Coneuron Ltd. (“Coneuron”, “we”, “our”, or the “Company”) welcomes you to Coneuron’s App (as defined below). The terms and conditions below govern your use of the App.
1. Acceptance of the Terms
YOU MUST BE OVER THE AGE OF THIRTEEN (13) TO USE THE APPLICATION AND SERVICES. BY AGREEING TO THESE TERMS AND USING THE APPLICATION, YOU REPRESENT AND WARRANT TO US: (I) THAT YOU ARE AT LEAST THIRTEEN (13) YEARS OF AGE; (II) IF THE USER OF THE APP IS UNDER THE AGE OF 13 OR IS UNDER THE AGE OF LEGAL ELIGIBILITY AND CAPACITY IN CONNECTION TO THESE TERMS IN THE JURISDICTION APPLICABLE TO SUCH USER (“MINOR”) YOU REPRESENT THAT YOU ARE THE PARENT OR LEGAL GUARDIAN OF SUCH USER AND AGREE TO SUCH USER’S USE OF THE APP. YOU WILL USE ALL REASONABLE ENDEAVORS TO PREVENT ANY UNAUTHORIZED ACCESS TO, OR USE OF, THE APP AND, IN THE EVENT OF ANY SUCH UNAUTHORIZED ACCESS OR USE, PROMPTLY NOTIFY CONEURON. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A MINOR OR USING THE APP ON BEHALF OF SUCH MINOR, YOU AGREE TO BE BOUND BY THESE TERMS, AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THESE TERMS SHALL REFER TO SUCH YOU AND SUCH MINOR.
IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THESE TERMS, YOU MAY NOT ENTER, ACCESS DOWNLOAD OR USE THE APP.
2. Use of the App
Coneuron develops a mobile social application (the “App”) aimed at providing gamification, monitoring and improvement of on-line social behavior of participants in social-interaction network in order to enable and improve the
prevention or minimization of cyber-bullying, inter-alia via by using machine learning and artificial intelligence.
In connection with its trial beta version of the App, we may request as part of the process preceding the download the App, your email address in order for Coneuron to send you initial log-in credentials to authorize and enable you to download and use the App. Such authorization is at Coneuron’s sole discretion. You agree to provide true, accurate, current and complete data and maintain its security. If we determine that authorization will not be provided we will delete your email address.
Once a User download the App, such User determine his personal username and password for User’s access to the App (“Login Credentials”). User may only access and use the App through the Login Credentials issued to them and is responsible for maintaining the confidentiality of the Login Credentials. Any instruction, action or activity occurring through any such Login Credentials shall be deemed to be provided and/or taken by User, and You shall be responsible for all activities that occur under such Login Credentials, including for any unauthorized use of such Login Credentials.
We cannot and will not be liable for any loss or damage arising from any failure by You to comply with the Terms or from any breach of security.
3. Use Restrictions
There are certain conducts which are strictly prohibited when using the App. Please read the following restrictions carefully.
You may not, whether by yourself or anyone on your behalf: (i) modify, alter, create derivative works from, reverse engineer, decompile, or disassemble any part of the App, nor attempt in any other manner to obtain the source code or otherwise reduce to human-perceivable form any part of the App; (ii) frame, mirror, republish, download, display, transmit, or distribute all or any portion of the App in any form or media or by any means; (iii) remove any proprietary notices, labels, or marks on or in any part of the App, including without limitation any trademark or copyright notices; (iv) disclose the results of testing or benchmarking of the App to any third party, or access or use the App or any part thereof in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Coneuron’s; (v) use the App to provide services to third parties; (vi) disseminate, distribute, disclose, or copy any printed documentation which accompanies the App; (vii) sublicense, rent, or lease any portion of the App; (viii) host, outsource, display, or commercially exploit the App, or use the App as part of a facility management, timesharing, service provider, or service bureau arrangement; (ix) use the App in any manner not expressly authorized by these Terms; (x) attempt to obtain, or assist third parties in obtaining, access to the App; (xi) take any actions which (1) would disable the App or impair in any way its operation based on the elapsing of a period of time, the exceeding of an authorized number of copies, or the advancement to a particular date or other numeral (referred to as “time bombs”, “time locks”, or “drop dead” devices); or (2) would prevent Coneuron to access the App for the purposes of its operations or (xii) infringe or violate any of the Terms.
