User Agreement

IMPORTANT – PLEASE READ CAREFULLY: Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below.

These Terms of Service and End User License Agreement (the “Agreement “) constitute a legal agreement between you and iMasoret, Site and Services (as defined below). By clicking on the “Accept” button or otherwise using, installing or accepting the Software, Site and/or Services, you agree to be bound by this Agreement. You hereby agree and acknowledge that this Agreement covers all your use of iMasoret Software, Site and Services, whether it be on a mobile device, on a personal computer, through use of iMasoret client software or through use of the Site. If you do not agree to the terms and conditions of this Agreement, do not click on the “Accept” button and / or check the “I Accept the Terms of Service” box, and do not use, install or otherwise accept the iMasoret Software, Site or Services. You agree that your use, installation or otherwise acceptance of the iMasoret Software, Site and/or Services acknowledges that you have read this Agreement, understand it, and agree to be bound by it.

1. Definitions

In this Agreement the following capitalized definitions are being used, singular as well as plural.

1. Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, iMasoret. For the purpose of this definition, the word “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
2. Agreement: this Terms of Service and End User License Agreement , as may be renewed, modified and/or amended from time to time.
3. Documentation: any online or otherwise enclosed documentation provided by iMasoret.
4. Effective Date: the date on which this Agreement is entered into by clicking on the “ACCEPT” button or otherwise as stated above.
5. IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know-how and trade secrets contained in or relating to the iMasoret Software, iMasoret Services, the Documentation, the iMasoret Website and/or the iMasoret Promotional Materials.
6. Member, Membership: A person or other entity that is subscribed to iMasoret services and possesses a User Account.
7. Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account;
8. iMasoret. (“iMasoret”): an Israeli sole company located Tel aviv , Israel.
9. iMasoret Promotional Materials: any and all trademarks, names, signs, logos, banners and any other materials, in whatever form, owned and/or used by iMasoret for the promotion of its company, its products and activities.
10. iMasoret Services: Jewish masoret related Information, Content and Transactions enacted through a computing device that are facilitated by the iMasoret Software (as defined below), including information, content, databases and query results that are accessible through use of the iMasoret Software, Including Free Services and Premium Services.
11. iMasoret Software: the software provided by iMasoret that facilitates receipt and management of jewish related content and information. Including but not limited to client software for mobile devices, client and Add-in software for Desktop Computers, and the Software driving the iMasoret Live web-site, as well as documentation, future updates and upgrades thereof.
12. iMasoret Site: The website residing at www.iMasoret.com which may also be linked from other addresses, through which you can access iMasoret Live Services and download iMasoret Live Software.
13. iMasoret Staff: the officers, directors, employees and agents of iMasoret or its Affiliates, or any other persons hired by iMasoret or its Affiliates.
14. User Account: refers to the account with User ID and Password that You create for Your use of the iMasoret Software and Services;
15. User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account; Usually in the form of your e-mail address..
16. (Not availbale for now)Premium Service: means the optional payable services provided as part of the iMasoret Live Services and under this Agreement which require payment. Premium services are available to Gold level members.
17. Free Services: iMasoret Services provided by iMasoret under this Agreement without any charge to You.
18. You: you, the end user of the iMasoret Software, Site and/or Services, also used in the form “Your” where applicable.

