOWLEDGE THAT CETU SHALL NOT BE RESPONSIBLE FOR THE USERSUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENTCONDUCT) OF ANY SITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THEFOREGOING RESTS ENTIRELY WITH YOU. [Meitar12]

15.5. YOURRELIANCE ON, OR USE OF, ANY USER SUBMISSION, OR INTERACTION WITH ANY SITE USEROR OWNER, IS AT YOUR SOLE RISK. IF YOUHAVE A DISPUTE WITH ANY SITE USER OR OWNER IN CONNECTION WITH THE SITE OR ANYUSER SUBMISSION, YOU AGREE THAT CETU IS NOT LIABLE FOR ANY CLAIMS OR DAMAGESARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. CETU RESERVES THE RIGHT, BUT HAS NOOBLIGATION, TO MONITOR ANY SUCH DISPUTE.

15.6. EXCEPTAS EXPRESSLY STATED IN OUR PRIVACY POLICY, CETU DOES NOT MAKE ANY REPRESENTATIONS,WARRANTIES, GUARANTEES, OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, ORSTATUTORY AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIESYOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.

16. Limitation of Liability.

16.1. IN NOEVENT SHALL CETU OR ANY OF OUR LICENSORS OR SUPPLIERS BE LIABLE UNDER, OROTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

(A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL,INCIDENTAL, OR PUNITIVE DAMAGES;

(B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OFREVENUE, OR LOSS OF ANTICIPATED SAVINGS;

(D) THE COST OF PROCURING ANY SUBSTITUTE GOODS ORSERVICES.

16.2. THEAGGREGATE LIABILITY OF CETU UNDER, OROTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE LOWER OF: (A)FIVE U.S. DOLLARS (US $5), AND (B) THE AMOUNTS ACTUALLY PAID BY YOU (IF ANY) TOCETU DURING THE THREE (3) MONTHSIMMEDIATELY PRECEDING THE DATE ON WHICH YOU BRING YOUR CLAIM.

16.3. THEFOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW; (B) EVEN IF CETU HASBEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES,OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIALPURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDINGWITHOUT LIMITATION NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHERCONTRACT OR TORT LIABILITY.

16.4. Somejurisdictions do not allow the exclusion or limitation of incidental orconsequential damages, or of other damages, and to the extent applicable toyou, such exclusions and limitations shall not apply. Furthermore, nothing inthis Agreement shall be deemed to exclude or limit liability for death orpersonal injury resulting from negligence, or for fraud or fraudulentmisrepresentation.

17. Indemnity. You agree to defend, indemnify and holdharmless CeTu 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 limitedto attorney's fees) arising from: (i) your use of, or inability to use, theSite; (ii) yourUser Submissions[Meitar13] ; or (iii) breach of any provision of thisAgreement.

18. Term andTermination.

18.1. This Agreement commences on the Effective Dateand shall continue in full force and effect until terminated in accordanceherewith (the "Term").

18.1. We reserve the right to immediately terminatethis Agreement, or otherwise modify, suspend or discontinue your access to anduse of the Site (or any part thereof), for any reason whatsoever, at any time,and without notice or obligation to you, and you agree that CeTu shall have noliability to you or any third party for any such termination, modification,suspension, or discontinuance. Without this Agreement terms, CeTu reserves theright to suspend your access to the Site and its services temporarily until suchbreach is cured, or indefinitely if deemed to be permitted by CeTu. Suspensionmay occur without prior notice and is at the sole discretion of CeTu.

18.1. You may terminate this Agreement at any timeand for any reason. If you object to any term or condition of this Agreement orany subsequent changes thereto, or become dissatisfied with the Site in anyway, your sole remedy is to terminate this Agreement and to immediately discontinue use of the Site.

19. Consequences of Termination and Survival. Upon termination of this Agreement your rightto access and use the Site will automatically terminate and be deemed revoke. Sections ‎9(Intellectual Property Rights) through ‎25 (EntireAgreement)[Meitar14] inclusive shall survive any termination ofthis Agreement. Termination shall not affect any rights and obligations accruedas of the effective date of termination.

18. IndependentContractors. You andCeTu are independent contractors. Nothing in these Terms creates a partnership,joint venture, agency, or employment relationship between you and CeTu. You must not under any circumstances make, orundertake, any warranties, representations, commitments or obligations onbehalf of CeTu.

20. Assignment.CeTu may assign this Agreement (or any of itsrights and/or obligations hereunder) without your consent, and without noticeor obligation to you. This Agreement is personal to you, and you shall notassign (or in any other way transfer) this Agreement (or any of yourobligations or rights hereunder) without CeTu’s express prior written consent.Any prohibited assignment shall be null and void.

21. GoverningLaw and Place ofJursidiction. This Agreement (including without limitationits validity and formation) shall be governed by, and construed in accordancewith, the laws of the State of Israel, without regard to any conflicts of lawsrules or principles. The United Nations Convention on Contracts for theInternational Sale of Goods and the Uniform Computer Information TransactionAct shall not apply to this Agreement and are hereby disclaimed. The competent courts of the city of TelAviv-Yaffo shall have the exclusive jurisdiction with respect to any disputeand action arising under or in relation to this Agreement.

22. Severability. If any provision of this Agreement is held bya court of competent jurisdiction to be invalid, illegal, or unenforceable,then: (a) the remaining provisions of this Agreement shall remain in full forceand effect; and (b) such affected provision shall be ineffective solely as tosuch jurisdiction (and only to the extent and for the duration of suchinvalidity, illegality, or unenforceability), and shall be substituted (inrespect of such jurisdiction) with a valid, legal, and enforceable provisionthat most closely approximates the original legal intent and economic impact ofsuch provision.

23. Remedies. Except as may be expressly stated otherwise inthis Agreement, no right or remedy conferred upon or reserved by any partyunder this Agreement is intended to be, or shall be deemed, exclusive of anyother right or remedy under this Agreement, at law or in equity, but shall becumulative of such other rights and remedies.

24. Waiver. No failure or delay on the part of any partyin exercising any right or remedy under this Agreement shall operate as awaiver thereof, nor shall any single or partial exercise of any such right orremedy preclude any other or further exercise thereof or the exercise of anyother right or remedy. Any waiver granted hereunder must be in writing (forwaivers by you, emails will be acceptable; for waivers by CeTu, the writingmust be duly signed by an authorized representative of CeTu), and shall bevalid only in the specific instance in which given.

25. EntireAgreement. ThisAgreement represents the entire agreement between CeTu and you with respect tothe subject matter hereof, and supersedes and replaces any and all prior andcontemporaneous oral and/or written agreements, understandings and statementsbetween you and CeTu with respect to suchsubject matter. You acknowledge and agree that in entering into this Agreementyou have not relied on any statement or representation (whether negligently orinnocently made) not expressly set out in this Agreement; for example,statements and explanations in any FAQs or other marketing material on the Site(defined below) are for convenience only, and are not binding or a part of thisAgreement.