Priority Software Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE.

Limited License
Priority Software hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access, view and use our web site (the “Site”) and the information, materials and documents on the Site (collectively defined as the “Content”) that we provide on our Site, solely for your personal, internal, non-commercial use, on condition that you comply with all your obligations under the following terms and conditions (“Terms”) and all modifications thereto. We grant you no other rights, implied or otherwise.

By accessing and/or using our Site, you are agreeing to comply with and be bound by the following Terms.

If you do not agree to these Terms at any time, you should not access or use this Site.

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content provided therein.

The term “Priority and/or Priority |Software”, “us”, “we” or “our”, refers to Priority Software, Ltd., the owner of the Site. The term “you” refers to the viewer of our website.

These Terms are void where prohibited by law, and the right to view the Site is revoked in such jurisdictions.

Intellectual Property Rights
Priority Software is the sole owner of the Content. The Content, as well as the organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and to the Content are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. Priority Zoom, Priority Pro, Priority Enterprise and Priority AccountEdge are trademarks of Priority Software, Ltd.

You do not acquire ownership rights to the Content (or to any part thereof).

We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Priority Software and all related items.

Your Content
All content posted by you (“User's Content”) on the Site is the sole responsibility of the person or entity who originated, created and/or posted such User's Content. We do not monitor or control the User's Content posted on the Site and we cannot and do not take responsibility for such Content.

By using the Site, you acknowledge and agree that we are not responsible for examining or evaluating the User's Content, accuracy, completeness, timeliness, validity, copyright compliance, legality, appropriateness, decency, truthfulness, integrity, quality or reliability, or any other aspect of the User's Content.

Priority Software does not warrant or endorse, does not assume and will not have any liability or responsibility to you or any other person for any User's Content.

You agree and acknowledge that you are entirely responsible for all User's Content that you post, send or otherwise make available on the Site.

You agree and acknowledge that any use or reliance on any User's Content is at your own risk. You understand and agree that in using the Site, you may be exposed to User's Content that might be factually inaccurate, and/or may be deemed offensive, indecent, or otherwise objectionable to you, and which may or may not be identified as having explicit language, and you hereby waive any legal or equitable rights or remedies you have or may have against us with respect to any such User's Content.

You represent and warrant that you have (and will continue to have during your use of the Site) all necessary licenses, rights, consents, and permissions which are required to post and otherwise use the User's Content in the manner contemplated by these Terms.

The User's Content you post on the Site and the sharing of such information are done at your own risk. Any Content posted by you to the Site may be saved, copied, re-published or otherwise used by any person accessing the Site, and we cannot control the use of the User's Content by any such person. We cannot and do not guarantee that User's Content posted by you will not be viewed or otherwise used by unauthorized persons.

You understand and acknowledge that, even after removal by you, copies of any User's Content posted on the Site by you may be used or otherwise utilized if other persons who have access to the Site have copied or stored such User's Content.

Priority Software does not warrant against deletion of any User's Content, or the failure to post any User's Content on the Site.

You retain your (or your licensors') rights to any User's Content you post on the Site. You hereby grant to us a non-exclusive, irrevocable, perpetual, transferable, sub-licensable, royalty-free, worldwide license to use, copy, reproduce, process, adapt, modify, publish and display such User's Content on the Site.

In addition, you hereby grant to any viewers of the Site, a non-exclusive, irrevocable, perpetual, transferable, sub-licensable, fully paid up, royalty-free, worldwide license to access your User's Content through the Site, and to use, reproduce, distribute, such User's Content to the extent permitted by the functionality of the Site and under these Terms.

You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to us and to other viewers of the Site with respect to any User's Content was posted by you to the Site.

