APM INFUSE General Terms and Conditions
Last Updated: July 2018
These General Terms and Conditions, along with all other agreements, disclaimers, and disclosures displayed on the APM INFUSE website (collectively, the “Terms“) state the terms and conditions under which APM & Co. (“APM“) makes available the APM INFUSE website, available at: http://www.apm-infuse.com (“Website”), and any resources, materials and other content displayed on the Website or otherwise made available on the Website, and/or services provided in connection with or through the Website, to each user (”user”, or “you”), browsing the Website, using or downloading any of the content available on the Website, including resources, materials, agreements, templates, tools, data, reports, etc. (collectively, ”INFUSE Content”), or otherwise utilizing, accessing or interacting with or through the Website.
These terms, together with our Privacy notice, available at: http://www.apm-infuse.com constitute a binding legal agreement between you and APM.
PLEASE READ THESE TERMS CAREFULLY, AND MAKE SURE YOU UNDERSTAND AND AGREE WITH THE PROVISIONS HEREIN PRIOR TO BROWSING THE WEBSITE, AND/OR MAKING ANY USE WHATSOEVER OF THE INFUSE CONTENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS HEREIN, YOU MAY NOT USE, DOWNLOAD OR RELY UPON ANY INFUSE CONTENT, OR ACCESS THE WEBSITE. SO LONG AS YOU CONTINUE TO browse OR ACCESS THE WEBSITE AND/OR USE THE INFUSE CONTENT IN ANY WAY, YOU WILL BE DEEMED AS HAVING UNEQUIVOCALLY CONSENTED TO THESE TERMS, INCLUDING WITHOUT LIMITATION ANY AND ALL DISCLAIMERS, LIMITATIONS ON LIABILITY, LACK OF WARRANTY, AND LACK OF ATTORNEY – CLIENT RELATIONSHIP BETWEEN YOU AND APM.
- The Website is a general-use site, containing information, data and tools for entrepreneurs, high-tech professionals and the general public. None of the data, tools, services, information, documents, including the INFUSE Content and Templates, constitute legal counseling, legal, tax, accounting or investment related services.
- THE INFORMATION AND SERVICES PROVIDED ON THE WEBSITE DO NOT CONSTITUTE LEGAL SERVICES, NOR DO THEY SUBSTITUTE OR REPLACE LEGAL SERVICES OR THE ADVICE OF PROFESSIONAL COUNSEL QUALIFIED IN THE APPLICABLE SUBJECT MATTER AND JURISDICTION.
- The INFUSE Content and Templates are general in nature, and do not take under consideration your specific circumstances. They may also be outdated, inaccurate, or non-applicable to your situation or jurisdiction. INFUSE Content does not reflect the opinion of APM or the legal position of APM, but rather the opinion of the author only.
- The Website and INFUSE Content are not intended as advertisement or solicitation of any kind, and may not be regarded as such.
No Attorney-Client Relationship
- Please note that accessing the Website, downloading INFUSE Content, generating Templates (as defined below), and making any and all other use of any kind of the Website and/or INFUSE Content, whether made available for free or for a fee, whether displayed on the Website, generated by tools available on the Website, or otherwise provided by us through the Website, does not create an attorney-client relationship between you and APM.
- In order to become a client of APM, any person or entity must first undergo a Conflict of Interests Check by us, and well as, in certain circumstances, a Know Your Client Procedure, as mandated by law. Any person or entity wishing to become a client of APM and enjoy the privileges of the attorney-client relationship, including among others, attorney-client privilege, must first undergo the abovementioned procedures, and be approved by APM in writing as an APM client. UNLESS YOU HAVE UNDERGONE A CONFLICT OF INTERESTS CHECK, KNOW YOUR CLIENT PROCEDURE, AND HAVE BEEN APPROVED IN WRITING IN ADVANCE BY US, YOU ARE NOT A CLIENT OF APM, AND THE OBLIGATIONS AND RIGHTS ASSOCIATED WITH THE ATTORNEY – CLIENT RELATIONSHIP WILL NOT APPLY TO YOU OR TO YOU USE OF THE WEBSITE.
