Terms of Service

1. Ownership

This agreement (hereinafter, the "Agreement") between COPERATO (Hereinafter, "COPERATO", "us" or "we") and you (hereinafter: "You"), sets forth the terms and conditions which govern your use of the COPERATO website (hereinafter, the "Site") and/or the services (hereinafter, the "Services") thereon which are provided by COPERATO.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE AND/OR SERVICES. BY ACCESSING OR USING THE SITE AND/OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES AND SHOULD IMMEDIATELY CEASE SUCH USE. COPERATO MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE ACCOMPLISHED BY POSTING THE MODIFIED AGREEMENT ON THE SITE OR VIA E-MAIL. YOUR USE OF THE SITE AND/OR SERVICES FOLLOWING SUCH NOTICE SHALL BE DEEMED YOUR ACCEPTANCE OF SUCH CHANGES. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE AND/OR THE SERVICES SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT. IF WE REQUEST, YOU IRREVOCABLY AGREE TO SIGN A NON-ELECTRONIC VERSION OF THIS AGREEMENT.

COPERATO reserves the right, at any time, to change or modify the site, services or this agreement, by making such change or modification available on the site, or by providing other notice to you. Any such change or modification will be effective 30 days after posting on the site or such other notice. As applicable, You will be deemed to have agreed to such change or modification through your continued use of the site or services.

2. Orders and Confirmation

All orders placed by you will be governed by the terms of this agreement. COPERATO will confirm your order either through the site at the time you submit your order or by providing you with access to the services (each, a "Confirmation"). If the terms of any order conflict with the terms of any confirmation of that order, the terms of the confirmation will govern and control with respect to the services provided to you. This agreement will govern and control the terms of each order and confirmation under this agreement. By accessing or using any of the services, you agree to be bound by the terms of this agreement and each applicable order and confirmation with respect to those services.

3. Subscription

Subject to this agreement, during the term of this agreement, COPERATO will provide You with a limited subscription to access and use the services subject to Confirmations under this Agreement, solely for Your own use in connection with your own business and/or personal purposes .Your rights to access and use the services are personal, non-exclusive, non-transferable and non-sub license-able. You understand that COPERATO may from time to time, in its sole discretion, modify, update, change, revise, suspend or discontinue the services (or any portion thereof) with or without notice.

The rights granted to you under this agreement entitle you to access the services through accounts (each, an "Account"). You will be provided with a user identification and password applicable to each account you have purchased (each such user identification and password, an "Account ID"). Each account ID is personal in nature and maybe used only by you or, if you are an organization, by designated employees within your organization or contractors who are contractually required to comply with the terms of this agreement (such individual, as applicable, the"User" of the account). You are solely responsible for all use of the services by each user and for compliance by each user with the applicable terms of this agreement. You are responsible to ensure the security and confidentiality of each account ID and will notify COPERATO immediately if any account ID is lost, stolen or otherwise compromised. You acknowledge that you are fully responsible for all costs, fees, liabilities or damages incurred through use of each account ID (whether lawful or unlawful) and that any services ordered or transactions completed through any account or under any account ID will be deemed to have been lawfully completed by you. In no event will COPERATO be liable for the foregoing obligations or the failure by you to fulfill such obligations. You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you and each user to connect to, access, and use the services and the sites.

4. Applicable Policies

In addition to the terms of this Agreement,Your access to and use of the Site and Services is subject to COPERATO's current policies relating to the Site and Services, including, without limitation, the COPERATO Privacy Policy and SMS (including its content) Policy available on the Site. You are responsible for compliance with these policies and all other COPERATO policies applicable to the access and use of the Services posted to the Site or provided through Services.

5. Third-Party Services

Your participation, correspondence or business dealings with any third party found on or through our Site and Services, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that COPERATO shall not be responsible or liable for any loss,damage, or other matters of any sort incurred as the result of such dealings.

