1. Acceptance of Terms
Welcome to Tipalti.com website. This website (the "Site") is owned and operated by Tipalti Solutions Ltd. and/or its affiliates ("Tipalti" or "we"). The terms and conditions below govern your use of this Site. Please read these terms and conditions carefully before using this website, and check them periodically for changes. If you do not agree to the terms you must not use the Site or any services available on the Site.
EACH AND ANY USE OF THIS SITE OR THE INFORMATION AND SERVICES AVAILABLE ON THIS SITE FROM TIME TO TIME (INCLUDING WITHOUT LIMITATION ANY PROGRAMS, TOOLS, COMPONENTS, UPGRADES, UPDATES AND ALL RELATED APPLICATIONS AND REPORTS) (THE "SERVICES") IS SUBJECT TO, AND CONDITIONED UPON, ASSENT TO AND COMPLIANCE WITH, ALL OF THE TERMS AND CONDITIONS BELOW (THE "AGREEMENT"). BY USING THIS SITE OR THE SERVICES YOU SIGNIFY YOUR CONSENT TO BE BOUND BY THE AGREEMENT AND THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT. THE AGREEMENT IS BETWEEN TIPALTI AND YOU, AN INDIVIDUAL ACTING ON ITS OWN BEHALF OR ON BEHALF OF A LEGAL ENTITY THAT WILL BE USING THE SERVICE.
2. The Service.
The Site is intended to provide information about us, our products and services.
In providing the Services, we obtain and rely on certain information from third parties and third party software and applications. We cannot guarantee the accuracy or completeness of such data.
In connection with your use of the Site or the Services, you may be made aware of services, products, offers and promotions provided by third parties. If you decide to use such third party services, you are responsible for reviewing and understanding the terms and conditions governing such services, and acknowledge that the third party is responsible for the performance of such services.
3. Permission to Use the Services.
You may access and use the Site and the Services only for personal use or internal company use, and as long as you are in compliance with all provisions of this Agreement.
You acknowledge that we may, in our sole discretion and at any time(s), add, remove, edit or otherwise change any part of the Site or the Services without notice, and discontinue, establish or change limits concerning use of the Site or the Services without notice. You may reject changes by discontinuing use of the Site and Services. Your continued use of the Site or Services will constitute your acceptance of and agreement to such changes.
We may block access to this Site or the Services from any user that we suspect of breaching any term of this Agreement, without derogating from any other right or remedy that we may have by law, equity or otherwise.
4. Intellectual Property; Trademarks.
All contents included on or incorporated into the Site or Services or as made available to you by us from time to time, is and remains solely our and our vendors' or licensors' property, and is protected by copyrights, trademarks, service marks, patents and other proprietary rights and laws.
We make no claim of ownership as to the trademarks of any third party listed on this Site, or with respect to any publisher or publication mentioned on this Site, including any goodwill that arises from the use of those trademarks.
You may not download or save a copy of the Site or any portion thereof, including, without limitation, any materials and logos, for any purpose, without Tipalti's prior written consent.
If you believe that your work has been copied, displayed, or distributed in a way that constitutes copyright infringement, please notify us.
A notification of claimed infringement must be a written communication as set forth below, and must include substantially all of the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed; (c) a description of the exact name of the infringing work and the location of the infringing work on the Service; (d) information sufficient to permit us to contact you, such as your physical address, telephone number and e-mail address; (e) a statement by you that you have a good faith belief that the use of the material identified in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by you that the information in the notification is accurate and, under penalty of perjury that you are authorized to act on the copyright owner's behalf.
We will only respond to any claims involving alleged copyright infringement.
5. User Conduct; Restriction on Use
In connection with your use of the Site and the Services, you agree to abide by all applicable local, state, national and international laws and regulations and not, nor allow or facilitate a third party to, violate any rights of others or the operational or security mechanisms of the Services.
Except as expressly permitted herein, you may not copy, modify, distribute, display, transfer or create derivative works of or reproduce the Site or Services or any parts thereof, including, without limitation, any materials and logos, or permit or encourage any third party to do any of the foregoing, without obtaining our prior written consent and the consent of any entity with an interest in the relevant intellectual property.
