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Terms & Conditions of Use
Any use of software marketed by Piece of Cake Website Builder ("POC") that is covered by these terms and conditions (the "TC" or the "Agreement") is not permitted unless you click on the "Accept" button below. (Or sign this document and email to us) Signing this document, or clicking on the "Accept" button and using such Software (as defined below) or the services offered by POC indicates that you are authorized to bind yourself, your employer, your clients, or related licensed users (each of them, the "Licensed User"), as the case may be, in contract and that the Licensed User accepts the following terms. If you, as the authorized representative of the Licensed User reject these terms, the license key must be immediately returned for a full refund to the authorized POC distributor from which The Licensed User acquired the product (the "Distributor").
POC provides under these TC software (the "Software") for the construction of websites (the "Website" and in plural: the "Websites") and hosting services for the Websites (the "Hosting Services") (the Hosting Services and the Software together: the "Services")
By obtaining a license key to the Software, you acknowledge that you have read this TC, that you understand it, and that you and the Licensed User accept and agree to be bound by its terms and you are authorized to bind the Licensed Users by them. If you are not willing to be bound by the terms of this TC, you should click the "I do not accept" button below, and refrain from accessing or using the Services.
Read the TC carefully before accepting the terms and conditions herein and using the Services.
The TC may be updated from time to time without notice to you and shall apply to the use of the Services as if originally incorporated in this TC.
The TC is a legal contract between you, as either an individual or a single business entity, the Licensed Users and POC. It will govern the use of the Services as well as any new features that augment or enhance the current Software, including the release of new POC products, unless otherwise specified.
1.1 Subject to the terms and condition of the TC, and the payment of the license fees, you are hereby granted a limited, non-exclusive, non-transferable license (the "License") to use the Software in machine - readable, object code form only, the Hosting Services, and any user manuals and instructions that may accompany the Software (the "Documentation"), in connection with creating, using and viewing websites, all subject to the terms of the TC. Such use shall be limited to you and the Licensed Users, unless otherwise specified in the Documentation, and shall not include any use of the Software for or on behalf of others in a revenue generating context unless otherwise specified in the Documentation.
1.2 The Software may not be pooled or used on any additional servers and/or CPU's other than the Hosting Servers provided by either POC or the Distributors, and may not be downloaded.
1.3 Unless otherwise specified in the Documentation, you will not sublicense, lease, rent or lend your rights in the Services as granted by this TC with any third party without the prior written consent of POC.
1.4 For the purposes of this TC, the "Software" includes the software developed by POC and made available through POC's web site and/or Distributors and any updates, enhancements, modifications, revisions, or additions related thereto.
1.5 Notwithstanding the aforesaid, POC shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software.
1.6 You may use the Software activated by a license key for one Website. The number of Websites you are authorized to create is equal to the number of license keys you acquire.
1.7 The Software may not be used for a greater number of Websites than the ones you have license keys to.
1.8 All Websites created by the Software shall be located and placed on POC's or the Distributors' servers, unless otherwise agreed by POC.
1.9 The TC does not grant you the right to create any derivative product or service from the Software save as expressly provided for in the TC and you shall not perform any alteration, amendment, modification or deletion from the Software, whether for the purposes of error correction or otherwise.
1.10 You shall not perform any of the following acts without receiving the prior written consent of POC: (i) commercially exploit any of the Software; (ii) take any actions which might effect POC's ability or opportunities to market the Software; (iii) provide any services to third parties using the Software, whether by way of trade or otherwise, other than services provided within the authorized use of the Software as licensed by you; and (iv) perform any testing, study, or analysis of the Software other than as required to ensure the proper functioning of the Software.
1.11 You shall be responsible for using the Services and for the effectiveness of such use.
1.12 You may use the Software and Services only subject to the TC and to any agreement that accompanies such Software or Services, provided to you by the Distributor. You may use the Services only during their specified term, for the enumerated number of times, for the specified number of individuals, or as otherwise limited in the TC, the Documentation and the applicable agreement provided to you by the Distributor.
2.1 The Software and Websites contain proprietary and confidential information that is protected by applicable intellectual property law and other laws. Content contained in third-party advertisements or information presented to you through the Services or advertisers is protected by copyrights, trademarks, service marks, patents, publicity rights, or other proprietary rights and laws. Except as expressly authorized by POC or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, in whole or in part.
