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TERMS AND CONDITIONS OF USE

By clicking a box that states that You accept or agree to these Terms and Conditions and to our Privacy Policy, You signify Your agreement to these Terms and Conditions ("Terms and Conditions" or the "Agreement"). If You do not agree to these Terms and Conditions, You may not: (i) access the Platform (as defined below), (ii) use and/or download Materials (as defined below), (iii) submit Forms (as defined below) and/or Your User's Details (as defined below) to Maytronics Ltd. ("Company"), (iv) consult regarding any of the Company’s products and acquire same through the Platform, (v) receive notifications regarding Company’s products that You have purchased, (vi) order Spare Parts through the Platform and/or (vii) submit any warranty claim form through the Platform. These Terms and Conditions constitute the terms and conditions for Your engagement with the Company regarding the Services (as defined below) provided through the Platform, and it is subject to any other specific agreement between You and the Company (including but not limited to the Warranty card supplied with your Robot (as defined below), as applicable. The term "You" or "Your" shall mean any entity which downloaded and installed the App (as defined below), identified in the enrollment form submitted by You and/or by any of Your Affiliate/s (as such term is defined below), and/or any other third party on Your behalf and/or any entity providing Your User's Details to Company and/or to any third party which is represented by You or which You are acting on its behalf or any third party whose User's Details are hereby provided by You in accordance with the terms of this Terms and Conditions and/or any other third party accessing Your Account (as defined below). Except for Sections 3 and 5 below, a reference to "Company" shall include a reference to any third party acting on its behalf. You must be 13 years old or more in order to use the Platform (or any part thereof) and the Services are not offered to anyone under the age of 13. By becoming a User, You declare and warrant that you are at least 13 years old.


1. Definitions

  1. Affiliate. "Affiliate" shall mean any person or entity Controlling, Controlled by, or under common Control with a specified entity. For purposes of the definition of an Affiliate, “Control” and its derivative forms, “Controlling” and “Controlled by” shall mean, with regard to an entity, the legal, beneficial, or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the outstanding equity or capital stock (or other ownership interest) of such entity ordinarily having voting rights or the equivalent right under contract to control management decisions.
  2. Content. "Content" means any and all information and/or data available to You through the Platform (as defined below) and/or any other content and/or information provided by You through Your Account (as defined below) and/or otherwise through the Platform, including but not limited to Your User's Details (as defined below) and/or any Form.
  3. Materials. “Materials” means any and all information and/or materials regarding the Company and/or Company’s products (including but not limited to, Maps (as such term is defined below), specs, manuals, catalogues, features, etc.).
  4. Platform. "Platform" means the Company's MyDolphinTM mobile application both in Google Play and Apple Store (the “App”) and Company’s website www.maytronics.com which may be accessed through https://maytronics.com (the “Website”).
  5. Proprietary Information. “Proprietary Information” shall mean any and all other information, materials, and products relating to Company and/or its Affiliates, the Materials, the Platform and/or any information in connection with the activities and business of the Company, all whether in oral, written, graphic, or machine-readable form, or in any other form, including, without limitation, reports, concepts, techniques, processes, methods, systems, designs, drawings, photographs, models, prototypes, computer programs, research materials, formulas, development or experimental work, work in progress, mask work, inventions, cost data, marketing plans, product plans, business strategies, financial information, forecasts, personnel information and customer or supplier, provided that same were (A) marked by the Company as confidential if disclosed in writing or electronically, (B) if orally or visually disclosed, identified as confidential at the time of disclosure by the Disclosing Party, or (C) should be reasonably understood by You to be confidential information of the Company and/or its Affiliates. Notwithstanding the aforesaid, information shall not be deemed Proprietary Information, for purposes of these Terms and Conditions, if You can prove by documentary evidence that: (A) such information is in the public domain at the time of disclosure, or subsequently becomes part of the public domain, through no breach Your obligations hereunder; or (B) You received such information from a third party exempt from confidentiality undertakings; or (C) such information was in Your possession at the time of disclosure; or (D) is independently developed by Y without reference or reliance upon the proprietary information; or (E) if You are compelled by court or government action pursuant to applicable law to disclose any Proprietary Information, provided, however, that to the extent permitted by law, You shall give the C prompt notice thereof.
  6. Robot.Robot” means the Company’s robot out of Company’s products identified and registered by You in Your Account.
  7. Services. “Services” means the provision of the Platform (as defined below) as a system on which You may have access to the services provided in Section 2.2 herein.
  8. Spare Parts. “Spare Parts” shall mean any part, component or subassembly of any product which is offered by the Company through the Platform and kept in reserve for the maintenance and repair of the Company’s products.
  9. Your Account. "Your Account" shall mean the account to be opened in order to access to the Platform in accordance with the terms provided herein as amended from time to time. In order to open such an account, You must register into the Platform and create a unique, password protected, account, all as provided herein. In order to become a user of the Platform (“User”) and to open Your Account for such purpose, You shall provide the details required by the Platform at the time of registration, which may include personally identifiable information (i.e. first and last name, address, shipment details, email address, telephone number, credit card details) (the "User's Details"). By opening Your Account and providing Your User's Details, You signify Your agreement to Company's collection, storage and use of Your User's Details. Your Account shall be subject to the terms and conditions of these Terms and Conditions, as amended from time to time and the most current version shall supersede all earlier versions.