6. Restrictions

You acknowledge that the Services, Sites, Software, and the databases, hardware and other technology used by or on behalf of COPERATO to provide the services and operate the sites (the "Technology") and their structure, organization, and underlying data, information and source code constitute valuable trade secrets of COPERATO. You will not, and will not permit any third party to: (1) access or use the services or the sites, in whole or in part, except as expressly provided in this agreement; (2) use the site, services and/or any software to harvest or collect phone numbers and/or any other contact information of third parties by any means for the purposes of sending unsolicited messages and/or or other unsolicited communications and/or unsolicited content; (3) use the site, services or any software in any unlawful manner or in any other manner that could damage, disable, overburden or impair the site or services; (4) use automated scripts to collect information from or otherwise interact with the site, services or any software; (5) use the site, services or any software to intimidate or harass any other people or entities; alter, modify, reproduce, create derivative works of the Services, Technology, or any Software; (6) distribute, sell, resell, lend, loan, lease, license, sub license or transfer any of your rights to access or use the services or any software, including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or otherwise make the services or any software, or access thereto, available to any third party; (7) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Site, Services, Technology or any Software; (8) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Sites, Services, Technology, or any Software; or (9) interfere in any manner with the operation or hosting of the Sites, Services, Technology or any Software, or attempt to gain unauthorized access to the Sites, Services, Technology or any Software. You will not allow any access to or use of the Services by anyone other than your authorized users, and any such use will be consistent with the terms, conditions and restrictions set forth in this agreement.

7. Fees and Payment

You agree to pay COPERATO all fees set forth in each order or confirmation and any fees otherwise specified on the site or through the services ("Fees"). All Fees will be billed as indicated in each order or confirmation. If the applicable Order or Confirmation does not specify any applicable billing terms, the initial payment of Fees specified under that order or Confirmation for each period in your subscription will be due and payable by You in advance on or before the Effective Date and again on or before the completion of each subsequent period under this Agreement. If You have specified credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, you grant COPERATO the right to charge the credit card or debit the bank account provided to COPERATO for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to COPERATO (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law. COPERATO may change any portion of the Fees by posting the changes to the Sites or otherwise notifying You through the Services of the change, such changes to take effect at the beginning of the next period of this Agreement . If COPERATO requires use of collection agencies, attorneys, or courts of law for collection on Your account, You will be responsible for those expenses. You will be responsible for all use, sales,and other taxes imposed on the Services provided under this Agreement.

8. Ownership

COPERATO retains all right, title and interest, including, without limitation, Services, Technology, COPERATO Content, any Software, and any additions, improvements, updates, and modifications thereto. You acknowledge that you are not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to you to use them apart from your right to access the services under this agreement. The COPERATO name, logo and the product and service names associated with the services, are trademarks of COPERATO (or its third party providers), and no right or license is granted to you to use them.

9.Content

COPERATO content shall include, without limitations, the data, information and other content through the Site and Services ("COPERATO Content"). Unless otherwise noted on the site, as between you and COPERATO, all COPERATO content is owned by COPERATO. Subject to this agreement, each User may: (a) access the COPERATO content (without modification) solely for your own personal and/or business purposes in connection with your use of the services; and (b) distribute the COPERATO Content (without modification) as incorporated into messages generated and sent by you through the services. Except as expressly provided in this agreement, you will not, and will not permit any user to: (i) alter, modify, reproduce, or create derivative works of the COPERATO Content; (ii) distribute, sell, resell,lend, loan, lease, license, sub license or transfer the COPERATO Content, including, without limitation, providing outsourcing, service bureau, commercial hosting, application service provider or on-line services to third parties; or (iii) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with the COPERATO Content. Certain of the COPERATO Content include or based on data, information and content from independent third party providers ("Third Party Content").

You will be solely responsible for all data, information and other content provided by, or collected or obtained from, you or any of your users through the services, including, without limitation, all personally identifiable information relating to You or any of your users, customers, service providers, employees, contractors or agents ("Your Content"). You grant to COPERATO all necessary rights and licenses in and to Your Content necessary for COPERATO to provide the services under this agreement. As between you and COPERATO, you retain all of your rights in and to your content and do not convey any proprietary interest therein to COPERATO other than the licenses set forth herein. You represent and warrant that none of your content violates this agreement or the SMS policy or privacy policy. You will maintain an adequate back-up of all your content and COPERATO will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of your content. COPERATO may take remedial action if any of your content violates this agreement, provided that COPERATO is under no obligation to review any of your content for accuracy or potential liability. You represent and warrant to COPERATO that you have all necessary right, title, interest and consent necessary to allow COPERATO to use Your Content for the purposes for which You provide your content to COPERATO, including, without limitation, the delivery of any and all SMS, messages and/or other communications. You will defend, indemnify and hold COPERATO harmless from any and all kinds of losses, costs, damages, liabilities or expenses (including without limitation reasonable attorney's fees) incurred or arising from any claim by a third party arising out of or relating to your content or the use thereof by COPERATO in providing the services.