2.2 All content provided on this POC's website is provided by or to POC by its respective manufacturers, authors, developers and vendors (the "Third Party Providers") and is the copyrighted work of POC and/or the Third Party Providers. Except as stated herein, none of the content of this website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of POC or the Third Party Provider. No part of this website, including logos, graphics, sounds or images, may be reproduced or retransmitted in any way, or by any means, without the prior express written permission of POC. You also may not, without POC's prior express written permission, "mirror" any content contained on this Website on any other server.
2.3 Except as stated herein, the TC does not grant you rights in or to any of POC Trademarks, patents, copyrights, trade names, trade secrets or other intellectual property rights of POC or its third party providers (collectively, the "Intellectual Property Rights"). The Software and the Intellectual Property Rights, are, and shall remain, the valuable property, and contain the proprietary information, of POC and/or its Third Party Providers.
2.4 "POC Trademarks" means all names, marks, brands, logos, designs, trade dress and other designations POC uses in connection with the Services. You may not remove or alter any POC's Trademarks. You acknowledge POC's rights in POC's Trademarks. You agree not to incorporate any POC's Trademarks into your trademarks, service marks, company names, internet addresses, domain names, or any other similar designations. You shall not make any use of any of POC's Trademarks or any of its Third Party Providers without the prior written consent of POC.
2.5 You must not modify, decompile, or reverse engineer any Software, and must not remove, overprint, or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of Software or from the Services.
2.6 POC may, in its sole discretion, terminate your Website, your access and usage rights, if you infringe or otherwise violate others' intellectual property rights.
2.7 Nothing on this website shall be construed as conferring any license under any of POC's or any Third Party Provider's intellectual property rights, whether by estoppel, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses.
2.8 Any unauthorized use of any content contained on this website may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
2.9 Content provided by Third Party Providers has not been independently authenticated in whole or in part by POC. POC does not provide, sell, license, or lease any of the content other than those specifically identified as being provided by POC.
2.10 The source code underlying the Software constitutes a valuable trade secret of POC and/or its Third Party Providers, as the case may be. Therefore, you shall not rent, lease, modify, adapt, translate, reverse engineer, reverse assemble, decrypt, decompile, disassemble or create derivative works based on the Software and/or the license key, or use all or any portion of the Software for the purpose of deriving its source code, except as specifically permitted by applicable law, and to the extent that POC is not permitted by such applicable law to exclude or limit such rights
2.11 No copies of the Software or license keys, or any portions thereof, may be made by you or any person under your authority or control. Downloading or installation of the Software is completely forbidden. Any unauthorized use of the Services shall be considered by POC to be a violation of the TC.
2.12 POC reserves the right to gather data on key usage and Website usage deemed relevant, to ensure that the Software is being used in accordance with the terms of the TC and any other agreement
2.13 You agree not to block, electronically or otherwise, the transmission of data required for compliance with this TC. Any blocking of data required for compliance under this TC is considered to be violation of this TC and will result in immediate termination of access to your website.
2.14 Depending on the type of Software you use, the License may include an expiration date that can result in the termination of the License. For license keys which do not have pre-designated expiration date, the License updates automatically except if POC determines that a License is used in violation of the terms of the TC or if POC decides to terminate this Agreement, pursuant to Section 10.
2.15 If you suspect any improper or illegal usage of your License outside of your control you should promptly notify POC of such occurrence. A replacement License will be issued to you and the suspect License will be allowed to expire. For Licenses granted on a month-by-month basis, the monthly payment for each month must be processed prior to the expiration date in order for the License updates to be performed. It is your responsibility to contact POC regarding any potential expiration that it deems inappropriate. POC is not liable for any damages or costs incurred in connection with the expiring Licenses.
3.1 You represent that you are of legal age to form a binding contract and are not barred from receiving services under the laws of the state of Israel or any other applicable jurisdiction.
3.2 You shall provide true, accurate and complete information as required from you in the registration form (such information being the "Registration Data").
3.3 You shall maintain and update the Registration Data to keep it true and complete.
3.4 If you provide any information that is untrue or incomplete or POC has reasonable grounds to suspect that the Registration Data is untrue or incomplete, POC has the right to suspend or terminate your License.
