Terms & Conditions
Your acceptance of these Terms is required in order for you to access and use the Pixtier Solution. By registering with Pixtier, or by using the Pixtier Solution in whole or in part, you are entering into a legally binding agreement with us. Please read these Terms carefully. If you do not agree to these Terms, you cannot use the Pixtier Solution. We reserve the right at our discretion to propose modifications to these Terms periodically. We will notify you of such changes via an email sent to the email address we have on file for you or via other notification mechanisms. Your continued use of and access to the Pixtier Solution after notice of such modifications indicates your acceptance of and agreement to the modified Terms. If you violate any of these Terms, your permission to use the Pixtier Solution automatically terminates, unless such violation is waived by us in writing in our sole discretion.
You acknowledge that use of the Pixtier Solution requires connection to, and data transfers over, the network and therefore may impact your data usage charges imposed by your wireless operator or other service provider. It is your responsibility to obtain at your cost all equipment, software and internet access necessary to use the Pixtier Solution.
"Commercial Use": any commercial activity, including: (a) charging for access to the Service or Content or for the Service's functionality or data directly or indirectly; (b) utilizing the Service in any commercial website or application or in support of any commercial for-profit activity, or in support of the operations of any for-profit business; and (c) emulating or framing the Service and passing it off as your own.
"Content": images, maps, photos, video, audio, documents, edits, variations, layers, messages, polls, queries, posts, comments, signals, votes, ratings, rankings, and any other text, content, information or data, including Metadata, created, derived from or accessible via use of the Pixtier Solution, or otherwise made available by and to Pixtier Users, including any of the foregoing provided by a Pixtier User or by us.
"Pixtier": Pixtier Maps Ltd., a corporation organized under the laws of Israel. In these Terms, Pixtier is referred to by "us", "we" or "our", as applicable.
"Pixtier Solution": the Cloud Application, the Site and the Services.
"Pixtier User": you and any other user of the Pixtier Solution.
"Metadata": data and information associated with or related to Content, including numerical latitude or longitude or similar coordinates, imagery, data derived from within images (such as without limitation street signs, landmarks, building names, etc.), and data generated by the capture of images (such as without limitation geo-location, time and date, network and system information, etc.).
"Non-Commercial Use": any activity that is not Commercial Use, including personal, individualized use by a single person, and the use of a reasonable number of widgets in websites displaying Pixtier Content as an ancillary, and not as a primary, feature in accordance with our Usage Policy. You may ask us whether a certain use is Non-Commercial Use via email sent to info@Pixtier.com.
"Services": the services, features, application programming interfaces (APIs), and functionality accessible via use of the Site and the Pixtier Cloud Application, including functionality for the provision, modification, display, and management of Content.
"Site": Pixtier.com and any web pages that are a part of Pixtier.com.
"You" or "your": the individual using the Pixtier Solution, or clicking "accept" or "agree" where indicated, and thereby becoming bound by these Terms, and the company or other legal entity represented by such individual, or for whom such individual uses the Pixtier Solution, and all affiliates thereto.
1.0 ACCESS AND LICENSED RIGHTS
1.2 Commercial Use. You may not use the Pixtier Solution for any Commercial Use except as separately agreed between us in a signed writing. Other than for your Non-Commercial Use, you may not use, sublicense, transfer, distribute, make derivative works of, or make available, the Service or Content. Such activity is not licensed or authorized under these Terms and if undertaken may result in pursuit of all available remedies for intellectual property rights (including copyright infringement), the availability of which you hereby acknowledge.
1.3 Pixtier User Licenses to Us. You and each Pixtier User hereby grant to us the perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sub-licensable, non-exclusive right and license to use, reproduce, modify, create derivative works of, perform, display and distribute without restriction (including via any medium) Content, in whole or in part, for commercial and non-commercial purposes, including (a) for purposes of providing, developing, improving, making available (including via public search engines), promoting and marketing the Pixtier Solution and (b) making available Pixtier User Content. Further, you agree that we are free to use and implement in perpetuity without compensation, attribution or obligation to you any feedback, benchmarks, requirements, suggestions, criticisms, improvements, recommendations, ideas, and error corrections provided by you to us relating to the Pixtier Solution.