Some functions of these Services require registration, and as part of the process you will be requested to provide certain information ("Registration Data"). You agree to (i) Provide true, accurate, current and complete Registration Data as prompted by the registration process; (ii) Maintain and promptly update the Registration Data to keep it accurate, current and complete; and (iii) Maintain the security of any confidential Registration Data and any other security or access information used by you to access the Site or Service.
We assume that any communications and other activities through use of your Registration Data were sent or authorized by you, and you are fully responsible for all activities that occur in connection with your Registration Data.
You agree that we may for any reason, in our sole discretion and without notice or liability to you or any third party, immediately suspend or terminate your account and refuse any and all current or future access to and use of the Site or Services (or any portion thereof). Grounds for such termination may include, but are not limited to, extended periods of inactivity, loss, theft or unauthorized use of your Registration Data, violation of the letter or spirit of this Agreement, providing Registration Data that is inappropriate or offensive in our discretion, or if we have reasonable grounds to suspect any of the Registration Data that you provided is inaccurate, not current or incomplete.
7. Your Contributions to the Site or the Services.
You warrant that (i) you are the author and owner of the intellectual property rights to your Submissions or have the appropriate license and sublicense rights from the owner, and (ii) all "moral rights" that you may have in your Submissions have been voluntarily waived by you.
9. Third Party Websites.
10. Links to this Site.
Subject to the terms of this Agreement and as long as this Agreement is not terminated, you may display a link to this Site's homepage located at www.Tipalti.com as long as your use is not misleading, illegal or defamatory.
11. Disclaimer of all Warranties.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE, ITS CONTENTS AND THE SERVICES, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES.
THIS SITE, ITS CONTENTS AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, LICENSORS, THIRD-PARTY CONTENT SERVICE PROVIDERS, AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, ITS CONTENTS AND THE SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THIS SITE, ITS CONTENTS AND THE SERVICES WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR, BUG OR VIRUS FREE; NOR DO WE WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS SITE, ITS CONTENTS AND THE SERVICES IN TERMS OF THEIR CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE.
12. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (I) ARISING OUT OF THE USE OR THE INABILITY TO USE THIS SITE OR THE SERVICES, (II) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (III) RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION RECEIVED AS A RESULT OF USING THIS SITE OR THE SERVICE, OR (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THIS SITE OR THE SERVICES; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event this limitation of liability shall be for any reason held unenforceable or inapplicable, you agree that our aggregate liability shall not exceed the amount of US$1.00.
YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY'S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT, (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THIS SITE, ITS CONTENTS OR THE SERVICES; (III) YOUR SUBMISSIONS; (IV) YOUR USE OF, RELIANCE ON OR ACCESS TO ANY THIRD PARTY SOFTWARE, APPLICATIONS OR DATA RESULTING FROM YOUR USE OF THE SITE OR THE SERVICES. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION. YOU SHALL COOPERATE FULLY IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.
We may change the terms of this Agreement or the Services at any time and in our sole discretion. If we make any material changes to this Agreement, we will post a notice of these changes on our Site. If you do not agree to the new or different terms, you should not use the Site or the Services.
15. Governing Law.
Your use of the Site may be subject to local, state, national, and international laws. By visiting or using the Site and any part thereof, you expressly agree that this Agreement will be governed by Israeli law without regard to its choice of law or conflicts of law principles. You expressly consent to the exclusive jurisdiction and venue in the courts in Tel Aviv, Israel, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court.
16. Statute of Limitations.
Subject to applicable law, you agree that regardless of any statute or law to the contrary, any claim or cause of action brought by you or anyone at your behalf, arising out of or related to use of the Services or to the Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred.
This Agreement and our rules and policies in this Site, as updated from time to time, comprise the entire agreement between you and us, states our and our Suppliers' entire liability and your exclusive remedy with respect to the Site and Services, and supersede all prior agreements pertaining to this Agreement's and such rules' and policies' subject matter. If any provisions of this Agreement are held to be contrary to law, then such provisions shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. Any failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance. This Agreement may be assigned by us without restriction.