3.5 The Software and the Services are intended, when incorporated with your Content, solely for the purpose of creating websites. You acknowledge that any additional software or information which is: (i) not proprietary to POC; (ii) not supplied by POC with the Software; or (iii) not a product of POC; is required to for your particular needs in addition to one of POC's Software licensed to you. You shall be obligated and responsible for the acquiring and purchasing of said additional software and the obtaining of such information, at your own expense.
3.6 You acknowledge that damages may not be a sufficient remedy for POC in the event of breach of the TC or any other agreement, and that in certain circumstances POC may petition the competent courts for an injunction in order to protect its rights with respect to the Services.
3.7 You assume full responsibility for providing end-users and viewers of your Website with any required disclosure or explanation of the various features of the your Website and any goods or services described therein, as well as any rules, terms or conditions of use.
4.1 All information, data, text, messages, links, music sound, photographs, graphics, video, messages or other materials ("Content"), loaded to the Website you create (the "Website"), are at your sole responsibility .
4.2 You are entirely responsible for all Content that is uploaded, posted or transmitted to or made available in the Website.
4.3 You shall be fully responsible for supplementing, modifying and updating the Website.
4.4 You hereby grant to POC a non-exclusive, royalty-free, worldwide right and license during the term of this Agreement to do the following to the extent necessary in the performance of Services: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Content; and (b) make archival or back-up copies of the Content and the Website.
4.5 Except for the rights expressly granted above, POC is not acquiring any right, title or interest in or to the Content, does not control the Content in the Website, does not claim ownership on the Content on the Website and, as such, does not guarantee the accuracy, integrity or quality of such Content.
4.6 You are entirely responsible of backing up and saving the Content and POC has no responsibility whatsoever to the uploading, saving, backing or lack thereof of the Content on the Website.
4.7 Under no circumstances will POC be liable in any way for any Content or for any loss or damage of any kind to the Content or that is incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.
4.8 POC reserves the right to edit or remove Content that it becomes aware of and determines to be harmful, offensive or otherwise in violation of the TC. POC may also remove Content that contains third-party commercial advertisements, is inaccurate or includes unauthorized disclosure or personal information. Violation of these restrictions ("Restrictions") may also result in the termination or suspension of your access abilities to the Website or you License. These Restrictions apply to all content provided to or through the Services, including email messages, newsgroup postings, chat, and personal or business web pages.
4.9 You shall not post or store on the Website any Content that violates or infringes anyone's intellectual property rights or that is obscene, harm minors in any way, includes child pornography, defamatory, racist, libelous, excessively violent, harassing, or otherwise objectionable.
4.10 You shall not use the Services in any way for uploading, posting, emailing transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional material, junk mail, chain letters, spam or any other form of solicitation except as specifically authorized by the Documentation and under the limitations of the Software.
4.11 You shall not use any Website on the POC's server as a pseudonymous return email address for any communications that you transmit from another location or through another service; and you may not pretend to be someone else when using the Services.
4.12 You shall not upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
4.13 You shall not use the Services for any unlawful activities not otherwise covered above. Additionally, you shall not use the Services to:
(i) intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law;
(ii) impersonate any person or entity, including, but not limited to, a POC official, or falsely state or otherwise misrepresent its affiliation with a person or entity;
(iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop hidden pages or images;
(iv) upload, post or otherwise transmit any Content that does not have a right to transmit to the public under any law or under contractual or fiduciary relationships;
4.14 POC does not pre-screen Content, however, POC and its designees have the right (but not the obligation) in their sole discretion to block or restrict access to or the availability of, or to disable, any Content that is available via the Services. Without limiting the foregoing, POC and its designees may disable, restrict access to or the availability of, any Content that violates the TC or is otherwise objectionable. You shall evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
4.15 You acknowledge, consent and agree that POC may access, preserve and disclose your Website and License information and Content if required to do so under any applicable law or if it believes such discloser is necessary to enforce the TC and/or respond to claims that the Content violates the rights of a third party and/or to protect the rights, property or safety of POC, its users and the public.