- You hereby agree that your use of or interaction with the Website does not create an attorney-client relationship between you and APM, and that you will have no claims towards APM in connection with any alleged rights or obligations associated with such relationship.
- You agree that any and all content you upload to the Website, generate through the Website or otherwise send to us through the Website shall not be regarded as confidential, and may be disclosed to third parties.
- You further agree not to send, upload or otherwise share through the Website any content, data or information of a sensitive or confidential nature.
- In order to access certain features of the Website, you may first be requested to register and create an account on the Website (“Account”), by choosing a username and password, and providing us with certain details, such as full name, e-mail address, etc. This is information you provide us voluntarily. Please note that while you are not obligated to provide such information, some of the services and content available on the Website may not be available unless required information is entered
- You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another user at any time, or to disclose your password to any third party.
- You will not use false identity, impersonate any other person or use a name that you are not authorized to use. You acknowledge and agree that you are solely responsible for any use of your Account and all activities occurring in connection with the use of such Account. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password.
- You warrant and represent and that any information provided by you at the time of registration, is complete, truthful and accurate in all respects, and you agree to ensure that such information is kept up to date.
- APM may, in its sole discretion, refuse to offer access to or use of the Website to any user, and change its eligibility criteria at any time. This provision is void where prohibited by law and this right is revoked in such jurisdictions.
- You hereby agree to indemnify and defend APM against all claims, losses, damages or other liabilities arising from or relating to activities or actions that occur under your Account.
- APM may terminate your account immediately and without prior notice if you do not comply with the Terms or if we believe your participation or use of the Website does not comply with any applicable laws.
Intellectual property and using infuse content
- c Certain content and information provided on and through the Website, including without limitation the INFUSE Content, the Templates, logos, trademarks, graphics, designs, information, texts, images, software, data and other material displayed, available or present on the Website, are the copyrighted, trademarked, or otherwise protected intellectual property of APM.
- APM retains all rights, including any and all intellectual property rights, in the INFUSE Content, Templates, and any and all other content displayed on the Website. Except as expressly permitted in these Terms, you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the abovementioned content in any manner.
- Unless expressly stated herein, nothing in these Terms shall be construed as transferring any rights in the Website, the INFUSE Content or the Templates to you, or derogating in any way from APM's rights is such content and assets, whether by estoppel, implication or otherwise.
- The above limited license does not include: (i) any resale or commercial use of the Website, the INFUSE Content or the Templates; (ii) the distribution, public performance or public display of all or any portion of the Website, the INFUSE Content or the Templates; (iii) modifying or otherwise making any derivative uses of the Website, the INFUSE Content or the Templates; (iv) use of any data mining, robots or similar data gathering or extraction methods; (v) downloading (other than the page caching) of any portion of the Website, the INFUSE Content or the Templates; (vi) making any portion of the Website available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (vii) using any automatic or manual process to harvest information from the Website, the INFUSE Content or the Templates; or (viii) any use of the Website, the INFUSE Content or the Templates for other than its intended purpose.
- You may not link the Website to any other websites, or frame any elements of the Website with any other website without our prior written approval.
- When using INFUSE Content and/or Templates, you must: keep any and all copyright and trademark notices appearing on any INFUSE Content or Templates.
- You are not granted with any rights, license or authorization to use APM's trademarks and logos.
- Through the Website, you may be able to download and/or generate various forms and documents (“Templates”). The Templates are not customized to the needs or circumstances of any specific user, and may not be suitable or applicable to your situation, factual background, or jurisdiction.
- Templates are provided through the Website for general reference, and do not constitute a recommendation by APM for your specific needs. We do not guarantee or represent that any Template will be appropriate for your use. In order to determine whether a specific Template is suitable or applicable to you, you should contact us directly and obtain legal counsel tailored to your needs.