1.4 Reservation of Rights. No other right or license to the Pixtier Solution or Content is provided, and no other license will be implied, by course of conduct or otherwise. We grant no right or license with respect to our patents. Each Pixtier User retains all right, title and interest in and to such Pixtier User's Content, and all associated intellectual property rights, subject to these Terms. Subject to these Terms, we retain all right, title and interest in and to the Pixtier Solution and our Content, and all associated intellectual property rights. Except as expressly authorized by these Terms, you will not use, reproduce, or distribute Content not authored by you. The user interface, user experience, icons, presentation layer and elements, terminology, gamification, reports, layouts, and screen displays of or generated by the Pixtier Solution are our copyrightable content, our trade dress and our trademarks and service marks, and will not be reproduced, distributed, or displayed except for your internal use and not for external use or exploitation.
2.0 TERMS APPLICABLE TO CONTENT
2.1 Specific Prohibited Uses. You will not (a) use the Pixtier Solution in a manner that gives you or any other person access to mass downloads or bulk feeds of any Content, including Metadata; (b) delete, obscure, or in any manner alter any message, warning or link that appears in the Pixtier Solution or the Content; (c) use the Pixtier Solution or Content in whole or in part with any products, systems, or applications for or in connection with (i) real-time navigation or route guidance, including but not limited to turn-by-turn route guidance that is synchronized to the position of a user's sensor-enabled device; or (ii) any systems or functions for automatic or autonomous control of vehicle or device behavior; or (d) use the Pixtier Solution or Content to create a database of places or other local listings information, except as expressly permitted by us as described on the Site.
2.2 Handling of Your Content. Content is not uploaded and stored on our servers until the Content is uploaded via the upload mechanism in the Pixtier Solution. We may at any time filter, alter, modify, crop, or delete such Content in whole or in part before making it available on the Site and via the Service in our sole discretion, including in order to render the Content suitable for use on the Pixtier Solution. We are under no obligation to publicly display Content that is posted to private repositories, or that is hidden by election of the contributing Pixtier User. You hereby waive any moral, neighboring or other rights you may have (including rights in the nature of attribution, integrity, privacy, paternity, and rights to object to derogatory treatment) in your Content that would otherwise preclude us from filtering, altering, deleting, or using, copying or distributing, in accordance with these Terms, your Content. You acknowledge and agree that we may continue to store, display and otherwise exercise the rights set forth in section 1.3 above with respect to your Content even after termination, deactivation, or archiving of your account.
2.3 Propriety of Content. All Content, whether publicly posted on or privately transmitted within private groups, is the sole responsibility of the Pixtier User from which such Content originated. No Pixtier User will transmit Content or otherwise conduct or participate in any activities on or via the Pixtier Solution which, in our sole judgment, is likely to be prohibited by law, or is violative or in breach of third party rights in any applicable jurisdiction, including without limitation laws governing libel and defamation, encryption of software, the export of technology, the transmission of obscenity or the permissible uses of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content, or otherwise engage in any activity in connection with the Pixtier Solution, that (a) is hateful, offensive, libelous, defamatory, obscene, abusive, pornographic, lewd, erroneous, stalking, or threatening; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (c) constitutes infringement of the intellectual property rights of any party, including rights to the use of name and likeness, or violation of a right of privacy; (d) creates an impression that is incorrect, misleading, or deceptive, including without limitation by impersonating others or by otherwise misrepresenting identity or affiliation with a person or entity; or (e) divulges other people's private or personally identifiable information without their express authorization and permission. You represent and warrant that all Content you submit is accurate and not misleading to the best of your knowledge, is not confidential or privileged, and is not in violation of third party rights. We may, in our sole discretion, terminate the Services as to any Content that we believe in our sole judgment is not in compliance with these Terms. We may preserve and disclose Content if required to do so by law or judicial or governmental mandate or as reasonably determined useful by us to protect the rights, property or safety of Pixtier, Pixtier Users and/or the public.
