1. The Site is operated by Lab Holdings Limited (the “Company”).
2. The Company provides various services (the “Services”) from which You may choose: lead generation services, management of leads (including cleaning and verifying leads), sending personal messages to leads based on their behavior, converting, retaining and re-engaging leads and customers. The provision of the Services and related information (the “Information”) by the Company is subject to these terms and conditions (the “Terms and Conditions”) which should be read carefully by You in their entirety prior to Your use of the Services and Information. Please note that these Terms and Conditions constitute a legally binding agreement between You and the Company.
3. In addition to these Terms and Conditions, please review any other rules, policies and terms and conditions relating to the Services and Information, which are incorporated herein by reference, together with such other policies of which You may be notified of by the Company from time to time.
4. In these Terms and Conditions, the following words and phrases shall (unless the context otherwise requires) have the meanings set out beside them “Account” shall mean an account opened by You for the purpose of using the Services and Information. “End User” shall mean a person in respect of whom the Company provides the Services and the Information. “Intellectual Property Rights” means pending or granted patents, trademarks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including, but not limited to, rights in software), and any applications for any of the aforesaid, database rights, design rights, know-how, trade secrets, rights in confidential information and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world. “We”, “Our” or “Us” shall mean the Company, and/or any subsidiaries, affiliates, shareholders employees, directors, officers, agents, consultants, suppliers and contractors of the Company. “You” or “Your” shall mean any person using the Services and the Information after opening an Account.
III. Subordination to the Terms and Conditions and the Binding Effect Thereof
5. You hereby accept, in free will and consent, the Terms and Conditions’ authority, agree to be bound by the Terms and Conditions, undertake to act pursuant to the Terms and Conditions’ stipulations and to the rules specified therein, as they will be updated from time to time, without any reservation.
6. The Company is entitled to amend these Terms and Conditions at any time, and to do so immediately and according to its absolute and exclusive discretion, without the need to provide You with any notice of such amendment. It is therefore suggested that You will review these Terms and Conditions each time You use the Services and/or Information. Your only remedy in case in which You do not wish to be bound by such an amendment is to stop using the Services and Information, and to close Your Account. If, following such an amendment, You continue to use the Services and/or Information, You acknowledge that You agree to be bound by such amendment.
7. These Terms and Conditions, as may be updated or amended from time to time by the Company, constitute the entire and whole agreement between You and the Company with respect to the subject matter hereof and supersede any and all prior agreement between the Company and You in relation to the same. You confirm that, in agreeing to accept these Terms and Conditions, You have not relied on any representation, promise, undertaking or consent, whether verbal or in writing, which are not incorporated in these Terms and Conditions.
8. Anyone interested in using the Services and Information is obliged to register and open an Account with the Company.
9. At the registration process, You must fill in all the obligatory fields in the registration form (which include contact details, billing details, payment method, the brands for which You are seeking to receive the Services and Information and details as well as any additional information the Company will request from You) and choose a user name and password (the “Details”).
10. You shall be fully and solely responsible to reserve in confidentiality Your Details and not to transfer them to another. The full responsibility for an unauthorized use of Your Details lies solely with You, and You will bear, alone, all responsibility derived of an unauthorized use of Your Details. The Company has no obligation to maintain Your Details. If You misplace, forget or lose Your Details because of anything other than the Company’s error, the Company shall not be liable for any direct or indirect loss associated with such occurrence.
11. By opening an Account, You hereby represent, warrant, acknowledge and undertake that (a) You shall not make any charge backs and/or deny or reverse any payment made by You in connection with the Services and Information, and You shall reimburse Us for any loss or damage We incur as a result of any such action by You, and in any event You will promptly pay any and all of Your debts to Us, and (b) You shall indemnify Us and hold Us harmless, from and against all claims, liabilities, damages, losses, costs and expenses, including legal fees, arising out of or in connection with any breach of these Terms and Conditions by You, and any other liabilities arising out of Your use of the Services and/or Information or any unauthorized use of the Services and/or Information by any third party using Your Details.