2. Services
2.1  Subject to Your acceptance of these Terms and Conditions and compliance with all terms herein, Company may provide You with the Services.

2.2  Through the Platform You may, depending on the type and model of Your Robot, and subject to the provisions of these Terms and Conditions, as such shall be in effect from time to time, be able to perform one or more of the following actions: (i) activate the swimming pool mapping for the first time to obtain Your swimming pool map and its 3D model (the “Map”); (ii) connect to, operate, remote activate and program Your Robot settings and operation times (including cycle time, led setting, laser setting and manual drive etc.); (iii) follow-up and monitor the Robot activity through the App; (iv) receive updates to Your smartphone (Alerts & Push notifications) on Your Robot’s operations and possible faults; (v) control and quantify the Robot's features; (vi) receive help and support information regarding the Robot's features; (vii) receive information regarding local dealers and request a technician visit; (viii) receive data, information and/or materials regarding the Company’s products; (ix) receive data, information and contents aggregated from various websites, blogs and/or third parties' ratings and/or reviews regarding the Company’s products, including content provided by Yourself (e.g. reviews, feedbacks, suggestions, inputs and insights, collectively: “Submissions”) (x) have access to a catalogue (including prices and terms of payment) of available products, Spare Parts, special features of the App, extended warranties and other accessories for Company's products, which may be purchased by You through the Platform (and subject to the terms and provisions of any other valid agreement between You and the Company, including but not limited a Distributor Agreement, among others); (xi) receive notifications, Materials and/or relevant maintenance information regarding Company’s products; (xii) submit warranty claim forms to the Company (each, a “Form”), purchase extended warranty for your Robot; and (xiii) follow-up on status of each Form submitted through the Platform

2.3  The Services do not replace off-line services and/or products.

2.4  Software updates: From time to time, the Company may implement patches, bug fixes, updates and other modifications to improve the performance of the Services or the Company’s products' software or to enable new features to the same (“Updates”). By Your acceptance of these Terms and Conditions, You hereby consent that the Company will install these Updates automatically, whenever feasible, and that You promptly install by Yourself any Updates the Company requests You to do so. The Company reserves the right to suspend and/or terminate Your Account where required Updates will not be installed by You, as aforementioned.

2.5  Safety issues: The Company reserves the right to circumvent, disable or otherwise disconnect any feature, the Services and/or any product where required in order to either (a) facilitate compliance with any law regulation or any requirement of any governmental authority, including, for example, compliance with a court order or subpoena, or (b) protect the safety or security of any person or property, including without limitation the Company’s property.

2.6  System Requirements: You will not be able to access the Services without: (a) a working Wi-Fi network that is positioned to communicate reliably with the Company’s products; (b) Your Account; (c) mobile devices such as a supported phone or tablet; and (d) other system elements that may be specified by the Company. It is Your responsibility to ensure You have all the required system elements and that they are compatible and properly configured. You acknowledge that the Services may not work as described when the technical requirements and compatibility terms have not been met.