2.4 Use of Content. Each Pixtier User, by using the Pixtier Solution, may be exposed to Content that is offensive, indecent, objectionable, illegal, infringing, false or erroneous. Each Pixtier User must evaluate, and will bear all risks associated with, the use of any Content, including any reliance on the quality, integrity, accuracy, completeness, or usefulness of such Content. We may refuse or delete any Content, including Content of which we become aware that fails to fulfill the purpose of the Services, is in breach of these Terms, is otherwise contrary to law, or is otherwise inappropriate in our discretion. We do not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will we be liable in any way for any Content, including, but not limited to, liability for any errors, inaccuracies, or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. We will have no obligation or liability to you or any Pixtier User to maintain, store, or license Content, protect and maintain Content owners' intellectual property rights, or to enforce these Terms. You hereby waive and release any claims you may have against us arising or resulting from use or misuse of Content or your inability to effectively use Content, your failure to comply with these Terms, or for any act, omission, or conduct of any Pixtier User.
2.5 Third Party Sites. The Pixtier Solution, Pixtier Users, or a third party may provide links to other websites or login access via such links. Such links will not be construed as an endorsement, sponsorship, or affiliation by us. We exercise no control over such other websites and web-based resources and are not responsible or liable for the availability thereof or the content, advertising, products or other materials thereon. We will not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection such other sites and resources.
3.0 SIGN-ON CREDENTIALS
3.1 Sign-On Credentials. When creating an account, you will receive or will be permitted to create or use existing online user name and password information ("Sign-On Credentials"), and are wholly responsible for maintaining the confidentiality thereof and wholly liable for all activities occurring under such Sign-On Credentials. You will not transfer to any party your Sign-On Credentials, or use the Sign-On Credentials of another, without our prior written consent. You will immediately notify us at info@Pixtier.com of any unauthorized use of Sign-On Credentials or any other breach of security. We will not be liable for any loss or damage arising from a Pixtier User's failure to comply with this section or from unauthorized use of the Sign-On Credentials.
3.2 Change of Username. We may require you, as a condition of membership, to change your username if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).
4.0 SITE INTEGRITY
4.1 Prohibited Uses. You will not use the Pixtier Solution in any manner that could damage, disable, overburden, or impair any Pixtier-controlled server, or the network(s) connected to any such server, or interfere with any other party's use and enjoyment of the Pixtier Solution, including without limitation falsifying or altering Content posted by others except via normal and intended operation of the Services. You may not attempt to gain unauthorized access to other accounts, computer systems or networks connected to any of our servers or to any of the Services, including through hacking, password mining or any other means, or exploit bugs or vulnerabilities in the Pixtier Solution. You are prohibited from violating or attempting to violate any security features of the Pixtier Solution, including, without limitation, (a) accessing Content not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Pixtier Solution, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with Services to any Pixtier User, user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (d) using the Site or Service to send unsolicited email or messages, including, without limitation, promotions, or advertisements for products or services; (e) publishing or linking to malicious Content intended to damage or disrupt another Pixtier User’s browser or computer or to compromise a Pixtier User’s privacy or anonymity; (f) forging any TCP/IP packet header or any part of the header information in any email or in any posting; (g) accessing or tampering with non-public areas of the Site or Service, our computer systems, or the technical delivery systems of our providers; (h) accessing or searching or attempting to access or search the Pixtier Solution by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by us (and only pursuant to these Terms), unless you have been specifically allowed to do so in a separate agreement with us; (i) deep-linking to the Site for any purpose (ie, posting a link to a Site web page other than the home page) except as otherwise expressly permitted by us on the Site; or (j) removing or obscuring any form of advertising or displayed via the Pixtier Solution.
4.2 No Harvesting or Crawling. You will not engage in harvesting or other collection of information about other Pixtier Users, including email addresses, without our prior and each such Pixtier User's prior written consent. You agree not to "crawl" the Pixtier Solution or use or launch any automated system, including without limitation, "robots", "spiders", etc. that accesses the Pixtier Solution or pulls Content therefrom (other than those used by public search engine providers for the sole purpose of creating publicly available searchable indices.