12. You further represent, warrant, acknowledge and undertake that (a) You will not use Your Account for any illegal action, (b) in case You will perform any illegal action the Company shall be entitled to disclose any and all information related to You to the relevant authorities, and to suspend and/or cancel Your right to use the Services and/or Information, (c) You shall be solely responsible for all losses, liabilities and damages incurred as a result of any illegal action performed by You and You shall indemnify Us for any such losses, damages and liabilities, and (d) the method of payment (e.g. credit card) information You provided Us in connection with Your Account are of means of payment owned by You and in Your name (or that the owner of the means of payment provided You with all required consent to use that means of payment for using the Services, and You are acting within the confines of that consent). We are not obligated in any form or manner to validate the consent granted to You by the owner of the means of payment which You use.
V. Use of Information and Services
13. You undertake (i) to be solely responsible for all means and methods employed in connection with the use of the Services and Information, and shall indemnify and hold Us harmless in relation to any claims made against Us in relation to these activities, (ii) to ensure that all of the means and methods employed in connection with the use of the Services and/or Information are truthful, not misleading and are compliant with applicable legislation and Our policies, (iii) to use the Services and Information only for the purpose for which the Company has authorized You to, and (iv) to inform the Company immediately upon any legal action filed, or threat of legal action made, against You in connection with the use of the Services and/or Information.
14. Without derogating from any other provision of these Terms and Conditions:
(1) You will be solely liable for the content and manner of any communication sent for or by You while using the Services. All such content and manner must be professional, proper and lawful under applicable rules, regulations or laws (including, but not limited to, any laws relation to the content and nature of any advertising or marketing) and otherwise comply with these Terms and Conditions.
(2) You shall not, while using the Services, use any content which is libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in the Company’s sole discretion, otherwise unsuitable;
(3) Use the Services in connection with any product or service which is age limited according to applicable legislation, and not adhere to such limitation; where there is such an age limitation, You are required to clearly refer to it while using the Services;
(4) Use the Services in a manner that may potentially confuse a person (including, but not limited to, using incorrect, inaccurate and/or fraudulent materials);
(5) Use the Services in any manner which infringes any third party’s intellectual property rights;
(6) You have clear and specific consent from any person contacted through the use of the Services before contacting such person. The consent must have been given to You by way of an opt-in consent mechanism. You honor expeditiously any opt out/unsubscribe request made by any communication recipient. You must not send any further marketing communications to any person who indicates (by whatever means) that they do not wish to receive any further marketing communications. You do not send any such communications to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications;
(7) You are solely responsible for the products and services which You are providing to Your customers, and You will indemnify and hold Us harmless in connection with any and all direct and indirect claims, liabilities, damages, losses, obligations, injuries, penalties, claims, suits, actions, disbursements, costs, legal fees and expenses (whether actual or contingent) related to the provision of products and services by You.
15. You shall keep the Information confidential and shall not disclose the Information to any third party not in accordance with these Terms and Conditions. Subject to these Terms and Conditions and the package You purchase, You may be entitled to provide the Information and/or Services to third parties (the “Licensees”) for their use; provided, however, that (i) You obtain the Company’s written consent prior to the provision of the Information and/or Services, (ii) the Licensees may not provide the Information and/or Services to any other party, (iii) any act or omission of or on behalf of the Licensees will be considered, for the purpose of these Terms and Conditions, as Your act or omission, (iv) any and all obligations and duties placed on You in accordance with these Terms and Conditions, as well as any warranties and commitments made by You, will be applied to the Licensees as well, (v) You and the Licensee will execute a contractual arrangement, the provisions of which are no less stricter towards the Licensee than the provisions of these Terms and Conditions towards You, and (vi) You will be held responsible and will compensate and indemnify Us in connection with any act or omission of or on behalf of the Licensees as well as any breach by the Licensees of any obligation, commitment and/or duty imposed on the Licensees, as well as any warranty provided by them, in accordance with Section 15(iv), regardless of whether We can seek damages and/or compensation from the Licensees.
16. On account of the sensitivity, importance and confidential nature of the Information, You hereby agree that the Information that will come into Your possession shall be dealt by You with the same measures as those applied by the Company, and that the use and storage of the Information shall remain at all times subject to applicable legislation (including applicable data protection and privacy directives and legislation) and the Company’s policies.
17. If You become aware of any breach of the confidentiality of the Information by any of Your employees, agents, officers, shareholders, directors, counsels, advisors, sub-contractors and/or the Licensees, You shall promptly notify the Company and give the Company all reasonable assistance in connection with any proceedings, which the Company may institute against any such persons.