3. Submissions
3.1  You may, at your sole discretion make a Submission. By submitting any Submission, You grant the Company and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised, for any purpose; and (b) use the name that You provide in connection with such Submission. You acknowledge that Company may choose to provide attribution of your comments or reviews at its discretion. You further grant Company the right to pursue at law any person or entity that violates Your or Company's rights in the Submissions. You acknowledge and agree that Submissions are non-confidential and are not Your property.

3.2  The Platform may contain discussion forums, bulletin boards, review services or other forums in which You or third parties may post reviews of Company’s products related experiences or other Content, messages, materials or other items on the Platform and/or in which You may contact the Company and/or third party local dealers ("Interactive Areas"). If Company provides such Interactive Areas, You may use such Interactive Areas at your own discretion and at your sole risk. By using any Interactive Areas, You expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Platform any of the following:

  • Any message, data, information, text, music, sound, photos, graphics, code or any other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  • Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission (SEC) or any rules of a securities exchange such as the New York Stock Exchange (NYSE), the American Stock Exchange or the NASDAQ and/or the Tel-Aviv Stock Exchange;
  • Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any person;
  • Content that misrepresents your affiliation with a person or entity, including Company;
  • Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
  • Viruses, corrupted data or other harmful, disruptive or destructive files;
  • Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
  • Content or links to content that (a) violates the previous subsections herein, (b) is objectionable, (c) restricts or inhibits any other person from using or enjoying the Interactive Areas or the Platform, or (d) which may expose Company or its affiliates or its users to any harm or liability of any type.

3.3  Company takes no responsibility and assumes no liability for any Submission posted, stored or uploaded by You or by any third party, or for any loss or damage thereto, nor is Company liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, Company is not liable for any statements, representations or Content provided by its users in any public forum, personal home page or other Interactive Area. Although Company has no obligation to screen, edit or monitor any of the Content posted to or distributed through any Interactive Area, Company reserves the right, and has absolute discretion, to remove, screen, translate or edit without notice any Content posted or stored on the Platform at any time and for any reason, or to have such actions performed by third parties on its behalf, and You are solely responsible for creating backup copies of and replacing any Content You post or store on the Platform at Your sole cost and expense.

3.4  If it is determined that You retain moral rights (including rights of attribution or integrity) to Your Submissions, you hereby declare that (a) You do not require that any personally identifying information be used in connection with the Submission, or any derivative works of or upgrades or updates thereto; (b) You have no objection to the publication, use, modification, deletion and exploitation of the Submission by Company or its licensees, successors and assigns; (c) You forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Submissions; and (d) You forever release Company, and its licensees, successors and assigns, from any claims that you could otherwise assert against Company by virtue of any such moral rights.

3.5  Any use of the Interactive Areas or other portions of the Platform in violation of the foregoing violates the terms of these Terms and Conditions and may result in, among other things, termination or suspension of Your rights to use the Interactive Areas and/or the Platform.


4. Registration
4.1  In order to access any of the Services, You shall open Your Account, which shall be subject to the provisions of this Section 4, and You shall have a BLE connection to the Robot and a connection to a Wi-Fi network in order to enable remote control of the Robot. To open Your Account, You must accept these Terms and Conditions, register by using Your e-mail address and creating a unique password for Your Account, and submit the details of Your Robot's warranty card as provided with the Robot and to name the Robot.

4.2  You shall maintain Your Account and shall be exclusively responsible for safeguarding and maintaining the confidentiality of your username and its associated password. You shall not assume the identity of any person or entity, or misrepresent your affiliation with any person or entity, including without limitation by using another person’s username, password or other account information.

4.3  If You become a registered user of the Platform, You agree (i) that the information You provide to Company in connection with Your registration will be current, complete and accurate, (ii) not to choose a username that violates any law or the intellectual property rights of others, or is offensive; (without derogation from the above) Company reserves the right to reject the use of any user name for any reason or no reason, (iii) not to transfer, sell, convey or assign the right to use the Platform to any third party without the prior written consent of Company and (iv) not to permit any third party to use Your username and password to access the Platform. You further agree that You are responsible for the conduct of any party that uses Your Account, whether or not authorized by you, and for any breach of the security of the Platform related to the use of Your user name and/or password.