4.3 No Framing. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services on the Site. The Site and Services are for your Non-Commercial Use only, except as may otherwise be agreed by us in a separate signed writing. Without limiting the generality of the foregoing, you will not publish, distribute or transmit to the general public via any medium, whether via print, online, or otherwise, the Content (other than your own) or Services, except through the Site or as otherwise authorized by these Terms or by us, you will not engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Pixtier Solution, and you will not send messages purporting to be from us. You will not remove or attempt to obscure any copyright, trademark or other proprietary rights notices contained in or on the Site or associated with the Services, including ours and our licensors.
4.4 Account Data. While we will endeavor to back up Site and Service data and make such data available in the event of loss or deletion, we have no responsibility or liability for the deletion or failure to store any Content. You acknowledge and agree that your Content shall not be retrievable or accessible except via your authorized use of the Services and that we are under no obligation to compile and return to you your Content, including if Services terminate for any reason or if you elect to deactivate your account. We reserve the right to mark as "inactive" and archive accounts and/or streams, queries, projects, forums, discussions or similar interactions that are inactive for an extended period of time. Further, you acknowledge that we may monitor and collect information (including but not limited to technical and diagnostic information) about your usage of the Pixtier Solution in order to improve the Pixtier Solution and to verify compliance with these Terms.
4.5 Notifications to Us. If you believe that you are entitled or obligated to act contrary to these Terms under any mandatory or applicable law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least thirty days before you so act, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
4.6 Notifications to You. For purposes of service messages and notices about the Services to you, we may place a banner notice across Site pages to alert you to certain changes such as modifications to these Terms. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you in relation to your account and otherwise in relation to these Terms through your account or through other contact information you have provided to us, including email, mobile number, telephone, or delivery services including the postal service. You acknowledge and agree that we will have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
4.7 Network Security Risks. Because no online system is perfectly secure or reliable, the internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured, you accept security risks associated with or arising from your use of the Pixtier Solution, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.
5.0 DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION
5.1 Disclamer. EACH PIXTIER USER'S USE OF THE PIXTIER SOLUTION AND CONTENT IS AT HIS OR HER SOLE RISK. THE PIXTIER SOLUTION AND CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY, CURRENCY, TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE OR DISPLAY ANY CONTENT, PIXTIER USER COMMUNICATIONS, PERSONALIZATION SETTINGS, OR OTHER INFORMATION OR DATA. EACH PIXTIER USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS OR HER COMPUTER SYSTEM AND WE WILL HAVE NO LIABILITY FOR ANY LOSS OF PROFIT, OPPORTUNITY, REVENUE, ADVANTAGE, INFORMATION OR DATA THAT RESULTS FROM USE OF THE PIXTIER SOLUTION OR CONTENT. TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Specifically, we make no warranty that (a) the Pixtier Solution or Content will meet your requirements, goals or needs, (b) Pixtier Solution or Content access will be uninterrupted, timely, secure or error-free, or (c) any errors or deficiencies in the Pixtier Solution or Content will be corrected. Further, scheduled and preventive maintenance, required and emergency maintenance work, or disruption of services from internet service and hosting providers, may interrupt the functioning of or access to the Pixtier Solution.
5.2 Liability Limitation. EXCLUDING ONLY DAMAGES ARISING OUT OF OUR LIABILITY FOR OUR FRAUD, DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR ANY OTHER LOSS FOR WHICH WE CANNOT LAWFULLY EXCLUDE LIABILITY, WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR INABILITY TO USE THE PIXTIER SOLUTION AND ANY CONTENT; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED DISPLAY, ACCESS TO OR DELETION OR ALTERATION OF CONTENT, INFORMATION OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR ANY OTHER MATTER RELATING TO US, THE CONTENT OR THE PIXTIER SOLUTION. EXCLUDING ONLY OUR LIABILITY FOR OUR FRAUD, DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR ANY OTHER LOSS FOR WHICH WE CANNOT LAWFULLY LIMIT LIABILITY, ANY LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED IN THE AGGREGATE TO THE GREATER OF $10 OR ALL AMOUNTS PAID BY YOU TO US DURING THE TWELVE-MONTH PERIOD PRECEDING THE OCCURRENCE OF THE CLAIM OR INCIDENT. The foregoing limitations and exclusions apply to the maximum extent permitted by applicable law.