4.16 Unless otherwise explicitly stated, herein, any Content provided by you in connection with the Website shall be deemed to be provided on a nonproprietary and non-confidential basis. You acknowledge that you are responsible for the Content that is submitted, and shall have full responsibility for the Content, including its legality, reliability, appropriateness, originality and copyright.
5.1 You acknowledge that the Services may include advertisement and certain communications from POC such as emails, newsletters and administrative massages and you will not be able to opt out of receiving them.
5.2 POC may run advertisements and promotions from third parties on the Websites. Any correspondence or business dealings with, or participation in promotions of, advertisers other than POC found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. POC is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-POC advertisers on the Services.
5.3 POC may provide either directly or by third parties, links to other websites. You acknowledge that POC is not responsible for the availability of such websites and is not responsible or liable for any content, advertising products or other material on or available from such sites. POC shall not be responsible or liable, directly or indirectly for any damages or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available through any such websites.
6.1 POC has the right to establish rules and practices (the "Rules") concerning the Hosting Services of the Websites, including procedures regarding sending emails, uploading Content, email sizes, Website sizes, disk space that may be allotted on its servers on your behalf and access privileges to the Website, and has the right to modify these Rules from time to time.
6.2 POC has the right to log off Websites that are inactive for an extensive period of time.
6.3 Any unauthorized reproduction, publication and distribution of materials provided on the Services, is forbidden.
6.4 You acknowledge that the Services may include security components that permit digital material to be protected. You shall not attempt to override or circumvent any of such security components.
6.5 You will not use storage space in excess of the storage limits established for the Services as decided by POC. If you use storage space in excess of such amounts, POC may, without limiting its other rights or remedies, assess you with additional fees.
6.6 If your actual bandwidth usage in any month exceeds the limit set out in the Rules, you will pay POC such additional fees as may be specified in the Rules.
6.7 POC has the right the transfer the Websites to the hosting services of its Distributors and all restrictions and conditions that appear in the TC shall apply accordingly. In such event all obligation and undertakings of POC concerning the Hosting Services shall be assigned to the Distributors and you shall have no claim or demands whatsoever against POC regarding the transfer of the Hosting Services or the hosting services of the Distributors.
6.8 You are responsible for ensuring that the Content and all aspects of the Website are compatible with the hardware and software used by POC and/or the Distributors to provide the Hosting Services, as the same may be changed by POC from time to time. Specifications for the hardware and software used by POC to provide the Hosting Services will be available on POC's Web site. You shall periodically access POC's Web site to determine if POC has made any changes thereto. POC shall not be responsible for any damages to the Content, the Website or other damages or any malfunctions or service interruptions caused by any failure of the Content or any aspect of the Website to be compatible with the hardware and software used by POC to provide the Hosting Services.
6.9 Upon establishing your Website, you shall be granted a sub-domain name for your Website. The ownership of the sub-domain name belongs to POC, however you are granted a limited, nontransferable, exclusive license to use such sub-domain name for the purpose of marketing, publishing and promoting your Website. All conditions and limitations as for the License shall apply to the license of the sub-domain name and once your License is terminated, your license to use the sub domain name shall be terminated as well.
6.10 POC provides no representations and warranties as for the sub-domain name and will not be responsible for any infringement of third-party rights caused by its registration of the sub-domain name for you. You hereby waive any claims you may have against POC, its employees, officers and Distributors for, and hereby release the same from, any loss, damage, liability or expense arising out of, or relating to, the usage of the sub-domain name and the registration of such sub-domain name in any online or offline network directories, membership lists or registration lists, or the release of the sub-domain name from such directories or lists following the termination of Services by POC for any reason.
7.1 Subject to the limitations set forth below, POC hereby represents and warrants to you that for a period that is thirty (30) days from the date you receive the license key from the Distributor or from this website, (such period being hereinafter referred to as the "Warranty Period") the Software shall be free from material defects and shall substantially conform to the Documentation. Your sole and exclusive remedy for a breach of the foregoing warranty shall be limited, at the option of POC, to either (i) the repair of the Software, or (ii) a refund from the Distributor from which you purchased the License, of the amount paid by you for the non-conforming Software. Such remedies shall be available to you only if POC is notified in writing within the Warranty Period and is provided with a reasonable opportunity to cure such breach.