4.4  You shall immediately notify Company of any unauthorized use of Your Account, or any other breach of security involving or in connection with the Services that you become aware of. You shall be responsible for keeping Your Account's information current, complete and accurate, and You agree that Company will have no responsibility or liability, directly or indirectly, for any failure to deliver any notice as a result of inaccurate information provided in Your Account.

4.5  Your Account shall be subject to the terms and conditions of these Terms and Conditions, and/or the most current version of Your Account's terms of services as posted in Your Account and/or in the Platform, if any, and the most current version shall supersede all earlier versions. You acknowledge that Company reserves the right to suspend or terminate Your Account for any reason at its sole discretion, including without limitation in case Company determines at its sole discretion that You have violated the terms and conditions of these Terms and Conditions, without notifying You and without any liability.


5. Intellectual Property Rights.
5.1  Except as may be otherwise noted, all the Materials and the Content available on or from the Platform (collectively, "Company Content") are the copyrighted works of Company and its licensors, and Company and its licensors expressly retain all right, title and interest in and to the Platform and the Company Content, including and without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms and Conditions, any use of the Company Content may violate copyright and/or other applicable laws.

5.2  Subject to Your compliance with all of Your undertakings and obligations hereunder, Company shall grant You, and You hereby accept a limited, revocable, non-transferable, non-exclusive right to use the Platform and the associated Company Content, under the following terms, for your use only (the "License").

5.3  Your right to use the Platform and its Contents is limited by the terms set forth in these Terms and Conditions and You shall not obtain any intellectual property rights and/or any other rights to the Company Content and/or the Platform or in relation therewith, other than any rights expressly set forth in these Terms and Conditions. The Platform and the Company Content are protected by applicable intellectual property laws, including international treaties. Except for the License granted to You, Company retain all right, title, and interest in and to the Platform and to the Company Content, including all related intellectual property rights. All use of the Platform and/or the Company Content shall inure to the benefit of Company. You hereby irrevocably agree to and assign to Company in perpetuity all worldwide right, title and interest, if any, that are owned or obtained by you in any of the Platform and/or the Company Content.

5.4  You shall not, and shall not permit any third party, to (i) decompile, disassemble, reverse engineer or attempt to find the underlying code of any of the Services, or any part thereof; (ii) modify, enhance, circumvent, impair, disable, destroy, insert any code or product in, or in any other way manipulate or interfere with, disrupt or inhibit any other person or entity from using, or create derivative works of any of the Services, or any part thereof; (iii) circumvent, disable or bypass any security measures or restrictions put into place to prevent certain uses of any of the Services, or any part thereof; (iv) copy, adapt, host, rent, lease, sub-license, sell, distribute, transmit or commercially exploit, or remove any proprietary rights notices (including without limitation with regard to any of the intellectual property rights in connection with the Platform and/or the Company Content); (v) access or attempt the access the Services by any means other than the means Company expressly allows; (vi) use the Services or any Proprietary Information to create any product or service, including without limitation any software, that is or may be similar to the Services; (vii) modify, adapt or hack any web site or service,, so as to falsely imply that such web site or service is associated with the Platform, the Services or Company; (viii) misrepresent your affiliation with any person or entity; (ix) violate any intellectual property of any third party; or (xii) behave in a manner that may be in violation of Company's policies or violate any applicable law in Your use of the Platform or of any of the Services.

5.5  Open Source Software. The Platform contains certain Open Source Software (“OSS”). Without derogating from the provisions of Sections 7 & 8 below, it is hereby explicitly agreed and accepted that:

THE OSS IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR OTHER LIABILITY, (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION) WHETHER IN AN ACTION OF CONTRACT, TORT,STRICT LIABILITY OR OTHERWISE ARISING FROM, OUT OF OR IN CONNECTION WITH THE OSS OR THE USE OR OTHER DEALINGS IN THE OSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