2. License and Restrictions

2.1       License. Subject to the terms of this Agreement, iMasoret hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the iMasoret Software on Your computer, phone or PDA for the sole purpose of personally using the jewish content management applications provided by iMasoret and any other applications that may be explicitly provided by iMasoret. For the avoidance of doubt, You are allowed to use iMasoret Software and Services at work, in accordance with the terms of this Agreement.
2.2       No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the iMasoret Software or Services or any part thereof.
2.3       No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the iMasoret Software and/or iMasoret Services or any part thereof.
2.4 Free Trial. iMasoret may choose to provide You or specific groups of other users limited access to Premium Services in order to enable you to evaluate the same. Such Free Trial access is provided solely out of iMasoret’s good-will and iMasoret may discontinue it at its sole discretion at any time. Furthermore iMasoret may decide to discriminate between groups of users and is not committed to providing all users with the same Free Trial access rights.
2.5       Free Services. Some of the iMasoret Software and Services as well as access to the iMasoret Site are provided for free. iMasoret may discontinue this policy at any time in part or in whole and choose to charge for such. In such case You will be given a 30-day prior notice by e-mail to the e-mail account you have provided, after which you may decide to discontinue your use of the iMasoret Software, Services and/or Site or pay for the same according to iMasoret’s then current pricing and policies.
2.6       Premium Services. iMasoret may charge for use of some or all of the iMasoret Software’s and Services functionality. Services that are Premium Services will be clearly denoted as such including the method of payment thereof, price and timing of payment.
2.7       Billing For Premium Services. Should you choose to use the Premium Services and pay the respective charges (“Upgrade the Membership”), you may choose to be billed for such directly by iMasoret on a yearly or monthly basis (“Monthly Billing”). Should you choose the Monthly Billing alternative, you will be billed immediately for the first month of membership through your credit card account and then be billed automatically for each consecutive month of membership on the monthly anniversary of your subscription. You may give notice of Cancellation of Premium Services (“Downgrade”) through the Site, in which case the membership shall be discontinued one month after the last billing event and billing shall stop until you choose to re-Upgrade the Membership.
2.8       Advertising. You acknowledge and agree that the iMasoret Site and the Services may include advertisements and that these advertisements are necessary for iMasoret to provide the Services and that iMasoret is not responsible for the content of such advertisements.
3.         Additional Covenants

3.1       Distribution of iMasoret Software. You are not allowed to distribute the iMasoret Software under this Agreement.
3.2       Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement, You will have to obtain iMasoret’s prior written consent and explicitly agree upon any further terms, including, without limitation, commercial terms.
4.         Utilization of Your Computer and Networking

4.1       Utilization of Your Computer. You hereby acknowledge that the iMasoret Software may utilize the processor and bandwidth of the computer (or other applicable device) You are utilizing, for the purpose of providing the iMasoret Services and applying the business mechanisms surrounding them including but not limited to authenticating you as a user, billing you and presenting advertising.
4.2       Protection of Your Computer (Resources). You understand that the iMasoret Software will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however, You acknowledge and agree that iMasoret cannot give any warranties in this respect.
4.3       Utilization of Network Resources. You hereby acknowledge that the iMasoret Software and Services may utilize network resources including fixed and wireless networking through the computing devices You are utilizing, for the purpose of providing the iMasoret Services and applying the business mechanisms surrounding them including but not limited to authenticating you as a user, billing you and presenting advertising.
5.         Confidentiality and Privacy

5.1 Your Confidential Information and Your Privacy. iMasoret is committed to respecting Your privacy and the confidentiality of Your personal data. The “Privacy Policy” that is published on the iMasoret Site at www.iMasoret.com/privacy applies to the use of Your personal data. iMasoret shall not sell or rent Your personal information to third parties for their marketing purposes without Your explicit consent and iMasoret shall use Your information only as described in the Privacy Policy. Your election to use the Services indicates Your acceptance of the terms of the Privacy Policy. iMasoret assumes no liability whatsoever for any loss or degradation of such information stored on its systems or any direct or indirect damages arising out of such loss or degradation. iMasoret shall take reasonable steps to ensure the safety, security and privacy of such information. We store and process Your information on computers that may be located outside Your country that are protected by physical as well as technological security devices. THROUGH USE OF THE iMasoret SOFTWARE, SITE AND SERVICES YOU MAY EFFECT STORAGE OF YOUR OWN PERSONAL DATA IN iMasoret’S SERVERS. If You object to Your information being transferred, stored or used in this way please do not use iMasoret Software, Services and Site. Nothing contained in this section 5.1 shall be construed to derogate from iMasoret’s rights under Section 12.2 below.
6. Intellectual Property Rights

