Mountech Marketplace Ltd. (“Mountech”, “we”, “our” or “us”) welcome you (the “User(s)”, or “you”) to use our website (the “Site”), and our online marketplace platform which connect between marketing service providers and businesses. You may use the Site and the Services (as defined below) or any part thereof only in accordance with the terms and conditions hereunder (the Site together with the Services, the “Solution”).
Acceptance of the Terms
Everyday language summaries are provided for convenience only and appear in bold under the right “Plain English” column, but these summaries in no way define or explain any section or provision hereof, and are not legally binding.
1. The service
We offer an online marketplace platform, that lets Businesses purchase Marketers’ services for their own online presence, under a certain budget defined by the business, and agreed upon Marketer Fee.
Mountech shall be entitled to receive from each business a certain Services Fee, as agreed upon between the parties through the Solution.
Mountech has developed a proprietary online solution and marketplace platform to connect companies and businesses (the “Businesses”) with the marketing professionals (the “Marketers”) for the purchase of Marketers’ Services (as defined below), making marketing simpler and more transparent with clear cost saving implications, and which matches between Businesses and Marketers, including by providing personally tailored matching suggestions to both Marketers and Businesses (the “Services”).
The Solution operates as an online marketplace through which a Business may connect to a Marketer either by approaching a Marketer directly through the Solution, or by an automatic matching service available in the Solution, in each case at the Business sole discretion, in order for the Businesses to purchase certain marketing services from Marketer(s) (the “Marketer Services”), under a certain budget as determined by the Business, in its sole discretion (the “Media Budget”), and in consideration for a fee agreed upon by the Marketer and the Business through their use of the Solution, or as otherwise agreed upon with Mountech (“Marketer Fee”). In consideration of Mountech’s operation of the Solution and provision of the Services, Mountech shall be entitled to receive from each Business a certain fee, as agreed upon between the Business and Mountech, through the Solution (“Services Fee”).
2. User IDs; Integration
Our Users are granted with a unique User ID to Mountech’s platform.
You are responsible for your User ID and any Materials you upload to the Mountech Solution and any use of such.
Businesses may be required to integrate their Ad-Accounts to the Mountech Solution in order to receive marketing services.
Businesses are responsible for the integration of their Ad-Account with the Mountech Solution, and any use and uploads to their accounts.
Upon your registration to the Solution, we shall issue and provide you personal access credentials (“User IDs”). You may only access and use the Solution, through the User IDs issued to you by Mountech. User is responsible for maintaining the confidentiality of the User IDs provided to it. Any instruction, action, omission or activity occurring through any such User IDs shall be deemed to be provided and/or taken by User, and User shall be solely responsible for all instructions, actions, omissions or activities that occur under such User IDs, including for any unauthorized use of such User IDs or any other breach of security, or any related damage or loss.
In order for the Business to launch a Project and receive Marketers’ proposals for their Marketer Services with respect to such Project, the Business may be required to enable integration of its marketing accounts (e.g., Facebook, Google AdWords, Google Analytics) (collectively, the “Ad-Accounts”), with the Solution, and thereby to provide, certain Marketer(s) approved by Business, at its sole discretion, with view only, temporary, access to the legacy (with performance) Ad-Accounts, in order for such Marketers to review the business legacy campaigns and materialize Marketers’ proposals.
It is agreed and acknowledged that Mountech assumes no responsibility for Ad-Accounts integrated by the Business, any instruction, action, omission or activity occurring through any such Ad-Accounts, including remitting payments (including the Media Budget), due to Ad-Accounts in accordance with the Project details, shall be deemed to be taken by Business and Business shall be solely responsible therefore, including for any unauthorized use of such Ad-Accounts or any other breach of security, or any related damage or loss.
3. Project Initiation; Fees
The Business defines the project budget, goals, desired objectives, and more. Marketer may offer its estimated KPI value, and business decides at its sole discretion if it opts to accept such offer.
A valid payment method (like a credit card) is required for all users.
Businesses will be required to transfer the marketer fees and the services fees to Mountech upon project acceptance.
Marketer fees are remitted to marketer within 30 days following payment transfer to Mountech.
