Terms & Conditions

Preamble and Terms

1. The preamble to this Agreement, the statements included therein and the annexes to this agreement constitute a part thereof and shall be binding upon the parties as part of this agreement
2. In any event of discrepancy or contradiction between the terms of any annex hereof to the terms of this Agreement, the terms of the annex shall prevail.
3. The headings of the sections are for convenience only, and shall not bear any meaning in interpreting this Agreement.
4. The following capitalized terms shall have the meaning ascribed to them as follows, unless otherwise specifically stated:
5. 1. The Company – Arbox Ltd.
   2. The Customer – a customer wishing to get a license to use the System.
   3. The System or Arbox – an ERP software for management of sports clubs which has been developed by the Company and is uniquely and solely owned by the Company.

License

1. Subject to the Customer’s performance of its obligations hereunder, the Company hereby grants to the Customer a personal, non-exclusive, non-transferable and limited (according to the terms of this Agreement) license to use the System as per the service package agreed upon by the parties when closing the transaction. The license purchased by the Customer is subject to the terms of the Service package chosen by the Customer.
   
2. Monthly license fee is set in accordance with the Service package chosen by the Customer. The license fee does not include payment for further developments and/or adaptations of the System, which if required may be charged separately.
   
3. This license does not allow for copying, duplicating, moving, changing, recreating, sale, distribution of the System or any breach of the Company’s intellectual property rights in the System.
4. The Customer shall bear the sole liability for providing the required information as needed for use of the System. If the Customer realizes that wrong information was provided or that information has been wrongly recorded in the System and/or in the Company, the Customer should immediately report to the Company and act to remedy any wrong information.
5. The Company is entitled to update the System’s versions from time to time. Version updates shall be affected automatically, as long as the Customer is fulfilling their obligations according to this Agreement.
6. The Company may use the Customer’s name in its publications of the Company and the System, and the Customer hereby consents to such use.
7. The Company is entitled to induce advertisements into the System, and to promote and/or sell various products and services through the System, including via specific notice to a group of users or to certain users.
   

Customer’s Declarations and Undertakings

1. The System operated on-line only, and cannot operate when there’s no active internet connection. The Customer hereby declares and confirms that they’re aware that the use of the System is subject to the adaptation of their internet and computer network to the System requirements. The Client assumes full responsibility for ensuring the integrity of the computers and/or the network and/or the communications infrastructure, including the Internet infrastructure used by them, and full and exclusive liability for all the consequences that will result from the failure of any of these factors will apply to the customer only.
2. The Customer confirms that they know that the information that the Customer is integrating and is exposed to them during the use of the System is saved and backed-up in cloud services, provided by third parties with security level as customary in the field. The Company shall not be liable for loss of Customer’s data deriving from a resulting from a malfunction of the System and/or its backup services and/or the cloud services provided by such third party, and the Customer is responsible to back up the data that they integrate in the System in customary ways and at their discretion.
3. The Customer shall not make any addition, subtraction, change or adaptation in the System, including de-compilation, disassembly, reverse engineering and creating derivative products and/or works from the System. Without derogating from the generality of the above, it is hereby clarified that in any event, any change, fix, update, translation and any other action performed in the System, whether in accordance with the terms of this Agreement or in breach thereof, shall become the sole property of the Company, and all rights therewith shall automatically vest with the Company.
4. The Customer confirms that they understand that the license is provided to use of the System as-is, and that the Company does not undertake responsibility for the uninterrupted operation of the System, nor that the System is free of inaccuracies, errors, nor that there will not be specific communications problems which might render the operation and use of the System difficult. In such cases, the Company shall work to quickly resolve such problems, and the Customer shall have no claim against the Company for such problems, provided that these are solved within reasonable time.
   
5. The Customer confirms and acknowledges that the Company may update the System and the System’s database as needed, at its discretion and according to technology needs which may arise.
   