4. Intellectual Property
Coneuron hereby grants you with a limited, personal, non-exclusive, terminable, non-assignable, non-sublicensable, non-transferrable license to use the App subject to these Terms. You acknowledge and agree that Coneuron and/or its licensors own all intellectual property rights in the App. Except as expressly stated herein, these Terms does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade-marks (whether registered or unregistered), or any other rights or licenses in respect of the App or other intellectual property of Coneuron. The rights provided under these Terms are granted to you alone and shall not be considered granted to any subsidiary or holding comply of yours, unless expressly authorized in writing by Coneuron.
In the event that You provide to Coneuron any suggestions, comments and feedback regarding the App, you hereby grant Coneuron and its licensors a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license grant to freely use, have used, sell, modify, reproduce, transmit, license, sublicense (through multiple tiers of sublicensees), distribute (through multiple tiers of distributors), and otherwise commercialize such feedback in connection with the App or any other technologies or services.
5. Your Obligations
You represent that you shall: (i) be and remain exclusively responsible for all content, data and information provided via your Subscription or your use of the App (“Content”) , and that all such content, data and information has been and shall be legally obtained and does not and will not infringe any third party rights, (ii) comply with all applicable laws and regulations with respect to your activities under these Terms, and (iii) You agree that you will not post or upload any Content containing content which is unlawful for you to possess, post or upload in the country in which you are resident or which it would be unlawful for the Coneuron to use or possess in connection with the App (including but not limited to content which is: defamatory, pornographic, obscene, harassing, threatening, insulting or fraud). Without derogating from any of the foregoing or from the provisions of Sections 11 and 12 below, you acknowledge and agree that in the event that the App does not perform as required, specified, expected and/or desirable by you, your only recourse is to terminate the Terms in accordance with these Terms and Coneuron shall not be liable to you or to any third party with respect thereto. You further acknowledge, represent and agree that your continued use of the App following any such non-performance, will constitute your acceptance of, and agreement to continue to experience, such App performance.
6. Third Party Components
The App may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the App is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the App and Coneuron disclaims all liability related thereto. You acknowledge that Coneuron is not the author, owner or licensor of any Third Party Components, and that Coneuron makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the App or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
Coneuron’s Indemnification. If a third party makes a claim against you resulting from your authorized use of the App in accordance with these Terms, and such claim alleges that the App infringes such third party’s intellectual property rights, Coneuron, at its sole cost and expense, will defend you against the claim and indemnify you from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Coneuron, provided you do the following: (i) notify Coneuron promptly in writing, not later than 30 days after you receive notice of the claim (or sooner if required by applicable law), (ii) give Coneuron sole control of the defense and any settlement negotiations; and (iii) give Coneuron the information, authority, and assistance Coneuron needs to defend against or settle the claim.
If Coneuron believes or it is determined that the App may have violated a third party’s intellectual property rights, Coneuron may choose to either modify the App to be non-infringing (while substantially preserving their utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Coneuron may terminate your rights under the Terms and refund any unused, prepaid fees you may have paid for the App. Notwithstanding anything to the contrary contained hereunder, Coneuron will not indemnify or defend you if you altered the App or used them outside the scope of use identified in the Terms, or if you used a version of the App which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the App which was provided to you. In addition, Coneuron will not defend or indemnify you to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by Coneuron. Coneuron will not indemnify you to the extent that an infringement claim is based upon the combination of the App with any products or services not provided for hereunder. Coneuron will not indemnify you for infringement caused by your actions against any third party if the App as delivered to you and used in accordance with the terms of the Terms would not otherwise infringe any third party intellectual property rights. This section provides your exclusive remedy for any infringement claims or damages.
Your Indemnification. You shall indemnify, defend, and hold Coneuron (including its officers, employees, agents and affiliates) harmless from and against any claims, damages, losses, and liabilities incurred or arising from Your failure to comply with, breach or alleged breach of the terms and conditions hereof and/or included by references herein.
8. Disclaimer and Warranties
Coneuron warrants and represents that (i) the App does not infringe upon the intellectual property rights of any third party, and (ii) the App will substantially conform to the documentation. This warranty shall not apply to the extent of any non-conformance which is caused by use of the App contrary to Coneuron’s instructions, or modification or alteration of the App by any party other than Coneuron or Coneuron’s duly authorized contractors or agents. If the App does not substantially conform to the documentation, Coneuron will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the warranty set out above.
