Terms and Conditions

Pivotate Ltd. (" Pivotate ", "us ", "our ", or "we "), a company incorporated in the State of Israel with Company No. 516184462‬‬, is the creator and owner of a platform for creating, designing and managing full stack applications (" Platform" and "Applications ", respectively), available to you through our website (" Site "). These Terms of Service (" Terms ") govern your access and use of the Platform and any services available thereon (" Services "). Our Privacy Notice, available at   https://pivotate.com/privacy-policy {' '} (" Privacy Notice ") governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). " You" means any individual using the Services.‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬‬

Please read these Terms carefully. By clicking on the button marked "I agree" you signify your assent to these Terms. Changes may be made to these Terms from time to time. If you do not agree to any of these Terms, please do not click the button marked "I agree" and do not use the Services.

If you are registering on behalf of any entity or company (" Company "), you represent that you are authorized to enter into, and bind the Company to these Terms and register for the Services. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the Company and the right to access the Services is revoked where these Terms or use of the Services is prohibited.{' '}

1. Use of Services

1. Subject to these Terms, Pivotate allows you to access and use the Platform and Services on a non-exclusive basis. As a user of the Services, you may request that we create Applications and perform certain modifications to such Applications, including, without limitation, any components or features of an Application or any other developments in connection therewith, from time to time during the term hereof (collectively, " Deliverables "). Pivotate may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice and shall not be liable to you or any third party for any modification or discontinuance of the Services.{' '}

2. In the event that you shall register for the beta version of the Platform and/or Services (" Beta Version "), you hereby agree to provide Pivotate with feedback regarding your use thereof in such manner reasonably requested by Pivotate.{' '}

3. Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older, and have the ability to form a binding contract; (d) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (e) in the event you shall (i) direct or request from Pivotate to create or develop any Deliverables, or (ii) provide Pivotate with any materials in connection with the creation and development of any Deliverables hereunder (" User Materials "), you have all right, title, license and consent required to provide us with any such User Material and/or direct us to create the Deliverable/s in accordance with these Terms and all such Deliverables and User Materials do not and will not infringe the intellectual property, privacy, publicity moral or any other rights of any third party and Pivotate's use thereof in accordance with the terms hereof does not and will not infringe upon any third party's right; and (f) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of the Platform and/or Services.

2. Account Registration

In order to use the Services, you will need to have a registered account. To complete the registration process, you must provide all (additional) registration information as requested by us. We may indicate that the provision of some information is optional, but your agreement to provide such information may assist us in providing you with improved Services.

Pivotate may refuse to open an account for any individual or entity at its sole discretion.

You agree to notify us immediately of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and/or mobile device and all activity on your account, even if such activities were not committed by you. To the fullest extent permitted by applicable law, Pivotate will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Pivotate harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail at [email protected] that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services.

3. Termination of Account

1. You agree that Pivotate may for any reason, at its sole discretion and without notice, suspend or terminate your account, and may remove any Content (as defined below) associated with your account and take any other corrective action it deems appropriate. Grounds for such termination or suspension may include (i) violation of the letter or spirit of these Terms, (ii) fraudulent, harassing or abusive behavior, (iii) behavior that is illegal or harmful to other users, third parties, or the business interests of Pivotate, or (iv) failure to make payment in accordance with the terms specified herein, including chargebacks. If your account is terminated, you may not rejoin Pivotate again without express permission. Upon termination of your account, you shall not have any further access to any Content that may be available through your account.

2. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.{' '}

3. You may request termination of your Pivotate account at any time and for any reason by sending an email to [email protected]. Following such request, Pivotate shall close your account as soon as reasonably practicable. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, limitation of liability, and payment obligations), which by their sense and context are intended to survive such suspension or termination.{' '}

4. Fees and Payment

1. You agree to pay Pivotate the fees as specified on the Site in accordance with the plan for which you have registered (" Fees "). The Fees payable in respect of any use of the Beta Version shall be in a reduced amount as specified on the Site for the limited period set forth therein. Payment of the Fees shall be made on a monthly basis, in advance of the applicable month. It is clarified that you will not be eligible for a refund in respect of any month paid in advance You will be asked to provide customary billing information such as name, billing address and credit card information either to Pivotate or our third-party payment processor(s). You hereby authorize the collection of such amounts by charging the credit card provided, either directly by Pivotate or indirectly, via a third-party online payment processor or by one of the payment methods described in the Services. If you are directed to a third-party payment processor, you may be subject to terms and conditions governing use of that third party's service and that third party's Personal Data collection practices. Please review such terms and conditions and privacy policy before using such services.{' '}

2. Where applicable, taxes may also be charged. Except as expressly provided in these Terms, fees are non-refundable.

3. Please note that Pivotate may impose or deduct foreign currency processing costs on or from any payments or payouts by Pivotate in currencies other than U.S. dollars. When converting currency, prices may be rounded up to the nearest whole number.{' '}

5. Content

1. Certain types of content may be made available through the Services. "Content" as used in these Terms means, collectively, all content on or made available through the Services, including any images, photos, text, pictures or videos and any modifications or derivatives of the foregoing. Pivotate allows you to upload certain content including but not limited to images, text, videos, pictures and/or feedback on or through the Services, including User Materials, referred to herein as "User Content ".

2. Pivotate DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. Pivotate DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS) THAT ARE NOT DUE TO Pivotate'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICE OR OTHERWISE.

6. User Content Restrictions

1. Pivotate has no obligation to accept, display, or maintain any User Content. Moreover, Pivotate reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload to the Services. You represent and warrant that any User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content. Any User Content posted or submitted through the Services shall not be considered confidential and may be disseminated by Pivotate without compensation to you.{' '}

2. Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content or act in any way that: (1) restricts of inhibits use of the Services; (2) violates the legal rights of others, including defaming, abuse, stalking or threatening users; (3) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (4) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (5) does not comply with all applicable laws, rules and regulations; (6) imposes an unreasonably or disproportionately large load on our infrastructure; or (7) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.

3. Pivotate may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Pivotate reserves the right to treat User Content as content stored at the direction of users for which Pivotate will not exercise editorial control except when violations are directly brought to Pivotate's attention.

4. Content comes from a variety of sources. You understand that Pivotate is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.{' '}

7. Use Restrictions. You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Site, Platform or Services without our prior written authorization, including framing or mirroring any part of the Site, Platform, or Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content; (3) use the Site, Platform, or Services or content thereon in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site, Platform, or Services; (5) use or access another user’s account or password without permission; (6) use the Site, Platform, or Services or content thereon in any manner not permitted by these Terms.

8. Intellectual Property

1. Pivotate or its licensors, as the case may be, have all right, title and interest in the Site, Platform, Services, and any Content thereon, its overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, the Pivotate IP and any Background IP (as defined below) and all worldwide intellectual property rights in all of the foregoing, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Site, Platform or Services for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform, Site and/or Services, if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms or the Site should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Pivotate or any third party. If you provide Pivotate with any feedback regarding any content on the Platform, Site and/or Services, Pivotate may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.

2. You have all right, title and interest in the User Content you submit. By uploading any User Content, you grant Pivotate and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform such User Content for the purpose of providing you with the Services hereunder.

3. Subject to the terms and conditions hereof, including full payment of any and all Fees payable hereunder, Pivotate hereby transfers and assigns to you all right, title and interest in any User Application IP (as defined below) included in any Deliverable created hereunder. " User Application IP" shall mean all intellectual property or other rights in any Deliverable other than any (i) preexisting intellectual property of Pivotate (" Pivotate IP "); (ii) reusable or standard components, systems, processes, code, libraries, technologies or know-how therein (collectively, "Background IP "); and (ii) materials or software subject to an open source license, as defined by the Open Source Initiative, or a creative-commons license. For the avoidance of doubt, Background IP shall not include (i) any components of Deliverable/s developed by Pivotate solely and specifically on your behalf in connection with your use of the Services; and/or (ii) any User Materials. Pivotate or its licensors, as the case may be, have all right, title and interest in any Background IP. Pivotate hereby grants you a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of its intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform any Background IP incorporated in any applicable Deliverable created in connection with the Services in accordance with these Terms.{' '}