6. Joining the service constitutes the Customer’s consent to receive direct mailing, (hereinafter: “Direct Mailing”), and for the use of their details for this purpose. The Customer may cancel their consent to receive Direct Mailing by writing to the Company and/or by clicking the right buttons in a notice attached to any Direct Mailing.
   
7. The Customer cannot transfer and/or assign their rights under this Agreement, and the license to use the System granted to the Customer hereunder is meant for the Customer only and is non-transferable.
   

Updates; Opt-Out

1. If you would like to access, review, correct, update, suppress, or remove Personal Information that has been previously provided by you, you may contact us by logging into your account and making the appropriate changes or by emailing our customer support at support@arboxapp.com. In your request, please make clear what Personal Information you would like to have changed or removed from our database. For your protection, we may only implement requests with respect to the Personal Information associated with the particular email address that you use to send us your request, and we may need to verify your identity before implementing your request.
   
2. Please note that we may need to retain certain information for recordkeeping purposes and/or to complete any transactions that you began prior to requesting such change or deletion.  There may also be residual information that will remain within our databases and other records, which will not be removed.
   
3. If you are a customer of one of our Customers and would no longer like to be contacted by one of our Customers, or would like to access, correct, amend, or delete inaccurate Personal Information held by a Customer, you must contact the Customer directly.
   
4. Information you provide may be used by Arbox for marketing purposes, including but not limited to, one-off promotional e-mailing, direct mail, and sales contacts.  You may opt-out from: (i) receiving electronic communications from us. If you no longer want to receive marketing-related emails from us on a going-forward basis, you may opt-out of receiving these marketing-related emails by sending a request for list removal to support@arboxapp.com. If you provide your information to Arbox, at any time you can opt-out, which will allow you to save your information with us, but we will not use your information for marketing purposes; (ii) our sharing of your Personal Information with unaffiliated third parties for their (or their customers’) direct marketing purposes. If you would prefer that we do not share your Personal Information on a going-forward basis with unaffiliated third parties for their direct marketing purposes, you may opt-out of this sharing by emailing support@arboxapp.com from the email that you have signed up or used in receiving the Services.
   
5. We will try to comply with your request(s) as soon as reasonably practicable. Please also note that if you do opt-out of receiving marketing-related emails from us, we may still send you messages for administrative or other purposes directly relating to your use of the Services, and you cannot opt-out from receiving those messages.
   

Support

1. The Company shall grant the Customer, during the term of license, support for the use and operating of the System.
2. Customer support shall be provided Sunday through Thursday between 9am and 6pm (Israel time), and on holiday eves between 9am and 1pm (Israel time), via email support@arboxapp.com. On weekends and holidays support will be provided only for failed-service malfunctions only, via email.
3. Malfunctions and errors caused by handling of the System by the Customer and/or anyone on their behalf not in accordance with the Company’s instructions, and/or due to external factors (such as short circuit, fire, etc.) and/or resulting from additions and/or changes to the System not performed by the Company and/or with the Company’s consent and/or resulting from updates of other systems which affect the System, shall not be included in the support services under this Agreement, and the Company bears no liability to them and/or to their effects.
4. In as much as a fix in the System shall require a version update of the applications stores (App Store and Google Play), the Customer acknowledges that they’re aware of the fact that this requires the stores’ approval, and the Company shall not be responsible for the time it takes to get such approval.
   

Remuneration

1. The License to use the System is granted for a license fee according to the service package chosen by the Customer.
   
2. VAT according to law, if applicable, shall be added to each payment of the license fee.
3. Payments will be made on the 10th of each month via credit card.
4. Any payment not made in a timely manner shall bear late payment interest as set by Bank Leumi Le Israel for exceeding approved credit limits.
   
5. The Company is entitled to add new features and offer them to the Customer for additional fees.
   
6. Credit Card clearing services and producing and maintaining accounting documents are operated by a third party clearing company. (hereinafter: “Clearing Company”). The Client hereby acknowledges that he is aware that the full responsibility for the operation of the service provided by the Clearing Company lies solely with such Clearing Company, that the Company does not bear any liability in connection with the said services and that the Customer will have no claim or demand against the Company in respect of or in connection with any damage, expense or loss caused to him by the use of the Clearing Company’s services or products. The services and support as described in this Section are provided by the Clearing Company, in accordance with the terms and conditions of the agreement signed between the Customer and the Clearing Company. Support services for the above are provided by the Clearing Company, and under such Clearing Company’s full liability, and the Company will not have any responsibility or liability to the Customer in connection with that regards.
   