6. Representations, Warranties and Covenants
6.1  Company represents, warrants, and covenants to You the following:

  1. Company will enable You to access Your Account and use the Services in accordance with the terms and conditions of these Terms and Conditions, Company's policies (including its Privacy Policies (as defined below)), and the terms and conditions of Your Account, all as may be amended from time to time by the Company at its sole discretion.
  2. The Services will be either original works of authorship of Company or lawfully licensed and/or otherwise provided by the Company; and to the best of Company's knowledge, the Services do not, and Company will exercise its best commercially reasonable efforts to ensure that same will not, in any way violate, infringe upon or misappropriate the rights of authorship and other intellectual property or proprietary rights of Company or any third party.
  3. The representations, warranties and covenants under this Section 6.1 do not apply to any infringement, misappropriation or violation arising solely or materially from any (a) Content You provide or make available, directly or indirectly, to Company, including without limitation the Collected Information (as defined in the Privacy Policy), any Submission and/or Form; (b) alterations, modifications or adaptations to the Services, or any parts and/or features thereof, by anyone other than Company; (c) implementation, use or application of the Services generated by or for You, except to the extent such infringement, misappropriation or violation existed in the Services as provided to You by Company; (d) use of the Services in combination with any products, services and/or information not provided by Company; (e) Your failure to implement a revision and/or amendment to the Services supplied by Company before such infringement, misappropriation or violation, which if implemented, would have avoided any or all such infringement, misappropriation or violation; or (f) Your violation of these Terms and Conditions.
  4. The provision of the Services, and the performance of Company's undertakings under these Terms and Conditions, have been duly authorized by all requisite corporate action on its part; and shall not result in a breach of, or constitute a default under, any formation or organization documentation, by-laws, or agreement to which it is a party or that is otherwise applicable to it.

6.2  In addition to other representations provided herein, You further represent, warrant, and covenant to Company the following:

  1. You are aware that all Content, Submission, Form and/or User’s Details shall be treated in accordance with the provisions of these Terms And Conditions and to Company's privacy policies as provided in maytronics.com/privacy-policy, as such may be amended from time to time (the "Privacy Policy"). It is strongly advisable that you read the Privacy Policy prior to accepting these Terms and Conditions.
  2. The Collected Information (as such term is defined in the Privacy Policy), all Content, Submission, Form and/or User’s Details are, at all times, lawfully licensed and/or otherwise provided or made available to Company; their collection and/or use by Company in compliance with the terms herein and the Privacy Policy, subject to the Company’s own applicable legal and/or contractual requirements, is in compliance with any laws, regulations, policies and agreement applicable to you; and their provision, receipt, gathering and/or use in compliance with the terms herein and the Privacy Policy, do not and will not in any way violate, infringe upon or misappropriate rights (including without limitation any contractual, employment, privacy and/or personal identifiable data, rights of authorship and other intellectual property or proprietary rights, and/or any other rights related to the privacy) of Yours or any third party.
  3. You acknowledge that You shall have sole responsibility for the legality, reliability, integrity, accuracy, quality and/or completeness of all Submission, Form and/or User’s Information provided by You.
  4. You further acknowledge that the Platform contains tools from third party service providers that may enable these third parties to separately collect and/or analyze personal and non-personally identifiable information in accordance with their own privacy policies and subject to their own applicable legal requirements; and that it is highly recommended to regularly review such third parties' privacy policies.
  5. Your hereby acknowledge and agree that all terms and conditions applicable to any service and/or product provided by a third party are to be set by or agreed with such third party. Your interactions with third-party suppliers are at your own risk. Company will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any third-party suppliers or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with third-party suppliers.
  6. You further acknowledge and agree that Company shall not have the obligation to include any particular Company’s product and/or specific Material in the Platform, and that Company reserves the right to remove any information and/or data provided and/or posted in connection with any Company’s product, any review, Submission and/or any other Content from the Platform, at Company’s sole discretion and without notification and/or liability.
  7. You acknowledge that the Services or certain parts thereof may not be available, or may be restricted by Company, at its sole discretion and at any time. You further acknowledge that the Services may not be available in Your language. Company does not guarantee that the Services and/or Your Account (as defined below) will be operable at all times, or during any down time (A) caused by outages to any public Internet backbones, networks or servers; (B) caused by any failures of the Services and/or Your Account and/or server(s), and/or Your server(s), equipment, systems or local access services; (C) for previously scheduled maintenance; and/or (D) relating to a Force Majeure Event (as defined below), including without limitation strikes, riots, labor conditions, insurrection, fire, floods, earthquakes, natural disasters, explosions, war, governmental action, or interruption in Internet services to an area where Company's servers and/or Your server(s) are located.
  8. Company will not be responsible or liable for any failures in the Services or any other problems You may encounter in connection with the Services which are related to (a) the Collected Information, Submission, Form and/or User’s Information; or (b) a Force Majeure Event, including without limitation any satellite, telecommunications, network or other equipment or service outside of Company's facilities or control.
  9. You acknowledge that, notwithstanding the security of any information provided by You, including but not limited to the Submission, Form and/or User’s Information, being important to Company and Company following generally accepted standards to protect the information submitted to it (both during transmission and once Company receives it), no method of transmission over the Internet or electronic storage is 100% secure. Therefore, Company cannot guarantee such information's absolute security.
  10. You hereby irrevocably undertake that (a) any and all Your Submissions, including without limitation any negative and/or poor ratings and/or reviews, shall be made in good faith; and (b) You will indemnify, defend and hold Company harmless from any claims, costs and/or expenses (including without limitation reasonable attorney's fees) and/or damages that may arise out of and/or in connection with any and all Your Submissions.
  11. You hereby further undertake that You shall comply with all (a) applicable legal requirements, including without limitation to ensure that your use of any of the Services is legal in Your country; and (b) any applicable third-party terms.
  12. Your solicitation for the Services, Your opening of Your Account, Your use of the Services and/or Your access to the Platform, and the performance of Your respective undertakings under these Terms and Conditions and the consummation of the transactions contemplated thereby, have been duly authorized by all requisite corporate action on Your part; and shall not result in a breach of, or constitute a default under, any formation or organization documentation, by-laws, or agreement to which You are a party or that is otherwise applicable to You.