10.Disclaimer of Warranties

THE SITE AND THE SERVICES, AND ANY CONTENT, TOOLS, PRODUCTS OR SERVICES DISPLAYED, ACCESSED OR OBTAINED ON OR THROUGH THE SITE AND SERVICES ARE PROVIDED "AS IS","AS AVAILABLE", AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS,IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE,NON-INFRINGEMENT, MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPERATO AND ITS AFFILIATES,SUPPLIERS, AND AGENTS DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (i) YOUR USE OF THE SITE AND/OR SERVICES AND ACCESS TO AND USE OF ALL OF THE TOOLS AND FEATURES THEREON WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, (ii) THAT ANY INFORMATION OBTAINED THEREIN IS ACCURATE, RELIABLE OR COMPLETE, (iii) THAT DEFECTS WILL BE CORRECTED, or (iv) THAT ANY SOFTWARE, SERVICES, SITE OR SERVER(S) ON WHICH THE SERVICES AND SITE ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (v) THAT THE CONTENT THAT YOU WILL SEND TO THE RECIPIENTS WILL RECEIVE AS YOU WISHED, DUE TO DIFFERENCES BETWEEN MOBILE DEVICES AND/OR SYSTEMS AND/OR ANY OTHER REASON. YOUR USE OF THE SITE AND THE SERVICES AND ANY INFORMATION OR MATERIALS PROVIDED ON OR THROUGH THE SITE AND SERVICES ARE ENTIRELY AT YOUR OWN RISK.

You hereby represent, warrant, and covenant for the benefit of COPERATO that: (1) You have the legal right and authority to enter into this agreement, and, if you are accepting this agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this agreement; (2) You have the legal right and authority to perform Your obligations under this agreement and to grant the rights and licenses described in this agreement and in any applicable additional agreement You enter into in connection with any of the services; and (3) your content, and any other data, information or content you provide to COPERATO in connection with this agreement and your access to the site and use of the services, is correct and current.

11.Limitation of Liability

NEITHER COPERATO NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO (i) THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICES; (ii) ANY CONTENT CONTAINED ON THE SITE AND/OR THE SERVICES; (iii) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE ON THE SITE AND/OR THE SERVICES; (iv) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE SITE; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE SITE OR THE SERVICES; (vi) ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT ON THE SITE OR THE SERVICES, or (vii) ANY OTHER MATTER RELATING TO THE SITE AND/OR THE SERVICES. IN NO EVENT SHALL COPERATO'S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION(WHETHER IN CONTRACT, TORT [INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE],STATUTORY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING ANY OF THE SERVICES OR THE SITE.

12. Indemnification

You agree to indemnify, defend, and hold COPERATO and its subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, employees, and representatives harmless from and against any and all claims, damages, losses, costs or expenses (including reasonable attorneys' fees and disbursements) which arise directly or indirectly out of or from (i) your breach of this Agreement, (ii) any allegation that any materials that you submit to COPERATO or post on any forums (e.g., message boards, chat rooms) infringe or otherwise violate the copyright, trade secret, trademark or other intellectual property rights of a third party, and (iii) your access or use of the Site and/or the Services. This Section shall survive in the event this Agreement is terminated for any reason.

13. Jurisdiction

This term of service shall be governed by, and construed solely in accordance with the laws of the state of Israel. The parties will attempt in good faith to negotiate a settlement to any claim or dispute between them arising out of or in connection with this agreement. If the parties fail to agree on the terms of settlement, either side may submit the dispute to confidential arbitration proceedings by a sole arbitrator at the Israeli Center for Arbitration and Conflict Resolution (if there is no other arbitration agreed between both parties), whose decision shall be final and binding. Any issues regard financial obligations towards COPERATO shall be governed also by the law applicable to the residence or business of the customer.

14. Termination

This agreement shall remain effective until terminated in accordance with its own terms and conditions. You agree that COPERATO, in its sole discretion, may terminate your password, account (in whole or in part), or use of the site or services, and remove and discard any content within the site, at any time and for any reason. You agree that any actions taken under this agreement may be effective without prior notice to you. In the event of termination, however, those sections in this agreement which provide for continuing obligations on your part shall survive indefinitely.

15. How to Contact Us

If you have questions or concerns about this Agreement, you can contact us at info@coperato.com.