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, YOU UNDERSTAND AND AGREE THAT THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR RELIABILITY. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT CONEURON DOES NOT GUARANTEE THAT THE APP WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF ANY PROGRAM LIMITATIONS OR FAILURES, OR THAT THE APP AND/OR ANY FEATURE AVAILABLE THEREIN (WHETHER OR NOT CONFIGURABLE BY YOU) AND/OR ANY INFORMATION OBTAINED BY YOU THROUGH THE USE OF THE APP WILL MEET AND/OR PERFORM IN ACCORDANCE YOUR REQUIREMENTS, SPECIFICATIONS, EXPECTATIONS, CONFIGURATIONS AND/OR GOALS, OR THAT CONEURON WILL CORRECT ANY OR ALL APP ERRORS, DEFICIENCIES AND/OR NON-PERFORMANCES. YOU ACKNOWLEDGE THAT CONEURON DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. CONEURON IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
9. Limitation of Liability
IN NO EVENT SHALL CONEURON, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND ITS AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE APP, OR THE USE OR INABILITY TO USE THE APP, THE PERFORMANCE OR FAILURE OF CONEURON TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF CONEURON BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER CONEURON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Amendments to the Terms
Coneuron may change the Terms from time to time, at its sole discretion and without any notice. We will notify regarding substantial changes of these Terms on the homepage of the website. Such substantial changes will take effect seven (7) days after such notice was first provided on any of the abovementioned methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the App after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
At any time, Coneuron may, for any reason, at its sole discretion, disable a User’s Login Credentials and/or block your access to the App, or cease the operation of our App or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Coneuron does not assume any responsibility with respect to, or in connection with the termination of the App or Your access thereto, including any loss of any data.
In addition, in the event Coneuron deems that you have breached any of these Terms in any manner, such termination of your access to the App shall be in addition to any other remedies that may be available to Coneuron under any applicable law.
12. Availability & Support
The App’s availability and functionality depend on various factors, such as communication networks, software, hardware, service providers and contractors. Coneuron does not warrant or guarantee that the App will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free
These Terms shall not in any way be construed to constitute You or Coneuron as an agent, partner, joint-venturer, employee or representative of the other, and both You and Coneuron shall remain independent contractors. You may not assign the Terms or give or transfer the App or an interest in them to another individual or entity. Each of You and Coneuron intends that these Terms will not benefit, or create any right or cause of action in or on behalf of, any person or entity other than You and Coneuron. You agree that Coneuron may publicly refer to You as its You in sales presentations, marketing materials and press releases, and that Coneuron shall be permitted to display the logo of the You on Coneuron’s website. Each of You and Coneuron will be excused for delays in performing or from its failure to perform hereunder (other than payment delays) to the extent that the delays or failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause of the delay or failure. No waiver by either You or Coneuron of any breach of these Terms will constitute a waiver of any other breach of the same or other provisions of these Terms. No waiver by either You or Coneuron will be effective unless made in writing and signed by an authorized representative of that party. These Terms (including reference to information contained in a URL or referenced policy), constitutes the entire agreement and understanding of You and Coneuron relating to the subject matter hereof. These Terms supersedes all prior written and oral agreements and all other communications between Coneuron and You. If any provision in these Terms is invalid or unenforceable in any circumstance, its application in any other circumstances and the remaining provisions of these Terms will not be affected thereby. In the case of conflicts or inconsistencies between these Terms, these Terms will prevail, except as specifically stated otherwise.
Governing Law. These Terms and any claim arising from these Terms will be governed by and interpreted in accordance with the laws of the State of Israel, without regard to conflicts of laws and principles. Any and all actions brought to enforce or resolve any dispute arising out these Terms must be brought exclusively in courts having jurisdiction in Tel-Aviv-Jaffa, Israel and each party hereby consents to and agrees to submit to the exclusive personal jurisdiction and venue of such courts.
14. For information, questions or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms, you are most welcomed to send Coneuron an e-mail at: email@example.com
, and we will make an effort to reply within a reasonable timeframe.