7. DISCLAIMERS
SUBJECT TO APPLICABLE LAW, YOUR ACCESS TO THE PLATFORM AND/OR THE USE OF ANY OF THE SERVICES, OR ANY PART THEREOF, IS AT YOUR SOLE RISK. THE INFORMATION ON, OR THAT MAY BE OBTAINED THROUGH OR OTHERWISE RELATED IN ANY WAY TO, THE PLATFORM, YOUR ACCOUNT OR ANY OF THE SERVICES IS PROVIDED "AS IS" AND “AS AVAILABLE”, OBTAINED BY YOU AT YOUR SOLE DISCRETION AND RISK, AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO ANY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONVENANTS NOT EXPRESSLY STATED IN SECTION 6.1 ABOVE, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, QUALITY, SECURITY, COMPATIBILITY AND NON-INFRINGEMENT). COMPANY DOES NOT WARRANT THAT ANY FUNCTIONS OR CONTENT IN AND/OR IN CONNECTION WITH THE SERVICES, YOUR ACCOUNT AND/OR THE PLATFORM, OR ANY PART THEREOF, WILL BE UNINTERRUPTED, WITHOUT ERROR, OR THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES, YOUR ACCOUNT, THE PLATFORM, AND/OR THE SERVERS USED BY COMPANY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO RECOMMENDATION, ADVICE, DATA OR INFORMATION OBTAINED BY YOU THROUGH OR FROM THE PLATFORM, OR YOUR ACCOUNT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH ANY INFORMATION PROVIDED IN CONNECTION WITH A FORM). SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT MAY VARY DEPENDING ON YOUR JURISDICTION.


8. LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1  SUBJECT TO APPLICABLE LAW AND EXCEPT TO THE EXTENT THAT LIABILITY ARISES FROM COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISSCONDUCT, COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITION ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES), ARISING OUT OF AND/OR IN CONNECTION WITH (i) THESE TERMS AND CONDITIONS (INCLUDING WITHOUT LIMITATION ARISING OUT OF AND/OR IN CONNECTION WITH THE PLATFORM AND THE COMPANY CONTENT, AND/OR ANY OTHER USE OF ANY OF THE SERVICES, OR ANY PART THEREOF); ALL EVEN IF COMPANY HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF ANY OF THESE DAMAGES AND WHETHER INCURRED BY YOU AND/OR ANY THIRD PARTY, AND REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY CLAIM, ACTION OR PROCEEDING IS BASED IN CONTRACT, TORT, A WARRANTY OR OTHERWISE.