Restrictions
Except as otherwise provided in these Terms, you may not:

Copy, reproduce, print, download or save a copy, republish, display, perform, advertise, distribute, transmit, broadcast, adapt, modify, create derivative works from, sell, rent, lease, loan or otherwise make available or exploit in any form or by any means all or any portion of the Site or any Content retrieved therefrom, for any purpose;

Subject to copyright notice and the trademark use/link limitations contained in these Terms, you may, however, print a copy of individual screens appearing as part of the Site solely for your personal, internal, non-commercial, or non-profit educational use or records, provided that any marks, logos, copyright notices, or other legends that appear on the copied screens remain on, and are not removed from the printed or stored images of any such screens;

Use the Site to generate and/or distribute any User's Content which is harmful, threatening, tortuous, abusive, causes harassment, defamatory, vulgar, obscene, libelous, hateful, is otherwise unlawful, misleading, malicious, or discriminatory or which harms minors in any way;

Use the Site to generate and/or distribute any User's Content which is not “child proof”;

Use the Site to generate and/or distribute any User's Content which is directed at minors under the age of 12;

Use the Site to generate and/or distribute any User's Content which contains, advertises or promotes reference (directly or by way of implication) to content that contains sexual content (including, but not limited to, nudity, graphic sex acts, or sexually explicit material), pornography, dating, or any other mature content of any kind. If Enjoiners becomes aware of content with child pornography, we will report it to the appropriate authorities;

Use the Site to advertise, promote or include reference (directly or by way of implication) to violence of any kind (including, but not limited to, depictions of gratuitous violence); to alcohol, drugs or tobacco; to gambling of any kind; and/or to weapons of any kind;

Use the Site to generate and/or distribute any Use the Site to 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 Site for posting 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 Site to post any Use the Site to Content which you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), and/or which it would be unlawful for us to use or possess in connection with the operation of the Site;

Use the Site for any unlawful purposes or for 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);

Use the Site for sending other people's private and confidential information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;

Use the Site for generating and/or sending any unauthorized commercial communications (such as spam) or any contest, giveaway or sweepstakes, or any other type of promotion;

Collect or store personal data about other Users in connection with the prohibited conduct and activities set forth in this Section above.

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any User's Content on the Site, at any time, without notice and at our sole discretion.

Disclaimer of Warranties
To the maximum extent permitted by applicable law, the Content are provided “as is” and “as available”, with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions with respect thereto, either express, implied or statutory, including, but not limited to, any warranties of completeness, accuracy, availability, timeliness, usefulness, security, reliability or non-infringement of third party rights, and the implied warranties of merchantability, of satisfactory quality, or of fitness for a particular purpose.

We do not represent or warrant that the Site or the Content will be error-free, uninterrupted, free of viruses or other harmful components, or that defects will be corrected.

We disclaim any duty or obligation and make no commitment to update the Site or the Content.

Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.

Limitation of Liability
To the extent not prohibited by applicable law, in no event shall Priority Software, its affiliates, directors, officers, employees and agents, be liable for (a) any direct, indirect, incidental, special, punitive, exemplary, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, loss of use, loss of goodwill, business interruption or any other loss, injury, claim, liability, or damage of any kind, resulting in any way from (i) your access to or use, inability to use or reliance on, the Site and/or the Content, (ii) the Content contained on the Site and/or any errors, omissions or other inaccuracies in the Content; regardless of the theory of liability (contract, tort or otherwise), even if Priority Software has been advised of the possibility of such damages and even if a remedy set forth herein fails of its essential purpose, or for (b) any third party claims against you.

No advice or information, whether oral or written, obtained by you from us through the Site or otherwise shall create any warranty, representation or guarantee not expressly stated in these Terms.

In addition, all responsibility or liability for any damages caused by viruses or other harmful components, is hereby disclaimed.

In no event shall Priority Software and its affiliates, directors, officers, employees and agents, total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty U.S. dollars (U.S. $50.00).

Any cause of action by you with respect to the Site and/or any Content, 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 may not apply to you.

Indemnity
You shall indemnify and hold us and any of our affiliated companies harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to any demand or claim brought against Priority Software by any third parties related to your access and/or use of the Site and/or Content.

Third Party Web Sites and Content
The Site may contain links to other web sites (“External Sites”). We are not responsible for the content, accuracy or opinions express in such External Sites, and such External Sites are not controlled, investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked External Site on our Site does not imply approval or endorsement of the linked External Sites by us. We are not responsible for and assume no liability for the content availability, advertising, products, or other materials, or for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of such third party content on the Site or on External Sites. If you decide to leave our Site and access these third-party External Sites, you do so at your own risk, and you should be aware that these Terms and our Privacy Policy no longer apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from our Site.