7.2 The warranty set forth in clause 7.1 hereof is conditioned upon proper use of the Hosting Services and the Software in the application for which it is intended and shall not apply to (a) any Software (i) that has been modified in any respect without the prior written consent of POC, (ii) that has been serviced or repaired by or on your behalf, other than by the Distributor, without the written approval of POC, (iii) that has been damaged by reason of accident, neglect, misuse, air conditioning, failure of electrical power, inappropriate operating environment, or conditions, or failure to comply with applicable operating and maintenance instructions, or any cause other than ordinary use, (b) any Content which have been loaded on the website by you, or (b) any other POC or third party software or hardware which the Software interfaces to, accesses, calls, or invokes.
7.3 THE WARRANTY SET FORTH IN CLAUSE 7.1 IS EXCLUSIVE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, POC SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER POC, ANY OF ITS DISTRIBUTORS, NOR ANY OF THEIR RESPECTIVE THIRD PARTY PROVIDERS WARRANT THAT THE SERVICE WILL (I) OPERATE UNINTERRUPTED OR ERROR FREE (II) MEET YOUR REQUIREMENTS (III) WILL ACHIEVE ACCURATE OR RELIABLE RESULTS. YOU ARE SOLELY RESPONSIBLE FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS OR FOR YOUR PARTICULAR APPLICATIONS. THEREFORE, THE REMEDY PROVIDED IN CLAUSE 7.1 HEREOF SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF LICENSED USER AND YOU FOR ANY FAILURE OF POC TO CONFORM WITH THE WARRANTY IN SUCH SECTION, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU SHALL NOT HAVE ANY CLAIM, EXCEPT AS AFORESAID, AGAINST POC, ITS DISTRIBUTORS, OFFICERS OR EMPLOYEES OR THE MANUFACTURER, LICENSORS OR THIRD PARTY PROVIDERS AND SUPPLIERS OF THE SERVICES, WHETHER BASED ON CONTRACT, NEGLIGENCE, PRODUCTS LIABILITY, TRADE PRACTICES, OR OTHERWISE. REPAIR, OR REFUND (AS ELECTED BY POC) IN THE MANNER PROVIDED ABOVE SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF POC WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE SERVICES.
7.4 ALL CONTENT UPLOADED OR DOWNLOADED OR OTHERWISE USED, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USAGE OF THE CONTENT.
7.5 WITHOUT DEROGATING FROM THE OTHER PROVISIONS LIMITING THE LIABILITY OF POC, POC ALLOWS YOU TO DOWNLOAD A PLUG-IN DEVELOPED BY IT WHICH ENABLES UPLOADING OR OTHER USAGE OF CONTENT DEVELOPED AND/OR DESIGNED IN BY UTILIZING A DREAMWEAVER SOFTWARE ENVIRONMENT (WHICH IS OWNED BY ADOBE SYSTEMS INC.) TO THE WEBSITE OR TOGETHER WITH POC SOFTWARE. ALL CONTENT UPLOADED OR DOWNLOADED OR OTHERWISE USED UTILIZING SAID PLUG-IN, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, INCLUDING TO ANY SOFTWARE, OR LOSS OF DATA THAT RESULTS FROM THE USAGE OF SAID PLUG-IN.
8.1 REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY, IF ANY, OF POC, ITS DISTRIBUTORS, OFFICERS OR EMPLOYEES OR THE LICENSOR, MANUFACTURER OR SUPPLIER FOR DAMAGES RELATING TO THE SERVICE OR OTHERWISE ARISING OUT OF, RELATED TO OR IN ANY WAY CONNECTED WITH THIS TC EXCEED THE ACTUAL AMOUNT YOU PAID FOR THE SPECIFIC SERVICE THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, NEGLIGENCE, PRODUCTS LIABILITY, TRADE PRACTICES OR OTHERWISE. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POC, ITS DISTRIBUTORS, OFFICERS OR EMPLOYEES OR THE MANUFACTURER, LICENSORS OR SUPPLIERS OF THE SERVICE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR RELIANCE DAMAGES (INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA OR LOSS OF USE DAMAGES) EVEN IF POC IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. POC SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY DELAY OR FAILURE TO PERFORM ANY OF POC'S OBLIGATIONS HEREUNDER AS A RESULT OF ANY CAUSE BEYOND ITS REASONABLE CONTROL.
