Last updated: November 28, 2022
IMPORTANT: BY REGISTERING TO, ACCESSING OR USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, PLEASE DO NOT USE THE SERVICES.
We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, we shall notify you via email or by means of a prominent notice on the Services. Before placing any order you should check if any changes were made to the Terms at the following URL: https://fortunet.net/terms-conditions/ and https://fortunet.net/privacy-policy/. By continuing to use the Services following such changes, you hereby agree to be bound by such changes.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE IN SECTION 11 BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES, AS EXPLAINED IN SECTION 11, YOU AND THE COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING INDIVIDUAL ARBITRATION, AND YOU AND THE COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Grant of Right to Use and Restrictions.
1.1 Right to Use. Subject to the terms and conditions of this Agreement, Company hereby grants Customer and Customer accepts, a revocable, non-exclusive, non-sublicensable and non-transferable right to use the Service for its intended purposes.
1.2 Restrictions. Customer hereby warrants and represents that it is not a competitor of Company; competitors are not allowed to use the Service. Except as expressly permitted herein, Customer shall not, directly or indirectly:
(i) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s account on the Service with or to any third party;
(ii) use or permit the Service to be used in order to perform services for third parties, whether on a service bureau or time sharing basis or otherwise;
(iii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Service;
(iv) use the Service for purposes of competitive analysis or the development of a competing products or services;
(v) use the Service in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Service or any of its results:
(a) into (or to a resident of or corporation incorporated in) Cuba, Iran, Lebanon, Libya, North Korea, Sudan or Syria,
(b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals,
(c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or
(d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S., Israel or any foreign agency or authority. Customer agrees to the foregoing and warrant that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list;
(vi) contest Company’s intellectual property rights;
(vii) use the Service for any purpose other than as permitted by this Agreement or attempt to access any part of the Service or its servers without authorization or by unauthorized means;
(viii) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service, such as features that restrict or monitor use of the Service;
(ix) perform any act that destabilizes, interrupts or encumbers the Service or their servers or use “load testers”, that enable sending more request messages to the servers of the Service, in a given period of time, than a human can reasonably send in that time period by using the Service;
(x) use any crawlers or bots or similar means or attempt to scrape the Services or its servers; or
(xi) cause or permit any third party to do any of the foregoing. Customer is solely responsible for acquiring and maintaining all of the hardware and software necessary to access and make use of the Service.
2.2. All amounts invoiced shall be due and payable within thirty (30) days of the date of Company’s invoice. All amounts payable under this Agreement are exclusive of all taxes and duties of any kind, all of which shall be borne by Customer. If Customer is required to withhold or deduct any amount from any payment under this Agreement, Customer shall gross-up the payment such that after the withholding or deduction Company shall receive full payment in the amount equal to the fees. All payments not made when due shall bear interest at the rate of 1.5% per month, or at the highest interest rate allowed by law, whichever is lower.
Each party (“Receiving Party”) may have access to certain non-public or proprietary information or materials of the other party (“Disclosing Party”) whether in tangible or intangible form (“Confidential Information”). Without derogating from the foregoing, the Service and terms of the Agreement shall be deemed as Company Confidential Information. Receiving Party may use the Confidential Information solely for the purpose of exercising its rights under this Agreement. Receiving Party shall not disclose or make available the Confidential Information to any third party, except to its employees and consultants that have a need-to-know such information and that are bound by obligations at least as protective as provided herein. Receiving Party shall protect the Confidential Information using measures at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level of care). Receiving Party will promptly notify Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Confidential Information shall not include: (i) information that was in the public domain at the time of disclosure or becomes in the public domain after disclosure not due to breach of this Agreement by Receiving Party; (ii) information that was already in the possession of the Receiving Party before disclosure herein; and (iii) information disclosed to Receiving Party by any third party who is not subject to confidentiality restrictions. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information that it is required to disclose pursuant to applicable laws or an order of any competent authority or court, provided that Receiving Party shall, if permitted by law, notify Disclosing Party in advance of such disclosure in order to enable Disclosing Party to seek confidential treatment or a protective order. Company may use aggregate information regarding use of the service and its customers, without any restrictions.
Company or its licensors retain all right, title, interest in and to the Service, Feedback and all related documentation and Confidential Information and any modifications, improvements and derivatives thereof and all intellectual property rights thereto (“Company IPR”). This Agreement does not convey to Customer an interest in or to any Company IPR but only the limited right to use the Service pursuant to Section 1 above.
Customer may provide Company with feedback regarding the Service and its use, including without limitation suggestions, ideas, bug notes and user experience reviews (collectively, “Feedback”). Company may, at no cost, freely use such Feedback, for any purpose whatsoever and Customer hereby assigns all right, title and interest in and to all Feedback to Company upon creation thereof.
7. Disclaimer of Warranty.
7.1. THE SERVICE IS PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE REMAINS WITH CUSTOMER.
7.2. COMPANY DOES NOT PROVIDE ANY CONSULTATION OR ADVISE AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR CUSTOMER’S OR ANY THIRD PARTY’S RELIANCE ON THE SERVICES OR THEIR RESULTS. YOU MAY NOT SHARE THE RESULTS OF THE SERVICES WITH ANY THIRD PARTY OR MAKE THEM PUBLIC. THIS SERVICE IS PROVIDED FOR YOUR CONVENIENCE AND SHOULD NOT BE RELIED UPON FOR ANY TRANSACTION, EVALUATION OR REGULATORY MATTERS.
7.3. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE.
8. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND/OR LICENSORS (COLLECTIVELY, “AFFILIATES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION ANY LOSS OF BUSINESS, LOST PROFITS OR LOST OR DAMAGED DATA, SUFFERED BY ANY PERSON OR ENTITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY’S AND ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED FIVE HUNDRED USD ($500).
10. Term and Termination.
10.2. Company may terminate this Agreement, with or without cause, upon notice and ay suspend the Service without notice.
10.3. Upon termination or expiration of this Agreement: (i) the rights granted to Customer under this Agreement shall expire and Customer shall discontinue all further use of the Service; (ii) Customer shall pay in full all amounts due and owed to Company (if any); and (iii) each party shall erase or return to the other party all Confidential Information in its possession or under its control. Sections 1.2, 2-9, 10.3, 11 and 12 shall survive any termination of this Agreement.
11. Arbitration, Class Waiver, and Jury Waiver
11.2. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. Any Disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For Disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
11.3. Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
11.4. Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and the Company. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
11.5. Waiver of Jury Trial. YOU AND THE COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, OTHER THAN IN RESPECT OF EXCLUDED DISPUTES. You and the Company are instead electing to have claims and disputes resolved by arbitration. In any litigation between you and the Company over whether to vacate or enforce an arbitration award, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
11.6. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 11.12 below.
11.7. Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
11.8. Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
11.9. Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor the Company can force the other to arbitrate. To opt out, you must notify the Company in writing no later than thirty (30) days after first becoming subject to this arbitration agreement. Your notice must include your name and address, the email address and phone number you provided through the Service when you registered or made a purchase, and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to this address: email@example.com.
11.10. Small Claims Court. Notwithstanding the foregoing, either you, or the Company may bring an individual action in small claims court.
11.11. Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with the Company.
11.12. Venue for Excluded Disputes. Excluded Disputes shall be governed by and construed exclusively in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the competent courts of Tel Aviv-Jaffa, Israel in respect of Excluded Disputes and hereby submit themselves to the exclusive jurisdiction of these courts.
11.13. U.N. Convention. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded, whether the claim is in arbitration or at court.