6.1       Title. Title, ownership, rights, and intellectual property rights in and to the iMasoret Software, Site and Services shall remain in iMasoret and/or its Affiliates and/or suppliers. The iMasoret Software, Site and Services are protected by the copyright laws of the United States and other countries, and by international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the iMasoret Services shall be retained by the applicable content owner and may be protected by applicable privacy, copyright or other laws.
6.2       No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or iMasoret’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.
7.         Communication and Your Use of the iMasoret Software

7.1 Lawful purposes. You agree that you shall only use the iMasoret Software, Site and Services in a manner that complies with all applicable laws and court orders in the jurisdictions in which you use the iMasoret Software, Site and Services, including, but not limited to, applicable restrictions concerning privacy, copyright and other intellectual property rights. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the iMasoret Software or the communication.
8. Term and Termination

8.1       Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either iMasoret or You as set forth below.
8.2       Termination by iMasoret. Without limiting other remedies, iMasoret may limit, suspend, or terminate this license and Your use of iMasoret Software, prohibit access to iMasoret Site or Services and delete Your User Account and/or User ID, with immediate effect, if You are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of this Agreement, infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. iMasoret shall effect such termination by providing notice to You to the email address You have provided and/or by preventing Your access to the respective User Account. Without derogating from the foregoing, this Agreement and the license hereunder to the iMasoret Software will terminate immediately upon iMasoret’s announcement that the iMasoret Software is commercially generally available. Without derogating from the foregoing, iMasoret reserves the right to cancel User Accounts that have been inactive for more than six (6) months.
8.3       Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4       Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the iMasoret Software, Site and/or Services shall terminate; (b) will cease any and all use of the iMasoret Software, Site and/or Services; and (iii) will uninstall any copies of iMasoret Software off of your computer(s).
8.5       No liability. iMasoret will not be liable in respect to any damage caused by the termination of this Agreement.
9.         Your Representations and Warranties; Indemnification of iMasoret

9.1       Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the iMasoret Software, Site or Services.
9.2       Indemnification. You agree to indemnify, defend and hold iMasoret, its Affiliates and the iMasoret Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the iMasoret Software, Site and/or services.
9.3       Export Restrictions. You acknowledge that the iMasoret Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the iMasoret Software as well as end-user, end-use and destination restrictions issued by national governments.
10.       Disclaimer of Warranties

10.1     No Warranties. THE iMasoret SOFTWARE, SITE AND SERVICES ARE PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; iMasoret DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE iMasoret SOFTWARE, SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. iMasoret FURTHER DOES NOT REPRESENT OR WARRANT THAT THE iMasoret SOFTWARE, SITE OR SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND TO NOT RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE iMasoret SOFTWARE. THE DATA PROVIDED BY iMasoret IS BEING UPDATED ON THE iMasoret SERVER (OR A SERVER APPROVED BY iMasoret), FROM TIME TO TIME; THEREFORE THE PRESENT CONTENT, INFORMATION AND DATA MAY BE OUT OF DATE OR INACCURATE AND SHOULD NOT BE RELIED UPON. THE DATA IS PROVIDED “AS IS”. iMasoret ASSUMES NO LIABILITY WHATSOEVER REGARDING THE CONTENT, INFORMATION AND DATA OR THE ACCURACY THEREOF.
10.2     Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the iMasoret Software, Site or Services remains with You, to the maximum extent permitted by law.
10.3     Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations of warranty as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
11.       Limitation of Liability