9.1 Unless otherwise specified in the Documentation, the TC and the License contained within it may not be assigned by you to any other third party or entity without the prior written consent of POC.
9.2 Subject to its agreements with the Distributors, POC has the right to assume the Distributors rights and obligations under any agreement between you and such Distributor, without your consent. In the event POC assumes such agreement, it shall notify you so and the agreement you have signed with the Distributor, shall be viewed as of the date of such notice as an agreement between you and POC and POC shall assume all obligations and rights including to right to receive payment of Services granted to you. However, you shall have no right to make any claim or demand towards POC concerning any damage caused to you by the Distributor.
10.1 This Agreement is effective upon your acceptance of the Agreement or upon you using the Software, even if you have not expressly accepted this Agreement.
10.2 This Agreement shall be in effect until terminated.
10.3 POC shall have the right to terminate the Agreement, terminate your License, take down the Website and/or block any access to the Website in the event that: (i) you are in material breach of the TC and/or other incorporated agreements or guidelines and/or your agreement with the Distributor, and fail to remedy such breach (where capable of remedy) within 30 (thirty) days after a written notice from POC or the Distributor, requiring you to do so has been sent; (ii) it has been requested so by law enforcement or government officials (iii) you become insolvent; (iv) a receiver has been appointed to you; (v) there has been an extended period of inactivity in your Website (vi) you have entered liquidation or similar external administration; (vii) you ceases to operate your business (viii) POC did not receive the License fees or the support and maintenance fees that are to be paid by you in a timely manner, or (ix)you do not accept the TC as may be amended from time to time.
10.4 Any breach of the TC will result in irreparable harm to POC for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, POC will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if POC seeks such an injunction.
10.5 Termination by POC hereto is without prejudice to any other rights or remedies under the general law to which they may be entitled, or which survive such termination.
10.6 Upon termination of the Agreement or expiry of its term (i) you shall be denied access to the Services, (ii) your license key shall be expired (iii) all related information, files and Content associated with or inside your Website shall be removed from the Web and shall be deleted after a period of 30 days following the termination.
10.7 POC shall not be liable to you or any third party for any termination of your License, any associated email address or access to the Service.
10.8 The provisions of Sections 2,7,8,10,11,13,14,17 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement.
11.1 You acknowledge that you may obtain direct access via this website to certain POC confidential information (the "Information"). You must hold the Information in strict confidence and may provide Information to employees in your organization only on a need-to-know basis. You may use the Information from this website solely for the purpose of establishing, maintaining and supporting your Website. Title to the Information remains with POC and its Third Party Providers.
11.2 You do not acquire any rights in Information, except the limited right to use Information as described above.
11.3 The term "Information" does not include information that you can establish by legally sufficient evidence: (a) you possessed, or knew, prior to your receipt from POC, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the TC; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Information and without the participation of individuals who have had access to Information, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under the TC and as disclosed after prior notice to POC adequate to afford POC the opportunity to object to the disclosure.
11.4 You shall permit only Licensed Users, who rightfully obtained access to the Software, to use the Software or to view the Documentation and the Information. Except as expressly authorized by the TC, the Documentation or any other agreement between you and POC or the Distributor, you shall not make available the Software, Documentation, or any license key to any third party.
11.5 You shall use your best efforts to cooperate with and assist POC in identifying and preventing any unauthorized use, copying, or disclosure of the Services, Documentation, or any portion thereof.
11.6 You are responsible for maintaining the confidentiality of the license key and are fully responsible for all activities that occur under your license key of your Website.
11.7 POC cannot and will not be liable for any loss or damages arising from your failure to comply with this Section 11.
11.8 You agree, either as an individual or on behalf of your employer, or your clients, to be bound by the provisions of this Section 11.
12.1 The License fees paid by you whether directly to POC or to the Distributor, are paid in consideration of the License granted under this TC. POC does not refund License fees. By accepting this TC you fully understand that once License fee payment is made you will have no recourse for receiving a refund of any part of the fees unless otherwise specified herein.
12.2 In additional to the License fees, usage of specific Software may require the payment of maintenance and support services, either to the Distributor [or directly to POC] as indicated in the Documentation of each Software or in your agreement with the Distributor.