Any Marketer Fees, Services Fees or Additional Fees will be charged to your payment method.
Mountech shall not remit or be liable for any delay of payment to the Marketer if the applicable payment from the Business for a said Project is unsuccessful.
The Solution allows the Business to seek marketing and advertising services from the Marketer, by providing their campaign details, including the project goal, desired project objectives/ KPI values, if it desires any additional services (e.g., graphic design services), and details concerning its determined Media Budget (the “Project”), and the Marketer may propose their Marketer Services with respect to the Project, by providing to the Business, through the Solution, the details of their proposal, including the KPI value the Marketer estimate it can achieve (collectively, the “Negotiation Phase”). The Business may thereafter accept any of the proposals it received from Marketers through the Solution, at the Business’s sole discretion (the “Acceptance”).
Following such acceptance, the Business shall be required to transfer the Marketer Fees and the Services Fees to Mountech through the Solution (the “Transferred Amounts”), and Mountech shall:
Perform as transferring agent for Marketers and Businesses and remit Marketer Fees to the relevant Marketers, within thirty (30) business days following the receipt of the applicable payment from the Business for an applicable Project; and
Collect the Services Fees.
Upon Acceptance, the Marketer shall provide such Marketer Services and manage and operates the Business’ campaigns under the Project, including by making use of the Media Budget as contemplated by the Project, all as agreed upon between the Business and the Marketer through the Solution and as presented on the Solution.
All Transferred Amounts are stated and payable in US Dollars, and shall be added with VAT (as applicable). Business and Marketer, as applicable, will bear and pay all taxes related to or arising from these Terms, except for those taxes based on Mountech’s income. Business may not withhold or set off any Services Fees due to Mountech hereunder.
Notwithstanding anything to the contrary, for any particular Project, Mountech shall not remit or be liable for any payment or any part thereof, or delay of such payment or any part thereof, to the Marketer for such Project until Mountech has received the applicable payment from the Business for such said Project.
To initiate a termination contact Support. If you cancel in the middle of your billing period, you’ll have one last email invoice. No refunds.
You may cancel any particular Project at any time. Such cancellation takes effect at the end of the current billing period, thereafter you won’t be charged for any sums with respect to the particular Project. To cancel a particular Project, contact Support and follow the instructions for cancellation.
However, except as expressly agreed upon between the Business and Mountech through the Solution, all Transferred Amounts are non-refundable and there are no refunds or credits for partially used billing periods. If you use a third party as a payment method and wish to cancel the applicable Project, you may need to do so through that third party (such as Apple or Google) by visiting your account with the applicable third party and unsubscribing from the Solution through that third party.
2. Use Restrictions
Plain English – List of Don’ts:
We just want our users to behave nicely, and to avoid causing any harm either to us or to anyone else, or use the Solution for any illegal or sketchy purpose.
Among others, you may not copy our materials, use any content in an illegal or harmful manner, use our services or content on any platform or website not provided by us, make any misrepresentations or abuse our Solution, or otherwise violate anyone’s rights or any applicable laws.
Failure to abide by any of these rules may bring us to cancel your access to our Solution and stop providing you with any services.
You must own all rights in any content you upload or publish or that we access, import and/or upload for you via our Solution, ensure that such content is legal and reliable, and that anything you do with it (enable Maple, or agents acting on your behalf) is legal.
You own all responsibility to your content. We may handle your content in order to provide you with our services.
If we need to reach you, we will communicate with you through the Solution.