11.1     Limitation of Liability. IN NO EVENT SHALL iMasoret, ITS AFFILIATES, ITS LICENSORS OR THE iMasoret STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE iMasoret SOFTWARE, SITE OR SERVICES EVEN IF iMasoret, ITS AFFILIATES, LICENSORS OR THE iMasoret STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2     No Liability for Network Charges. WITHOUT DEROGATING FROM THE GENERALITY OF SECTION 11.1 ABOVE, YOU HEREBY ACKNOWLEDGE THAT THROUGH USE OF THE iMasoret SOFTWARE AND/OR SERVICES AND/OR SITE YOU MAY INCUR CHARGES BY YOUR NETWORK OPERATOR FOR DATA TRAFFIC, AIR-TIME OR EQUIVALENT. iMasoret IS IN NO WAY LIABLE FOR SUCH CHARGES.
11.3     Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations of liability as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
12.       Feedback; Use of Your Data

12.1     Feedback. In order to allow iMasoret to carry-out the iMasoret Software, Site and Services’ testing program, iMasoret will appreciate Your timely feedback to iMasoret on the performance of the iMasoret Software, Site and Services, including Your opinions and evaluation of the iMasoret Software, Site and Services and any features included therein and bug reports. In the event that You provide iMasoret with any report, feedback or suggestion relating to the iMasoret Software, Site and Services, You agree that any and all right, title and interest to any such report, feedback or suggestion or any invention relating to an improvement of the iMasoret Software, Site and Services conceived in or made as a result of the same shall become the exclusive property of iMasoret and that iMasoret may freely disclose and use all such information for any purpose whatsoever, without Your consent and without any obligation of any kind.
12.2     Use of Your Data. In the event of any bug and/or malfunction in or to the iMasoret Software, Site and Services, You hereby grant iMasoret an irrevocable right to use any information You applied to the iMasoret Software, Site and/or Services, including without limitation, information about Your jewish content plans, meetings and related contacts, which iMasoret, in its sole discretion, deems necessary in order to investigate such bug and/or malfunction.
13.       General Provisions

13.1     Jurisdiction’s Restrictions. if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this Agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and/or download, install or otherwise use the iMasoret Software, Site and Services. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, You may not enter into this Agreement and You may not download, install or use the iMasoret Software, Site and/or Services. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the iMasoret Software, Site and Services is allowed.
13.2     New Versions of the Agreement. iMasoret reserves the right to modify this Agreement at any time by providing such revised agreement to You or by publishing the revised agreement on the iMasoret Site. The revised agreement shall become effective within thirty (30) days of such publishing or provision to You, unless You expressly accept the revised agreement earlier by clicking on the “accept” button. The express acceptance by You, or Your continued use of the iMasoret Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised agreement. You can find the latest version of this Agreement at www.iMasoret.com/EULA.php. iMasoret reserves the right to make changes to this Agreement from time to time.
13.3     Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and iMasoret with respect to the subject matters hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matters.
13.4     Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
13.5     No Waiver. The failure of iMasoret at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by iMasoret.
13.6     No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
13.7     Assignment by iMasoret. iMasoret is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
13.8     Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel.
13.9     Competent Court. You agree to submit any legal proceedings arising out of or relating to this Agreement to the exclusive jurisdiction of the competent courts of Tel-Aviv, Israel.
13.10   Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
13.11   Injunctive Relief. To the extent that you have breached or have indicated your intention to breach this Agreement in any manner which violates or may violate iMasoret’s intellectual property rights, or may cause continuing or irreparable harm to iMasoret (including, but not limited to, any breach that may impact iMasoret’s intellectual property rights, or a breach by reverse engineering), iMasoret may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction.
13.12   Indemnification. You agree to hold harmless, indemnify and defend iMasoret, its Affiliates, officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims that you have (i) used the iMasoret Software, Site and/or Services in violation of another party’s rights or in violation of any law, or (ii) violated any terms of this Agreement.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR CHECKIN THE “I ACCEPT THE TERMS OF SERVICE” BOX AND/OR CONTINUING TO INSTALL THE iMasoret SOFTWARE OR USE THE iMasoret SITE AND SERVICES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO iMasoret THE RIGHTS SET FORTH HEREIN.