Term of this Agreement

1. This Agreement is signed for an indefinite period starting upon signature thereof, provided however, that each party may terminate this Agreement any time, at its sole discretion and with no need for explanations, by giving prior notice to the other party as follows:
   
2. 1. When the terminating party is the Company – 60 days in advance.
   2. When the terminating party is the Customer – the following shall apply:
      
   3. (a) Monthly-Payment Program – Termination notice may be delivered at any time. It being clarified that when delivered, the payment for the following 30 days’ will be charged immediately and the software will be closed after the 30 days automatically. Provided however that if Customer’s termination notice should be received by the Company within 7 days as of the Agreement’s initial date, the monthly payment charged by the Company for the first month shall be refunded to Customer;(b) Bimonthly\Quarterly\Semi-Annual\Annual\Biannual Programs – May be terminated within 7 days as of the payments, in which case Customer shall be refunded for the fees charged by the Company for the upcoming applicable Agreement’s term. The fees will not be refunded to the customer if termination notice should be received by the Company following the 7th day of the applicable Agreement’s term.
3. Upon termination of this Agreement, should the Customer require to retrieve its data (all or part) from the Company, the following provisions shall apply:
   1. Data that may be retrieved by the Customer from the software directly will be transferred with no charge to the Customer.
   2. Data that may be retrieved by the company from its systems manually only, will be transferred against US$600 charge to the Customer.
   3. Data pertaining to credit card (or any other payment methods) transactions and details shall be retrieved and transferred in accordance with the policies of the payment processing companies. It
   being understood that the payment processing companies may prescribe conditions to the release of data, including payment of fees which shall be charged to the Customer as a condition for the transfer of its data.
   
4. The parties agree that the notice terms stated above constitute a sufficient and fair notice for terminating this Agreement, without any party having any claims against the other party for the notice period or for the termination of the Agreement
   
5. Without derogating from any right granted to any party with regard to the breach of this Agreement or any part thereof, or according to law, the non-breaching party may terminate this Agreement immediately without prior notice, if any of the following occurs: (a) the other party (“the Breaching Party”) has breached or has failed to fulfill any of the terms of this Agreement or his undertakings hereunder, and has failed to remedy such breach within 7 days of the date they were demanded to do so by the other party; (b) the Breaching Party has gone bankrupt or has been issued a receivership order or a temporary or permanent receivership order or if he has proposed a creditors arrangement with his creditors or if a stay of proceedings order has been issued against him or if he ceases to pay his debts or if a material part of his property is foreclosed upon, provided that such forclosing order is not removed within 30 days from the day on which it was imposed (the 30 day limit is for the foreclosing order only, for all other events the agreement will be terminated immediately); (c) The Breaching Party or any of its managers or shareholders shall be convicted of a criminal offense involving moral turpitude; (d) The Breaching Party acted unreliably or disloyally, or dishonestly, towards the injured party.
   

Limitation of Liability

1. The Company shall provide the System and its ancillary documents to the Customer “as-is”. The Company does not undertake that the System works smoothly and with no interruptions, nor does it undertake that the System does not contain errors, bugs or inaccuracies. The Company shall not be liable to the Customer, and the Customer hereby waives the Company from any liability, express or implied, regarding the System and/or use thereof and/or the results of such use and/or of the inability to use the System, including any liability relating to fitness to a particular purpose, and damaged deriving and/or which might derive from any failure, delay or omission having to do with the System.
   