There are certain conducts which are strictly prohibited on and/or with respect to the Solution. Please read the following restrictions carefully. Remember that we may, but have no obligation to, remove User Content (as defined below) and suspend or terminate your access to the Solution if we determine in our sole discretion that the goods or services offered by either a Business or a Marketer, or the Materials uploaded or posted by either a Business or a Marketer, violate these Terms and/or our AUP and the provisions hereunder. Such actions may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf:
copy, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the Solution or any content therein and any other information, material and data available on the Solution (collectively, the “Content”), in any way, or publicly display, perform, or distribute the Content, without Mountech’s prior written consent. For purposes of these Terms, any content and any other information, material and data, including without limitation personally identifiable information or Personal Data as such term is defined under the EU General Data Protection Regulation 2016/679 (“GDPR”), which were originally uploaded to the Solution by you or on your behalf, or were originally owned by you, or were created as work made for hire by Marketer or on his behalf (collectively, the “User Content”), shall not be considered as Content;
make any use of the Content on any other website or networked computer environment for any purpose;
create a browser or border environment around the Solution and/or Content, link, including in-line linking, to elements on the Solution, such as images, posters and videos, and/or frame or mirror any part of the Solution;
transmit, distribute, display or otherwise make available through or in connection with the Solution any content including User Content, which may infringe third party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful content;
transmit or otherwise make available in connection with the Solution, and/or use the Solution to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
interfere with or disrupt the operation of the Solution, or the servers or networks that host the Solution or make the Solution available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
sell, license, or exploit for any commercial purposes other than as expressly permitted hereunder for your own internal benefit, any use of or access to the Content and/or Solution;
use the Solution for and/or in connection with any form of spam, unsolicited mail or similar conduct;
bypass any measures which may be used to prevent or restrict access to the Solution and/or certain functionalities therein;
use the Content and/or the Solution for any illegal, immoral or unauthorized purpose;
provide User Content that is or may reasonably be believed to be illegal, fraudulent, 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;
provide User Content that does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations;
infringe or violate any of these Terms.
If you are a Marketer, you may also:
only use the Media Budget funds in accordance with the instructions, Project details and marketing strategy, agreed upon by Business and Marketer in the scope Project, following the Negotiations Phase as set forth and displayed in the Solution. Any other use of the Media Budget funds is prohibited;
only act in accordance with any applicable law, regulations, and publishers’ policies (including without limitation: Facebook, Google, AdWords and LinkedIn).
You hereby further agree that all communication by and between the Business and the Marketer shall be made solely through the Solution.
3. Confidential Information
Both you and Mountech agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.
Marketer may come into possession of Confidential Information of Business. Marketer shall ensure that all of its personnel agree, in writing, to be bound by confidentiality and non-disclosure obligations. For purposes of this Agreement, “Confidential Information” means any and all information and materials of or related to Business that are disclosed during the use of the Solution (whether in writing, or in oral, graphic, electronic or any other form) by or on behalf of Business to Marketer under circumstances that would indicate to a reasonable person that such information or materials are confidential or proprietary. Without limiting the foregoing, Business Confidential Information includes: (i) any trade secrets, know-how, ideas, inventions, processes, techniques, algorithms, software (in source code and object code form), hardware, devices, designs, schematics, drawings, formulae, data, plans, strategies and forecasts of Business, its Affiliates, and their respective employees, investors, licensors, contractors (excluding Marketer), customers and clients; (ii) any technical, engineering, manufacturing, product, marketing, financial, personnel and other information and materials of, Business, its Affiliates, and their respective employees, investors, licensors, contractors (excluding Marketer), customers and clients; (iii) Personal Information; and (iv) information created, generated or stored as a result of the Solutions or Services.
Marketer shall (i) hold the Confidential Information of Business in trust and confidence; (ii) use or reproduce the Confidential Information of Business only for the benefit of Business and only to the extent reasonably required to exercise Marketer’s rights or fulfill Marketer’s obligations hereunder and (iii) not disclose such Confidential Information to any third party without Business’s consent.
The obligations set forth in Section 4 above shall not apply with respect to any Confidential Information of Business (other than Personal Information) to the extent such Confidential Information: (i) is or has otherwise become generally publicly known other than by act or omission of Marketer, (ii) was rightfully known by Marketer prior to the time of first disclosure to Marketer by Business; (iii) was disclosed to Marketer on a non-confidential basis from a source other than Business, and such source was not under an obligation of confidentiality with respect to such information, or (iv) is developed by Marketer independently of any disclosure of such information made by the Business and without use of, or reference to any Confidential Information of Business. Additionally, Marketer may disclose Confidential Information of Business to the extent required by an order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or other administrative or legal process, or by applicable regulatory or professional standards, provided that, to the extent permitted by applicable law, rule or regulation, Marketer shall provide written notice to Business prior to any such disclosure for the purpose of allowing Business to contest or otherwise attempt to halt such disclosure.