18. Your right to use the Services and Information shall terminate, expire, be cancelled or suspended in accordance with the provisions of these Terms and Conditions. Upon termination, cancellation, suspension or expiration of Your right to use the Services and the Information, (i) the Company will immediately cease to provide You the Services and the Information, (ii) You will immediately cease to use the Services and the Information, (iii) You shall return the Information to the Company as well as any copies made of such Information, and provide the Company with a written confirmation that You no longer hold the Information or any copies of it, and (iv) You may not contact any person the information about whom was provided in the Information. For the avoidance of doubt, and without derogating from the provisions of Section 15, the provisions of this Section 18 will be applied, mutatis mutandis, to the Licensees, and upon the termination, cancellation, suspension or expiration of Your right to use the Services and the Information, the same will be applied to the rights of the Licensees to use the Services and the Information.
19. For the avoidance of doubt, it is hereby clarified that You are not provided with any exclusivity in respect of the Information, and any and all Information provided to You may be provided to others, including, but not limited to, Your competitors.
20. You hereby represent and warrant that You are the holder of the relevant intellectual property rights You license and/or provide any other right to the Company in connection with the provision of the Services and/or the Information, and that such does not breach any intellectual property rights of any third party. Without derogating from any other provision of these Terms and Conditions, You shall indemnify and hold Us harmless during the term in which the Company provides You the Services and/or Information, and thereafter, in relation to any claims, losses or damages made or raised against Us in relation to the use of any intellectual property rights You licensed and/or provided any other right to the Company
VI. Modification and Termination
21. The Company reserves the right to cancel, terminate, modify or suspend the Services if for any reason the Services cannot be conducted as planned, including, but not limited to, infection by computer virus, bugs, tampering or unauthorized intervention, fraud, technical failures, or any other causes beyond the control of the Company. You acknowledge that the scope and level of the Services and Your rights to use the Information may be reduced or adjusted by the Company if and to the extent necessary to make such offering compliant with, and viable under, any and all applicable legislation, changes in regulatory environment and/or Our policies.
22. Each party may terminate the use of the Services and/or Information with immediate effect (subject to the provisions of Section 23) by sending a written notice to the other party, without the need to show cause.
23. Any termination will be subject to the following: (i) any lead generation service will terminate within 5 (five) business days from the receipt of the termination notice and You shall be liable to pay for any leads received during that period; and (ii) any and all Services will terminate at the end of the calendar month in which the termination notice was received, and You will be liable to pay and/or not receive any refund in connection with the time period from the termination notice and until the end of the calendar month.
24. For the purpose of calculating the consideration due to the Company, only the data and statistics recorded on the Company’s back office system will be considered.
25. The consideration paid for the Information and/or the Services is to be paid in advance of the Information and/or Services provided, and is non-refundable, regardless of whether You used the Information and/or Services in accordance with the scope for which You have paid the consideration.
26. You shall be solely liable for any tax (including, but not limited to, VAT), charge or levy imposed in respect of the payment of any sum due and payable under these Terms and Conditions. All sums to which the Company is entitled in accordance with these Terms and Conditions are exclusive of any tax (including, but not limited to, VAT), charge or levy (including by way of withholding tax); in case in which any sums to which the Company is entitled to in accordance with these Terms and Conditions are subject to any tax (including, but not limited to, VAT), charge or levy, then such sums shall be increased so as to compensate the Company in a manner which will allow the Company to receive the same sum as it would have received if no such tax (including, but not limited to, VAT), charge or levy were imposed.
VIII. Reservations, Warranties, Liabilities and Indemnification
27. We are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of data or information and any direct or indirect loss which arises from these occurrences. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers or providers, computer equipment, software failure of email on account of technical problems or traffic congestion on the internet or at any web site, mobile site or mobile application. We shall not be responsible or liable in the event of systems or communications errors, bugs or viruses relating to the Services and/or Information or which will result in damage to Your hardware and/or software and/or data. We shall not be responsible or liable for any actions or omissions of internet service provider or any other third party which provides You with access to the Services and/or Information. Without derogating from the above, You acknowledge that the Company does not generate the leads but rather provides You with leads generated by third parties, and We are not responsible for the quality of the leads nor for the manner in which such leads were generated.