8.2  SUBJECT TO APPLICABLE LAW AND EXCEPT TO THE EXTENT THAT LIABILITY ARISES FROM COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISSCONDUCT, TO THE EXTENT PERMITTED BY ANY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY OF ANY AND ALL KINDS ARISING OUT OF AND/OR IN CONNECTION WITH THESE TERMS AND CONDITIONS (INCLUDING WITHOUT LIMITATION ARISING OUT OF AND/OR IN CONNECTION WITH THE PLATFORM AND THE COMPANY CONTENT, AND/OR ANY OTHER USE OF ANY OF THE SERVICES, OR ANY PART THEREOF); REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY CLAIM, ACTION OR PROCEEDING IS BASED IN CONTRACT, TORT, A WARRANTY OR OTHERWISE, SHALL UNDER NO CIRCUMSTANCES EXCEED THE SUM OF ONE US DOLLAR.

8.3  SUBJECT TO APPLICABLE LAW, YOU WILL DEFEND, INDEMNIFY AND HOLD COMPANY HARMLESS FROM ANY COSTS AND/OR EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES) AND/OR DAMAGES THAT MAY ARISE OUT OF AND/OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF YOUR ACCOUNT, YOUR SUBMISSIONS AND/OR YOUR VIOLATION OF ANY OF THE PROVISIONS OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY.


9. Termination
9.1  Company expressly reserves the right to modify these Terms and Conditions at any time in its sole discretion, without notice to You. Any continued use of the Platform and/or the Services after the posting of such modified Terms and Conditions shall be deemed to indicate Your irrevocable agreement to such modified Terms and Conditions. You are therefore advised to regularly read these Terms and Conditions for possible changes.

9.2  Company reserves the right to modify or discontinue the Platform, the Services, or any part thereof, at any time and for any reason or for no reason. You agree that in case You are dissatisfied with any aspect of the Services and/or with any Company's performance, at any time, Your sole remedy is to cease using the Services.

9.3  This Section 9, and Sections 3, 4, 6, 7, 8 shall survive the termination or expiration of these Terms and Conditions for any reason whatsoever.


10. Miscellaneous
10.1  Independent Relationship. The relationship between the parties hereto is that of independent contractors. Nothing in these Terms and Conditions shall be deemed to: (i) create any other relationship between the parties hereto (including without limitation any employer/employee, principal/agent, partnership or joint venture relationship), and the potential business relationship or otherwise that may be built between You and Your customers shall be solely between You and Your customers, and Company will not be a party to such relationship; (ii) create any relationship between Company and/or the Services, and any third party and/or any third party web sites, applications, products or services; (iii) grant either party hereto the authority to represent, or make any representation or incur in any obligation in the name or on behalf of, the other party without such party's prior express written consent (including without limitation the authority to enter into any contract in the name or on behalf of the other party); or (iv) constitute an appointment of either party hereto as the agent for the other party.

10.2  AssignmentNeither party may assign any of its rights under this Agreement without the prior written consent of the other party, except that Company may assign these Terms and Conditions in connection with a change of control transaction, provided that a prompt written notice of such assignment has been provided to the other party and that the acquirer has agreed in writing to comply with and be bound by all of the acquirer’s obligations hereunder. Any purported assignment of rights in violation of this Section is void.