5. Intellectual Property
We own all rights in and to our services, content, data, technology and features.
You may use our services and content so long as you fully comply with these terms and ensure full and timely payments.
In the event of an ownership dispute over a Mountech account, we can freeze the account or transfer it to the rightful owner, as determined by us.
“Intellectual Property” means proprietary and intellectual property, including the Solution, its logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, Mountech’s proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Solution and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered.
The Intellectual Property is owned and/or licensed to Mountech, and is subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Mountech’s proprietary rights, including Mountech’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Terms.
Mountech hereby grants you, and you accept, a personal, non-exclusive, non-commercial, non-transferable, non-sublicensable, fully revocable, limited license to use the Solution and Content, solely for the limited purpose of using the Solution for your personal, non-commercial needs in accordance with the Terms.
“Perfpie”, “Mountech” and all logos and other proprietary identifiers used by Mountech in connection with the Solution, (“Mountech Trademarks”) are all trademarks and/or trade names of Mountech, whether or not registered. All other trademarks, Solution marks, trade names and logos which may appear on or with respect to the Solution belong to their respective owners (“Third-Party Marks”). No right, license, or interest to Mountech Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Mountech Trademarks or the Third-Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein or by the relevant owners of such Third-Party Marks.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Mountech and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Solution, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Mountech marks and logos, whether registered or not.
1. Feedback and Suggestions
We welcome any form of feedback or suggestions. If you do provide us with any, please make sure that it is accurate and legal.
If you provide us with any suggestions, comments or other feedback relating to the Mountech Solution (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by Mountech. By providing such Feedback to Mountech, you acknowledge and agree that it may be used by Mountech in order to: (i) further develop, customize and improve of the Mountech Services, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized Mountech -related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance, (v) to create aggregated statistical data and other aggregated and/or inferred information, which Mountech may use to provide and improve its services, (vi) to enhance Mountech data security and fraud prevention capabilities, and (vii) to comply with any applicable laws and regulations. In addition, you (1) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third-party rights; (2) irrevocably assign to Mountech any right, title and interest you may have in such Feedback and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback
6. Your Obligations
You will be responsible for your actions and for the actions of anyone who accesses your user account or user platform settings.
You allow us to use your User Content for our promotional activities, and for the development and enhancement of the Services.
You must comply with all applicable laws.
No proposal is binding until fully accepted by the other part. All negotiations made through the Solution are recorded.
You hereby represent and warrant that you: (i) shall be and remain exclusively responsible for all User Content created, uploaded to the Solution, or provided by you, on your behalf or through your account, and that all such User Content has been and shall be legally obtained, does not and will not infringe any third party rights, (ii) shall allow Mountech, its agents, subcontractors, and third-party service providers, to access, use, transfer, display, reproduce, and modify your User Content, for the sole purpose of providing the Services and Mountech’s internal research, development, and enhancement of the Services and/or the Solution and related products and services, (iii) shall comply with all applicable laws and regulations with respect to your activities under these Terms, (iv) have provided sufficient notices and obtained necessary or advisable consents required from any third-party and have otherwise the lawful basis upon which to share any of your User Content through your use of the Solution, including any personal information included therein. You hereby agree and acknowledge that any proposal, provided by a User in the Negotiation Phase, including any value therein, is not binding upon the Business and the Marketer, negotiating in such Negotiation Phase, until such time that the Business has accepted any of the proposals it received from Marketers through the Solution as shall be displayed and recorded through the Solution.
You may use the Solution only if you are at least sixteen (16) years old.
8. Third Party Components
We make no warranties or representations with regards to any third-party content.
Make sure you read their terms as well.
The Solution may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). You acknowledge that Mountech is not the author, owner or licensor of any Third-Party Components, and that Mountech 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 Solution or any portion thereof (except for the Third-Party Components contained therein) be deemed to be “open source” or “publicly available” software.