5.3 Indemnification. You agree to defend, indemnify, release and hold harmless us, our suppliers, and all officers, directors, employees, consultants, agents, and representatives of any of the foregoing (collectively "Protected Parties") in full from and against any and all claims (including third party claims), losses, liability, damages, and/or costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with: (a) your unauthorized access to or use of, the Pixtier Solution or Content, (b) your breach of these Terms, (c) your use of Content or conduct engendered thereby, and any activities you conduct on or through the Pixtier Solution, or (d) your infringement, or infringement by any other user of your account, of any intellectual property rights or other rights of any person or entity. Further, in the event you have a dispute with one or more Pixtier Users, you hereby release the Protected Parties from claims, demands and damages (actual, direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable and unforeseeable, arising out of or in any way connected with such disputes.
FOR CALIFORNIA, USA RESIDENTS: You further agree that these Terms waive and release any claims that would otherwise be preserved by operation of section 1542 of the California Civil Code, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." You understand that you are releasing us from all claims, whether known or unknown to you, and whether or not you suspect that those claims may exist at this time.
6.0 GENERAL PROVISIONS
6.1 Force Majeure. Except for obligations to pay money hereunder, no delay, failure or omission by either party to carry out or observe any of its obligations hereunder will give rise to any claim against such party or be deemed to be a breach of this Agreement if and for as long as such failure or omission arises from any cause beyond the reasonable control of that party.
6.2 Service Discontinuance/Modification. We may from time to time modify or discontinue access to, temporarily or permanently, the Site or any Service thereon (or any part, feature, or functionality thereof, as well as internal rules of operation, eligibility, pricing, gamification, visibility to or accessibility of the public, and other aspects). We will not be liable for any such modification, suspension or discontinuance, even if certain features or functions, your settings, and/or any Content you have contributed or have come to rely on, are permanently lost.
6.3 Account Termination. We may terminate your or any other Pixtier User’s account for cause, including without limitation for: (a) violation of these Terms; (b) abuse of Pixtier resources or any attempt to gain unauthorized entry to the Pixtier Solution; (c) use of the Site or any Service in a manner inconsistent with the purpose of the Services; (d) such Pixtier User's request for such termination; or (e) requirements of or for failure to comply with applicable law, regulation, court or governing agency order, or ethical requirements. We may in addition terminate the availability of the Pixtier Solution for our own business reasons, including if we elect to cease being in the business of providing it. Our termination of any Pixtier User's access to the Pixtier Solution may be without notice and, on such termination, we may immediately deactivate or delete any Pixtier User's account and Content, and/or bar any further access to the Site and Services. We will not be liable for any termination of Pixtier User's access to the Site or Services. After account termination, you will not attempt to register a new account without our permission.
6.4 Account Deactivation. You may deactivate your account any time. Deactivation is your sole means of terminating your account. Upon your deactivation, your profile page (with a notice that your account has been deactivated) will still be visible after deactivation, and all your posted Content will still be accessible.
6.5 US Government Restricted Rights. Services are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Services and related materials by the U.S. Government constitutes acknowledgment of our proprietary rights.
6.6 Trademarks. You are granted no right, title or license to any third party trademarks by these Terms, or to any of our trademarks or service marks. We reserve all right, title and interest in and to our trademarks, service marks, trade names, trade dress, domain names, and similar identifiers, including without limitation Pixtier TM.