12.3 In the event POC does not receive the License fees and/or the maintenance fees whether from you or from the Distributor you have paid to, it shall have the right, without any notification, to terminate the License, to take down the Website or terminate your access to the Website, pursuant to Section 10. In such event, POC is not responsible for any damages claimed to have been caused or actually caused to you, your Website, or any other third party.
12.4 You shall, in addition to the License fees and support and maintenance fees required under this Agreement or any agreement with the Distributor, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under the Agreement, excluding income taxes on the net profits of POC. You shall reimburse POC, if the case need be, for the amount of any such taxes or duties paid or incurred directly by POC as a result of this transaction.
13.1 In the event that the use of the Software in accordance with the provisions of the TC is declared by a court of competent jurisdiction to infringe the rights of any third party, as your sole remedy, POC at its option shall (i) procure for you the right to use the Software or (ii) modify the Software to render it non-infringing.
13.2 You agree, at your own expense, to indemnify and hold POC, and its subsidiaries and affiliates, Distributors and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys' fees (collectively, "Claims"), made by any third parties due to the Service and/or arising out of the Content used, submitted, posted, transmitted or made available through the Service, the usage of the Service, the connection to the Service, the violation of the TC or violation of any right of another, by you or any party related to you, or any party acting upon your authorization.
14.1 POC may provide notices of changes to the TC or other matters by displaying notices or links to notices to you generally on the Services. POC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Any termination of the access to the Services under any provision of the TC may be effected without prior notice, and POC may immediately de-activate or delete the License and all related information and files in the account and/or bar any further access to such files or the Services or the Website. Further, POC will not be liable to you or any third-party for any termination, modification, or suspension of the Services.
Support and Maintenance
15.1 All support and maintenance to the Software and Services shall be granted via the Distributor from whom you purchased the license key.
15.2 If you purchased a License directly from this website, support and maintenance shall be provided, [for additional charge] by one of the Distributors located in your country. For a list of POC's Distributors in each country please see our website. If there is no Distributor located at your country you shall receive maintenance and support from POC via email, according to the support and maintenance guidelines as set out and published by POC from time to time.
16.1 No waiver: Any failure or delay by POC to exercise or enforce any right conferred by the TC shall not be deemed to be a waiver of such right.
16.2 Severability: If any provision of this TC is found to be invalid or unenforceable by a court of law of competent jurisdiction, such a finding shall not affect the other provisions of this TC and all provisions of this TC unaffected by such a finding shall remain in full force and effect.
16.3 Conflicting Agreements; In the event you have signed an agreement with a Distributor, and such agreement contradicts the terms of the TC, the terms of the TC shall prevail and shall override the terms of your agreement with the Distributor.
16.4 Notices: All notices and communications between the parties hereto shall be in writing and sent by (i) certified mail, return receipt requested, (ii) overnight courier or (iii) facsimile (with original to follow) (a) if to your, to the address specified in writing by you to POC (including during your registration to the Service), and (b) if to POC, to the address of POC's office as set forth below. POC may give written notices to you via email to your email address as maintained in the Registration Data.
16.5 Governing law: the TC is governed and constructed solely in accordance with the laws of the state of Israel, and the courts of the state of Israel shall have sole and exclusive jurisdiction over any dispute out of the undertaking.
16.6 No third party beneficiaries: You agree that except as otherwise expressly provided in this TC or in the Documentation, there shall be no third party beneficiaries to the License and/or the TC.
16.7 Headings. The headings in the TC are for convenience only and have no legal or contractual effect
(i) Any reference to you includes reference to all your employees, representatives, subcontractors, clients, officers and the Licensed Users you are acting on behalf of.
(ii) Any reference to the TC includes reference to the incorporated guidelines or any other agreements, guidelines or instructions issued by POC either in this
Website or by notice to you.
17 You acknowledge that if you are using the Services on behalf of your employer or your clients you are authorized to accept the terms of the TC on their behalf, and that the TC supersedes any previous agreements between you and POC. You also may be subject to additional terms and conditions that may apply when you use or purchase license to certain Software of POC.