Some of our services are still in BETA, and may contain bugs or experience interruptions.
While making every reasonable effort to provide you with the best user experience, please note that certain features of the Solution are currently in the Beta stage of development. This means that we are currently testing such features of the Solution, and you may therefore experience occasional issues while using the Solution. In addition, the Solution’s availability and functionality depend on various factors, such as communication networks, software, hardware, and Mountech’s Solution providers and contractors. Mountech does not warrant or guarantee that the Solution or any part or feature thereof will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free, or that no damages, loss of data or file corruption may occur. You acknowledge and agree that Mountech and its affiliates, partners, suppliers and licensors shall have no liability to you for any loses suffered resulting from or arising in connection with any such compatibility or interoperability issues.
10. Changes to the Solution
We can modify, cancel or refuse the Services at anytime.
You agree that Mountech has the right to impose and change price plans for its Services.
Mountech reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Solution (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Content available through the Solution may be changed, modified, edited or extended in terms of content and form or removed at any time without any notice to you. You agree that Mountech shall not be liable to you or to any third party for any modification, suspension, error, malfunction or discontinuance of the Solution (or any part thereof).
11. Disclaimer and Warranties
We make no warranties regarding our services, including their quality, reliability, security, compatibility and conditions.
Service is “as is” so it may have errors or interruptions and we provide no warranties, and our liability is limited.
We are not to be considered a “publisher” of your content, we do not endorse your content, and will not be liable for any content used by you or anyone else.
There are risks in using our services or anyone else’s services. You accept such risks.
We are not responsible for third party services so use them at your own risk. If you use Third Party Services on the Mountech platform, you permit us to send your data to those services. If you use Third Party Services you agree that we do not provide a warranty, so get advice beforehand.
Mountech does not warrant or make any representations regarding the use, the inability to use or operate, or the results of the use or operation of the solution (or any part thereof).
The solution (and any part thereof), including without limitation any content, data and information related thereto, are provided by Mountech and its affiliates, including any of their officers, directors, shareholders, employees, sub-contractors, agents, parent companies, subsidiaries and other affiliates (collectively, “Mountech affiliates”) on an “as is” and “as available” basis, without any representation, guarantees or warranties of any kind, express or implied, including warranties of usability, accuracy, quality, availability, reliability, suitability, completeness, truthfulness, as well as warranties of title or non-infringement or implied warranties of use, merchantability, success or fitness for a particular purpose or use, and you acknowledge and understand that no guaranty of success, effectiveness or results has been given or should be expected.
Mountech is making efforts in order to maintain the quality of the services, but it does not warrant or make any representations regarding the quality, usability, accuracy, availability, reliability, suitability, completeness or truthfulness of the marketers services or of the user content, nor does it sponsor any marketer. Mountech shall have no liability for any rating or recommendation of marketers or businesses presented through the solution. Any recommendation or rating you submit must be truthful and non-defamatory and you assume all responsibility for such submissions. Any reliance on recommendations and ratings is at your sole responsibility and you acknowledge that Mountech may not review, verify or monitor any such recommendations or ratings or any user content.
Mountech is making efforts in order to maintain the security of the services, but it does not warrant that the operation of the solution, of the marketer services, the Ad-Accounts used in the framework of your use of the solution (and any integration therewith), or of the user content, are or will be secure, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations. Mountech may, at its sole discretion and without an obligation to do so, correct, modify, amend, enhance, improve and make any other changes to the solution at any time, or discontinue displaying or providing any content or features without any notice to you.
Please note: you hereby agree and acknowledge that in the scope of provision of the solution, Mountech provides its users or otherwise makes available to users, certain information regarding other users which is relevant and required for the provision of the solution. Such information is derived in part from information provided by users and Mountech is in no way responsible for, liable for, nor makes any representations with respect to such information correctness, truthfulness, and accuracy.
You agree and acknowledge that the use of the solution, including use of and/or reliance on any content available through the solution, is entirely, or otherwise to the maximum extent permitted by applicable law, at your own risk.
12. Limitation of Liability
Subject to applicable law, we will not be liable for any damages.
We are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued.