Linking to the Site
You may provide links to the Site, provided (a) that you do not remove or obscure, advertisements, the copyright notice, or other notices on the Site, (b) that you do not deep-link (i.e. include a link to one of our web pages other than our home page) to the Site for any purpose, (c) your site does not engage in illegal or pornographic activities, and (d) you discontinue providing links to the Site immediately upon request by us.

Privacy
Personal identification information submitted to us through the Site or other information collected by us with regard to the use of the Site is governed by Priority Software's Privacy Policy. Priority Software does not disclose personally identifying information to third parties except in accordance with our Privacy Policy.

Copyright Policy
We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to Priority Software. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) identification of the copyrighted work claimed to have been infringed; (ii) identification of the material that is claimed 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 reasonably sufficient to permit us to locate the material; (iii) your contact information, including your address, telephone number, and an email address; (iv) your statement that you have a good faith belief that use of the material in the manner complained of 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 your are authorized to act on behalf of the copyright owner, and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf.

If you believe that any Content infringes upon your intellectual property rights, you should notify us as set out in “Address and Notices” below.

Unsolicited Idea Submission Policy
You agree that any remarks, ideas, feedback, comments, suggestions or any other information that you may provide to us (collectively, a “Submission”), is entirely voluntary, and that we will be free to use any such feedback, comments or suggestions as we will see fit, without any obligation or compensation to you or any other person sending the Submission. We will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere, and you hereby irrevocably assign to us all rights therein. We will not be required to treat any Submission as confidential or proprietary. You acknowledge that you are responsible for whatever material you submit, and that you will have full responsibility for the Submission, including its legality, reliability, appropriateness, originality, and copyright.

Security
We do not guarantee that your access to, or use of, the Site, or that any communications between you and us, will be free from unauthorized access by third parties. Any access to or use of the Site and/or of the Content us at your own risk.

Unlawful Activity
We reserve the right to investigate complaints or reported violations of these Terms and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

Governing Law and Jurisdiction
These Terms shall be governed and construed in accordance with the laws of the State of Israel, without reference to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

Without derogating from Priority Software's right to seek injunctive relief in any jurisdiction it may deem fit, both parties hereby irrevocably submit to the exclusive jurisdiction of the competent courts in Tel-Aviv, Israel, to resolve any dispute arising out of or pursuant to these Terms, and you hereby acknowledge your consent to the jurisdiction of and venue in such courts and waives any objection as to inconvenient forum.

Address and Notices
Priority Software's corporate offices are located at 2 HaAmal Street, Rosh Haayin 4809245, Israel.

Any questions, complaints, claims or other communication to Priority Software concerning the Site should be directed to: [email protected].

All communications between Priority Software and you shall be in the English or Hebrew language only.

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

Entire Agreement. These Terms, together with Priority Software's Privacy Notice, contains 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. To the extent that anything in or associated with the Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.

Changes. Priority Software reserves the right, at any time and from time to time, without notice or liability, to change any of the provisions of these Terms. Any such changes will be effective immediately and incorporated into these Terms by this reference. By entering and/or using this Site following any modifications to the Terms, you agree to be bound by any such modifications to the 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 Priority Software of any right under these Terms shall be effective unless in writing and signed by Priority Software's duly authorized representative. No waiver on the part of Priority Software 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. Nothing contained in these Terms shall be construed as creating a partnership, joint venture, agency or other similar relationship between Priority Software and you, nor as granting the you the right, power, or authority (express or implied) to bind or otherwise create any duty or obligation for Priority Software.

Assignment. You may not assign, subcontract or otherwise transfer any of its rights and/or obligations under these Terms without prior written approval by Priority Software, and any purported assignment or transfer without Priority Software's consent shall be null and void. Priority Software may assign and/or subcontract some or all of these Terms to any third party in connection with a merger, acquisition, sale of assets, by operation of law, or otherwise.

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.

Last updated: January 8, 2018