6.7 US DMCA. If you believe that your work has been copied and is accessible via the Pixtier Solution in a way that constitutes copyright infringement in the United States, you may notify us by providing our copyright agent with the following in writing: (a) identification of the copyrighted work that you claim has been infringed; (b) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (c) your name, address, telephone number, and email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. The above writing must be electronically or physically signed by you. If we receive such a claim, we may refuse or delete Content, or terminate a Pixtier User's account in accordance with these Terms. Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act of 1998 can be contacted via info@Pixtier.com. In addition to forwarding your notice to the person who provided the allegedly illegal Content, we may send a copy of your notice (with your personal information removed) to Chilling Effects (www.chillingeffects.org) for publication and/or annotation. A link to your published notice will be displayed in place of the removed Content. We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a Pixtier User’s account if the Pixtier User is determined to be a repeat infringer.
6.8 Governing Law. These Terms, the Pixtier Solution, Content, and any disputes related to or concerning any of the foregoing (including tort as well as contract claims, and whether pre-contractual or extra-contractual), will be governed by and settled in accordance with the laws of Israel, notwithstanding the choice of laws rules of any jurisdiction to the contrary. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms, the Pixtier Solution, or Content, must be filed within one year after such claim or cause of action arose, or be forever barred.
6.9 Dispute Resolution. Any disputes between or claims brought by you or us arising out of or related to these Terms, the Pixtier Solution, or Content (including tort as well as contract claims, and whether pre-contractual or extra-contractual, as well as the arbitrability of any disputes) will be referred to and finally settled by binding arbitration before the International Court of Arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC") in effect at the time of arbitration except as inconsistent with this section. The arbitration will be conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, such hearings will be held in Tel Aviv, Israel unless another location is mutually agreed upon by the parties. In all such cases, the arbitration will be administered by the ICC in accordance with their applicable rules. The arbitrator will apply the law specified in section 6.8 above. All awards may if necessary be enforced by any court having jurisdiction. The existence of any dispute, the existence or details of the arbitration proceeding, and all related documents, materials, evidence, judgments and awards therein, will be kept confidential. Except as required by law, no party will make any public announcements with respect to the proceeding or the award, except as required to enforce same. The parties hereby waive the right to a trial by jury and agree to only bring claims in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Notwithstanding the foregoing, nothing in this section will preclude the right and ability to file and maintain at any time an action for recovery of injunctive or provisional relief in any court of competent jurisdiction under the laws applicable thereto. All claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using arbitration in accordance with this section. Should either party file an action contrary to this section, the other party may recover lawyers' fees and costs, provided that the party seeking the award has notified the other party in writing of the improperly filed claim, and the other party has failed to withdraw the claim.
6.10 Assignment. These Terms will not be assigned, delegated, or transferred by you, in whole or in part, whether voluntary, involuntary, by merger, consolidation, dissolution, sale of assets, or otherwise, without our prior written consent. Any such purported assignment, delegation or transfer without such written consent will be void. We may at any time assign these Terms without prior consent or notice. These Terms will be binding on, and inure to the benefit of, the parties and their respective and permitted successors and assigns.
6.11 Injunctive Relief. You acknowledge and agree that breach of these Terms, or any unauthorized use, disclosure or distribution of the Pixtier Solution or Content, may cause irreparable harm to us, the extent of which would be difficult to ascertain, and that we will be entitled to seek immediate injunctive relief (in addition to any other available remedies), in any court of competent jurisdiction under the applicable laws thereto.
6.12 Israel-Based Site. The Pixtier Solution is controlled by Pixtier from its offices in Israel. We make no representation that the Pixtier Solution is appropriate for use in other jurisdictions. Your use of or access to the Site will not be construed as our purposefully availing ourselves of the benefits or privileges of doing business in any other country, state or jurisdiction other than Israel.
6.13 General. The Terms constitute the entire agreement between us and govern each Pixtier User's use of the Pixtier Solution, superseding any prior agreements. Each Pixtier User may be subject to additional terms and conditions that may apply when that Pixtier User uses affiliate services, third party content or third party software. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. No waiver of any provision of these Terms will be deemed a further waiver or continuing waiver or such provision or any other provision, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. Nothing herein will be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between us and any user or other person or entity, nor do these terms extend rights to any third party. The parties hereto confirm that they have requested that these Terms and all attachments and related documents, if any, be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.
End of Terms
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