- You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, publicize, make available or disclose the Templates.
- Templates may only be used by you for your personal or business use, and may not be resoled, redistributed or shared with third parties for their business purposes without the explicit prior written consent of APM.
- Furthermore, local laws applicable to you may require different or additional provisions to those included in the Templates. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Templates are only examples and may not be applicable to a particular situation.
- Some Templates may require: (i) the fulfilment of certain prerequisites or conditions; (ii) additional documentation, including exhibits and appendices, or approvals from financial or regulatory authorities; (iii) additional actions in connection with the Template's execution, enforcement or force, such as closing conditions, regulatory approvals, tax opinions, approvals of corporate organs, filing of materials and reports to regulatory authorities, such as the Registrar of Companies, etc. It is your sole responsibility to verify whether any modifications, additional actions or documents, etc., are required in connection with the use of a certain Template. You agree that APM will not be responsible or liable in any way for failure to take necessary steps as specified above.
- Any modifications made to Templates should only be done with the appropriate legal counsel. Please note that if you make changes to Templates, such changes may render the Template substantially different or disadvantageous from a legal standpoint, or non enforceable.
User Generated Content
- You may be able to create, generate, upload or share content on or through the Website (“User Content”). You are solely responsible to any and all User Content communicated, submitted or transmitted by you through the Website. You should share User Content with discretion and in accordance with these Terms.
- You undertake and approve that you will not upload, post, email, distribute, share, communicate, transmit or otherwise make available through the Website any User Content: (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) that infringes any patent, trademark, trade secret, copyright, or other intellectual property right of any third party, (iii) that you do not have the right to make available or use by reason of any law or contractual or fiduciary relationship, or (iv) that comprises or includes any “junk mail”, “spam”, advertisements, or disrupt discussions with repetitive messages (v) that contains any discreet or sensitive information about you or any other person.
- By uploading, creating or transmitting any user Content using the Website, you hereby represent and warrant that your content contribution is your own original work, does not infringe any third party's rights (including copyrights and privacy rights), is not defamatory, offensive or unlawful and that such information shall be deemed to be non-confidential.
- You hereby grant APM an irrevocable, perpetual, non-exclusive, royalty-free and worldwide license to collect, share and use, including for commercial purposes, any User Content uploaded by you to the Website. You further grant us the right, without limitation, to copy, transmit, excerpt, publish, distribute, publicly display, create derivative works of, host, index, cache, tag and modify, in any form or media now known or hereinafter developed, the User Content and you warrant to APM that you have the right to grant such license for such purposes.
- You further acknowledge and agree that APM is not responsible for any User Content uploaded or shared through the Website. You acknowledge that any and all User Content does not originate from APM, and APM does not guarantee or warrant in any way that User Content is suitable, complete, accurate, or of high quality.
- APM may, but is not obligated to, review all User Content and block, modify, edit, delete, terminate access to, or remove any such User Content that APM, in its sole discretion, considers being non-compliant with any of the requirements of these Terms. You acknowledge that APM has no obligation to pre-screen User Content uploaded, posted, transmitted or otherwise made available by third parties on the Website, although APM reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of your User Content. APM shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
- APM has no obligation to store any User Content, and reserves the right to purge User Content from its databases at any time and from time to time without notice. You acknowledge and agree that you are solely responsible for backing up any User Content uploaded to or received from the Website. APM shall not be liable for any purging, deletion or failure to retain any such User Content.
- By using the Website, you hereby acknowledge and agree that you may be exposed to User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. You further acknowledge that APM will not be responsible to any damages arising in connection with such User Content.
Warranty disclaimers, limitations on liability, indemnification
- you ACKNOWLEDGE AND AGREE THAT THE WEBSITE, the infuse content and the templates, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," ARE USED ONLY AT your SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
- APM disclaims all warranties, express or implied, of any kind, regarding the Website, the INFUSE Content and the Templates, including any implied warranties as to fitness for a particular purpose, merchantability, title, non-infringement, results, accuracy, completeness, accessibility, compatibility, suitability, reliability, availability, timeliness, quality, or lack of viruses. If applicable law does not allow the exclusion of some or all of the above implied warranties to apply to you, the above exclusions will apply to user to the fullest extent permitted by applicable law.