Except for liability resulting from gross negligence, willful misconduct and Mountech’s breach of its obligations hereunder to transfer the transferred amounts (to the extent not resulting from users’ provision of insufficient funds or incorrect payment details and which liability will be limited solely to the amount of the transferred amount), in no event shall Mountech and/or any of Mountech affiliates be liable for any damages whatsoever, including direct, indirect, special, incidental or consequential damages of any kind, resulting from or arising out of the solution, use or inability to use the solution, failure of the solution to perform as represented or expected, any actions or omissions of businesses and/or marketers, loss of goodwill, data or profits, the performance or failure of Mountech to perform under these terms, and any other act or omission of Mountech or by any other cause whatsoever, including without limitation damages arising from the conduct of any users and/or third party sites.
No action may be brought by you for any breach of these terms, more than one (1) year after the accrual of such cause of action. As some states do not allow the exclusion or limitation of incidental or consequential damages, then such limitations only may not apply to a user residing in such states.
Such limitations, exclusions and disclaimers shall apply to all claims for damages, whether based in an action of contract, warranty, strict liability, negligence, tort, or otherwise. You hereby acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Mountech’s solution to you, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy, and even if Mountech and/or any Mountech affiliates has been advised of the possibility of such liabilities and/or damages.
The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction and except as expressly stated in this section 12, in no event shall Mountech’s cumulative liability to you exceed amounts paid by you to Mountech for use of the solution. If you have not made any payments to Mountech for the use of the solution, then Mountech shall not have any liability towards you.
If we get sued or are otherwise placed in harm’s way because of something you did, you will bear the associated costs and damages.
14. Amendments to the Terms
We may make changes to our services or to these terms at any time.
Accepting these terms and services does not form a partnership or any special relationship between us.
If Mountech chooses not to enforce any of these provisions at any time, it does not mean that we give up that right later.
These Terms of Service make up the agreement that applies to you. This means that any previous agreements between you and Mountech don’t apply if they conflict with these terms.
These terms and our relationship shall be governed by the laws of the State of Israel. Any disputes between us may only be brought before the courts of Tel Aviv, Israel.
We may provide you with notices via our Solution, by e-mail or through any other contact means you provided us.
We may change or discontinue the Services at any time, without liability.
Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Mountech and you.
Any term and condition, including any parameter or value, with respect to a Project, agreed upon between the Business and the Marketer through their use of the Solution and is presented on the Solution, following Acceptance, shall be determinable and binding upon the Business and the Marketer (as applicable), in connection with the Marketer’s and/or Business’ rights and obligations under the applicable Project.
These Terms and the rights and remedies provided hereunder, and any and all claims, disputes and controversies arising thereunder or related thereto and/or to the Solution, their interpretation, or the breach, termination or validity thereof, the relationships which result from these Terms, or any related transaction shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles, and shall be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in Tel Aviv, Israel.
Mountech may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Solution to a third party without your consent or prior notice to you. Your rights and obligations under the Terms are not assignable. Any attempted or actual assignment thereof without Mountech’s prior explicit and written consent will be null and void.
These Terms, to the extent applicable to the Marketer Services, shall be considered a binding agreement between any applicable Business and Marketer engaged in the framework of such Marketer Services, and each such party shall have privity of contract with the other party. These Terms shall be considered, as applicable, as an agreement for the benefit of an intended third party beneficiary.
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
These Terms constitute the entire terms and conditions between you and Mountech relating to the subject matter herein and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Mountech and you, including, without limitation, those made by or between any of our respective representatives, with respect to the Solution. You agree that you will make no claim at any time or place that these Terms have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Mountech in entering into these Terms.
If you have any questions (or comments) concerning the Terms or the Solution, you are welcome to send us an email to the following address, and we will make an effort to reply within a reasonable timeframe: legal@Mountech.com.
By contacting us, you represent that you are free and authorized to do so and that you will not knowingly provide Mountech with information that infringes upon third parties’ rights, including any intellectual property rights nor will you provide us with any non-authorized information. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such information provided, shall belong exclusively to Mountech, and Mountech may use or refrain from using any such information at its sole discretion.