10.3  Force Majeure."Force Majeure Event" shall mean any act or event that (a) prevents a party hereto (the "Non-performing Party") from performing its obligations or satisfying a condition to the other party's (the "Performing Party") obligations under these Terms and Conditions; (b) is beyond the reasonable prevision or control of, and not the fault of the Non-performing Party; and (c) the Non-performing Party has not, through commercially reasonable efforts, been able to avoid or overcome. Force Majeure Event does not include economic hardship, changes in market conditions or insufficiency of funds. If a Force Majeure Event occurs, the Non-performing Party is excused from the performance of its obligations thereby prevented and from satisfying any conditions precedent to the other party's performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Non-performing Party is able to resume its performance of its obligations or satisfy the conditions precedent to the other party's obligations under this Agreement, the Non-performing Party shall immediately resume such performance or satisfaction. The relief offered by this Section 10.3 is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.

10.4  Waivers.Company's failure, delay or forbearance to enforce any term or condition of these Terms and Conditions shall not be deemed in any way to limit and/or constitute a waiver of any of Company's rights under and/or in connection with this Agreement. Any waiver of any term or condition of these Terms and Conditions by Company shall be made in writing; and no such waiver shall be deemed a further or continuing waiver of such term or condition, or any other term or condition of these Terms and Conditions.

10.5  Severability.. The illegality, invalidity or unenforceability of any term or condition of these Terms and Conditions shall not affect the legality, validity or enforceability of any other term or condition of these Terms and Conditions, and any illegal, invalid or unenforceable term or condition shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention expressed in these Terms and Conditions.

10.6  Governing Law.Jurisdiction and Venue. The laws of the State of Israel (without giving effect to its conflict of laws principles) govern all matters arising out of and/or in connection with these Terms and Conditions and the transactions it contemplates, including without limitation its interpretation, construction, performance and enforcement. The parties hereto expressly agree that neither the Uniform Computer Information Transactions Act, or any state's version thereof, nor the United Nations Convention on Contracts for the International Sale of Goods apply to these Terms and Conditions. Any claims, actions or proceedings arising out of or in connection with these Terms and Conditions must be brought exclusively in the courts of competent jurisdiction sitting in Tel Aviv-Jaffa, Israel, and each party hereto submits solely to the jurisdiction of such courts for the purposes of all legal claims, actions and proceedings arising out of or in connection with these Terms and Conditions. Each party hereto waives, to the fullest extent permitted by applicable law, any objection that it may now or later have (i) to the venue of any legal claim, action or proceeding arising out of or in connection with these Terms and Conditions brought in any court of competent jurisdiction sitting in Tel Aviv-Jaffa, Israel; and (ii) in connection with the fact that any claim, action or proceeding brought in any such court has been brought in an inconvenient forum.

10.7  Notices.. Any notices that may be provided pursuant or required by these Terms and Conditions at the address or e-mail listed in Your Account, as applicable, and/or through Your Account; and (ii) to Company by certified mail at Kibbutz Yizre'el 1935000 Israel or by e-mail at supportMT@maytronics.com (provided, however, that messages delivered by e-mail after recipient's working hours or during any holiday shall be deemed to have been given on the next working day after transmission).

10.8  Interpretation.The Section headings and subheadings contained in these Terms and Conditions are included for convenience only, and shall not limit or otherwise affect the terms and conditions of these Terms and Conditions. Any construction or interpretation to be made of these Terms and Conditions shall not be construed against the drafter.

10.9  Entire Agreement, Amendments and Updates.These Terms and Conditions are subject to the terms and provisions of the Agreement, which embodies the terms and conditions for Your engagement with Company. The Company reserves the right to change or modify any of the terms and conditions contained in this Agreement (or any policy or guideline of the Company, including its Privacy Policy) at any time and in its sole discretion by providing notice that this Agreement has been modified. Such notice may be provided by sending an email, posting a notice on the Website, posting the revised Agreement on the Website and revising the date at the top bottom of the Agreement, or such other form of notice as determined by the Company. Any changes or modifications will be effective 7 days after providing notice that this Agreement has been modified (the "Notice Period"). Your continued use of the Services following the Notice Period (or following the installation of any Update, pursuant to Section 2.5 above) will constitute Your acceptance of such changes or modifications. You are advised to review this Agreement whenever you access the Service and at least every 30 days to make sure that you understand the terms and conditions that will apply to your use of the Services.

In case You have any queries regarding these Terms and Conditions, You may contact Company at maytronics.com/contact-us-en

Last Updated: 29 November, 2018

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