Limitations on Liability and Remedies
- You assume full, exclusive and sole responsibility for the use of and reliance on the Website, the INFUSE Content and the Templates, and acknowledge that any use of or reliance on them is made entirely at your own risk.
- APM'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH APM IS TO DISCONTINUE YOUR USE OF THE WEBSITE. APM AND ITS AFFILIATES, OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE (EVEN IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN) ARISING FROM YOUR USE OF THE WEBSITE AND/OR CONTENT. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR OPPORTUNITIES, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF APM HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, APM'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. USER ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, APM WOULD NOT BE ABLE TO OFFER THE WEBSITE OR ITS CONTENT.
- You agree to defend, indemnify, and hold harmless APM, its shareholders, officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of to the Website, INFUSE Content or Templates; (ii) your violation of any term of these Terms; and (iii) your violation of any third party right, including without limitation any copyright or other intellectual property, property, or privacy right.
- You hereby represent and warrant that you will not use the Website in any way contrary to these Terms or any applicable law, or use the Website in any way which might infringe upon the rights of any other user or any third party.
Without limiting any other obligations under these Terms or applicable law, you undertake that you shall not, and shall not permit or assist others to:
- Modify the Website and/or the INFUSE Content, or decompile, disassemble, or otherwise attempt, directly or indirectly, to disrupt the Website, servers or networks connected to the Website, deny service to, hack, crack, reverse engineer, or otherwise interfere with the Website and its underlying software, or other technology, code, algorithm or other proprietary information of APM in any manner, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website and/or interfere with the automatic process of downloading and/or installing the mandatory updates or upgrades to the Website, with or without notification.
- Attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Website, underlying technology or any software connected thereto;
- Create a database by systematically downloading and storing all or any content from the Website;
- Use the Website for any illegal, immoral or unauthorized purpose, to encourage criminal behavior or conduct that would constitute a criminal offense under any law, or in a manner that could give rise to civil liability or other lawsuit, including but not limited to, using the Website in order to download content in violation of copyright, for distribution or development of any malware, take any action relating to piracy on the web, etc.;
- Use the Website in a way that infringes or violates these Terms, or infringes or violates the rights of any third party.
- Sell, distribute, copy, duplicate, or otherwise reproduce all or any part of the Website or INFUSE Content.
- You understand and acknowledge that the Website is currently in its testing stage, and is made available as a “Private Beta” version. This means that not all features of the Website are completely functional or available.
- Notwithstanding anything to the contrary herein, we reserve the right, without notice and in our sole discretion, to terminate your license to use the Website, INFUSE Content or Templates, and to block or prevent your future access to the Website, in our sole discretion.
- APM may modify these Terms in its sole discretion, at any time, by making the updated version of the Terms available on the Website. You should check these Terms regularly for modifications and updates. If you use the Website after the updated Terms have been posted, you will be deemed to have agreed to the updated Terms.
- Waiver; Severability. The failure to require performance of any provision shall not affect APM's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms shall remain in full force and effect.
- Entire Agreement.The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.
- APM may assign these Terms at any time, without limitation.
- Termination or Suspension of the Website. APM reserves the right at any time and from time to time, without being obligated to provide prior notice, to modify, suspend, or discontinue, temporarily or permanently, the Website or any part thereof, or users' access thereto, in its sole discretion. You will have no claim, complaint or demand against APM for applying such changes or for failures incidental to such changes.
- Choice of Law and Jurisdiction. Unless expressly stated to the contrary elsewhere within the Website, the Website, these Terms and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Israel. You agree that all such disputes shall be brought exclusively in the appropriate courts of Tel Aviv, Israel.