18 POC reserves the right, in its sole discretion, to amend this Agreement from time to time and the terms applicable with respect to any transaction will be the terms published in this web site and confirmed by you at the date of the closing of said specific transaction. If there is a conflict between this Agreement and the most current version of this Agreement, then the version posted at ________________, will prevail. If you do not accept amendments made to this agreement, then this License will be immediately terminated pursuant to Section 10.3.
19 YOU ACKNOWLEDGE THAT POC DOES NOT WARRANT OR GUARANTY THE SECURITY OF THE SOFTWARE AND SERVICES OR OF COMMUNICATIONS MADE USING THE SOFTWARE OR SERVICES, AND YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH SECURITY AND COMMUNICATIONS
As part of the license agreement between you (as licensee) and Piece of Cake Website Builder ("POC") for the use of POC's software (the "License Agreement"), POC agreed to grant you and your Customers, as part of the use of the Software, the right to use or access to Images, which POC makes generally available from time to time. Without derogating from any provision of the License Agreement, the following terms shall apply with respect to the Images:
All terms used herein not otherwise defined shall have the meaning ascribed to them in the License Agreement.
A. Definitions: "Images" shall mean animations, clipart, composites, digital footage, digital video, film footage, fonts, graphics, illustrations, images, motion sequences, photographs or any other visual representation which are obtained via download from the Website or the Software, together with all accompanying metadata and other material.
D. Permitted Uses: you may, subject to Section (E) below, download the Images to the Websites created by POC's Software.
E. Prohibited Uses: You may NOT:
(I) Sublicense, distribute, transfer, rent, lease, lend or assign the Images, rights or a copy thereof, to the Images, to any person or legal entity.
(II) Reverse engineer, decompile, translate, or disassemble any part of the Images.
(III) Remove any copyright, trademark or watermark from any place where it appears on the Images.
(IV) Use the Images, or any part of the Images, as part of a trademark, service mark, or logo. POC or its licensors retain the full rights to the Images, and therefore you cannot establish your own rights.
(V) Use the Images to compete with POC. POC is in the business of licensing images to its customers (among other things). It is the specific intent of this provision to prohibit you from using the Images to enter, either directly or indirectly, a similar or competing business.
(VI) Use the Images apart from the Software (i.e. in case the Website is exported from the Software).
(VII) Use the Images in any downloadable format intended for multiple distribution including, without limitation, templates, Web site templates, software products, e-greetings, etc, or as part of an online database or any other database, or any derivative product containing the Images in such way that would allow a third party to download, extract or access the Image as a stand-alone file.
(VIII) Use the Images as the primary basis for any individual or collection of physical or digital objects which you then offer for sale.
(IX) Use the Images in any way that could be considered defamatory, pornographic, libelous, immoral, indecent, obscene or fraudulent, or illegal according to any applicable law, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.
(X) Claim any proprietary rights of any sort in the Images or any part thereof.
(XI) Use the Images as part of an editorial manner, without the following credit adjacent to the images: "© [Photographer's name]” (the “Copyright Notice”); provided however that if such Copyright Notice is not required under applicable law for use in a particular situation, AND if it would not be customary to include such Copyright Notice in such particular situation, then the Copyright Notice will not be necessary for use in such particular situation only.
(XII) Take any action in connection with the Image that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Image and the rights of any person who, or any person whose property, appears in the Image.
(XIII) Use the Image in a way that places any person in the photo in a bad light or depicts them in a way that they may find offensive - this includes, but is not limited to:
(a) the use of Images in pornography;
(b) tobacco ads;
(c) ads for adult entertainment clubs or similar venues, or for escort or similar services;
(d) political endorsements;
(e) uses that are defamatory, or contain otherwise unlawful, offensive or immoral content.”
F. Additional Terms:
(I) POC reserves the right to (i) not permit use of any Images for any reason whatsoever; and (ii) notify you that certain Images are no longer available for use. Upon such notification, the license to use such Images shall automatically and immediately terminate.
(II) All other rights not expressly granted to you are reserved solely for POC.
(III) POC reserves the right to replace Images with an alternative Image for any reason. Upon notice of such replacement, the license for the replaced Images immediately, and automatically, terminates for any use of the Images that does not already exist, and this Agreement shall automatically apply to any replacement Images. You agree not to use any replaced Images with future products or services and you shall take all reasonable steps to discontinue use of the replaced Images in existing products or services.