28. Notwithstanding anything to the contrary in these Terms and Conditions, Our total and aggregate liability toward You, whether in an action based on contract, tort, warranty or any other legal theory, shall not exceed the sum of all payments received by the Company from You under these Terms and Conditions during the 3 (three) months immediately prior to the event creating such liability. In no event will We be liable toward You or any other third party (including, but no limited to, the Licensees and Your customers) for any special, indirect, incidental, punitive, special or consequential damages, including damages for loss of profits, business, revenue, economic advantage, data, equipment or network downtime.
29. THE SERVICES AND INFORMATION ARE PROVIDED “AS IS”, AND WE MAKE NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED (WHETHER BY LAW, STATUTE, OR OTHERWISE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR ACCURACY, NON INFRINGEMENT OF THIRD PARTIES’ RIGHTS OR OF APPLICABLE LAWS AND REGULATION, OR THAT THE SERVICES AND INFORMATION WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR WILL BE FREE OF VIRUSES OR BUGS OR AS TO RESULTS OR THE ACCURACY OF THE SERVICES AND/OR INFORMATION.
30. You hereby confirm and approve the manner and method in which the Company collected the Information and provides You with the Services and Information, and that You were provided with full disclosure in respect of such manner and method, and agree that We will have no liability whatsoever in this regard.
31. You will indemnify and hold Us harmless against all direct and indirect claims, liabilities, damages, losses, obligations, injuries, penalties, claims, suits, actions, disbursements, costs, legal fees and expenses (whether actual or contingent) arising from (i) Your breach of these Terms and Conditions, (ii) Your acts or omissions in connection with these Terms and Conditions and/or Your relationship with Us, and/or (iii) any legal proceedings initiated by or on behalf any third party against Us as a result of or in connection with Your acts or omissions in connection with these Terms and Conditions and/or Your relationship with Us. This indemnification liability will also apply to any act or omission of the Licensees.
IX. Intellectual Property
32. All the rights, including the Intellectual Property Rights concerning the Services and the Information (collectively the “Rights”) are and shall remain the sole and exclusive property of the Company and/or any of its licensors. You may not use any of the Rights without the express prior written approval of the Company, except pursuant to these Terms and Conditions, and You shall not, by using the Services, the Information and/or otherwise, acquire any rights in any of the Rights. Without derogating from the above, You are strictly prohibited from: (i) copying. redistributing, publishing, reverse engineering, decompiling, disassembling, modifying, translating or making any attempt to access the source code of the Services to create derivate works of the source code; (ii) selling, assigning, licensing, sublicensing, transferring, distributing the Information in contravention of these Terms and Conditions, or (iii) making the Services and/or the Information available to any third party in contravention of these Terms and Conditions.
33. You may contact the Company in connection with anything related to the Services and/or Information at any time via Our customer support, which is available at email@example.com.
34. You hereby authorize the Company to contact You via the contact details provided by You to the Company; any communication sent by the Company through the use of those contact details will be deemed to be received by You within 24 hours from the time it is sent to You. In addition, the Company may provide You with notices with respect to or in connection with these Terms and Conditions, the Services and/or the Information via the Company’s website and/or Your account, and such notice shall be deemed received by You within 24 hours from the time it is posted by the Company in the aforesaid manner.
35. These Terms and Conditions and the relationship between You and the Company shall be governed by, and construed and interpreted in accordance with, the laws of Israel, and You irrevocably submit to the exclusive jurisdiction of the competent courts of the Central District of Israel with respect to any dispute regarding the validity, breach, interpretation, performance or otherwise arising out of or in connection with these Terms and Conditions, the Services and/or Information. Nothing in this Section will preclude Us from seeking enforcement of any judgment in any other jurisdiction.
36. The Company may transfer or assign any and all of its rights and obligations hereunder to any third party; without derogating from the above, the Services may be operated by third parties. You may not transfer, assign or pledge in any manner whatsoever any of Your rights or obligations under these Terms and Conditions.
37. Unless explicitly stated in these Terms and Conditions, nothing in these Terms and Conditions shall: (i) be construed as creating any agency, arrangement, trust of fiduciary relationships or any similar relationship between You and Us, and/or (ii) create or confer any rights or benefits on any third party.
38. These Terms and Conditions have been drafted in the English language. In the event of any discrepancy between the meanings of any translated versions of these Terms and Conditions and the English language version, the meaning of the English language version shall prevail.
39. No failure or delay on Our part in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
40. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from these Terms and Conditions and the remainder of these Terms and Conditions shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event these Terms and Conditions shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.