9. Copyright

1. The policy of Pivotate is not to infringe upon or violate the intellectual property rights or other rights of any third party, and Pivotate will refuse to use and remove any User Content in connection with the Services that infringes the rights of any third party. Under the Digital Millennium Copyright Act of 1998 (the "DMCA "), Pivotate will remove any Content (including, without limitation, any User Content) if properly notified that such material infringes third party rights, and may do so at its sole discretion, without prior notice to users at any time. The policy of Pivotate is to terminate the accounts of repeat infringers in appropriate circumstances.

2. You are in the best position to judge whether User Content is in violation of intellectual property or personal rights of any third-party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with User Content.

3. If you believe that something appearing on the Services infringes your copyright, you may send us a notice requesting that it be removed, or that access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA allows you send us a counter-notice. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult with your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to us by contacting us at [email protected].

10. Disclaimers and Disclaimer of Warranty

1. All information and content posted on the Site is for informational purposes only and Pivotate provides no guarantees with respect thereto. Your use of the Site, Platform Services or any Deliverable is at your sole discretion and risk. The Services, any Deliverable and/or Services, as well as any Content thereon, are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that the Platform, Services or any Deliverable will be of good quality or useful for your needs.{' '}

2. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PLATFORM, SERVICES, ANY DELIVERABLE OR ANY CONTENT THEREON, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE PLATFORM, SERVICES AND/OR ANY DELIVERABLE; OR (II) THAT THE PLATFOR, SERVICES OR ANY DELIVERABLE WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE PLATFORM AND/OR SERVICES.{' '}

3. No advice or information, whether oral or written, obtained by you from us, shall create any warranty that is not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.

4. You acknowledge and agree that Pivotate is not a data retention service. You therefore must create backups of your data, and Pivotate shall have no responsibility or liability in respect of any loss of, damage to, or corruption of any such data.

5. Please note that the Services being provided as part of the Beta Version have not been fully implemented or refined. As with any beta version, the Beta Version currently constitute a work in progress and as such, there may be unresolved issues. Unless you are comfortable using beta software and understand the implications thereof, please do not to use Beta Version.

11. Limitation of Liability

1. In addition to the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services, including, without limitation, any Deliverable. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person's mobile device or computer, resulting from use of the Platform, Services, any Deliverable, from any Content, or from the conduct of any users of the Services, whether online or offline. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Pivotate, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.{' '}

2. IN NO EVENT SHALL Pivotate, OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT Pivotate HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID US IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE. IF YOU HAVE NOT MADE ANY PAYMENTS TO Pivotate FOR THE USE OF THE SERVICES, THEN Pivotate SHALL NOT HAVE ANY LIABILITY TOWARD YOU.

12. Indemnification. You agree to indemnify, defend, and hold harmless Pivotate and its respective employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer and/or mobile device, password (whether authorized or unauthorized); (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) Platform or Services; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder including but not limited to breach of any privacy and/or data protection laws and regulations to which you are subject; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under applicable law.{' '}

13. Third-Party Content and Services. The Site, Platform and/or Services may be used together with certain third-party services and provide you with third-party links (including, without limitation, advertisements) to websites, applications, and services. We make no promises regarding any content, goods or services provided by such third parties and all use of third-party websites, services and applications is at your own risk. Additionally, we do not accept responsibility for any payments processed or submitted through third-party websites and applications or for the privacy policies of such third parties. We do not endorse any products offered by third parties and we urge our users to exercise caution in using third-party websites or applications.{' '}

14. Miscellaneous. These Terms shall be governed solely by the laws of the State of Israel, and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Pivotate or enables you to act on behalf of Pivotate. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us and you relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.

Last updated: April 2020.