2. The Company shall not bear responsibility and shall not be liable for any direct and/or indirect and/or additional and/or special and/or consequential  and/or any other sort of damages resulting from the development of the System, use of the System, System performance and/or the inability to use the System, including but without limitation, damages for lost profits, disturbance to business, loss of business data, wrong or lost data, even if the Company was aware and/or was supposed to be aware of the possibility of such damages. The risk for use of the System lies solely with the Customer.
   
3. The Company’s total liability relating to this Agreement shall be limited to the total accumulating sum paid by the Customer to the Company for the license to use the System in the 6 months period preceding the claim against the Company (hereinafter: “the Liability Limit”). To remove doubt, it is hereby clarified that the Liability Limits relates to any and all fiscal remedies to which the Customer may be entitled from the Company, and constitutes the final and inclusive limit of liability.
   
4. The Liability Limit shall apply even if this remedy fails to compensate the Customer for the total damages caused to the Customer, or if it does not fulfil its main purpose, and even if the Company knew, or should have known, of the possibility to damage.
   
5. o remove doubt, it is hereby clarified that the Company shall not be liable for the System and/or any part and/or component of the System, and/or for any other service provided to the Customer by any third party and/or which has been changed or interfered with following the System’s installment and/or which were combined with products, processes or other material. The Company shall not be liable for any kind of damages caused by the use of the System in any of the circumstances described above.
   

Unauthorized Use

1. The Customer is liable for any use of the System, including use which wasn’t authorized by it. 8.2. The Customer is liable for any inappropriate use of the System by the Customer or any of its employees.
   
2. If the Company finds any inappropriate use of the System by any Customer, the Company may suspend use of the System for such Customer until such time as this matter is resolved.
   

Data Retention

We will retain your Personal Information for as long as needed to provide the applicable Services you use, unless a longer retention period is required or permitted by law.

Intellectual Property Rights

1. All rights in the System, including its content, belongs to the Company and/or to third parties who gave license to the Company to use their material. The System contains material and content protected by copyrights, patents, trademarks and other intellectual property rights, according to Israeli law and international treaties to which Israel is a party.
   
2. The Customer declares that they are aware that the System and all rights in the System, including copyrights and other intellectual property rights, with all of its versions existing today and which shall exist from time to time, especially new and/or upgraded versions of the  System, and all copies thereof, and any and all material and content attached and/or which shall be attached to it, is and shall remain the sole property of the Company.
   
3. License granted by this Agreement, allows the Customer the right to use the System in accordance with the terms of this Agreement, which does not constitute a sale of the System and/or its source code and/or any component thereof.
   
4. The Customer and/or anyone else cannot copy and/or publish and/or broadcast and/or duplicate and/or rent and/or lease and/or lend and/or give and/or change and/or trade and/or insert changes and/or sell and/or distribute and/or create derivatives of the System and/or any part therof. The Customer undertake not to infringe the rights of the Company and/or of any third party, and not to breach the terms of use of the System.
   

Privacy

1. The Company shall use information provided to it by the Customer to let the Customer know of products and services which could be of interest to the Customer, including via direct mailing, as defined in the Privacy Protection Law.
   
2. The Customer is entitled to request to unsubscribe from any such mailing list.
   
3. Without derogating from the above, the Company shall keep in confidence any information it may have about the Customer, unless it was obligated to provide such information in accordance to law, and/or where providing such information to a third party in required for the Company’s activity and/or for providing the service to the Customer and/or for billing the Customer and/or according to any law demanding that the Company provides such information about the Customer.
   
4. The Company does its best to protect the Customer’s information and other data going through the System through the use of security methods acceptable in the industry. In spite of taking action regarding protecting the information and the Customer’s data in the System, the Company shall not be liable for any leak and/or exposure of information obtained by unpermitted entry to the System and forbidden use of information given by the Customer while using the System.
   

Miscellaneous

1. Any waiver by either party of a right such party has according to this Agreement or according to law in any case, shall not be deemed a waiver of this right in another event. No waiver shall be valid under this Agreement, unless done in writing and signed by the waiving party.
   
2. This Agreement constitutes and contains all terms agreed upon between the parties regarding the subject matter of this Agreement. Any promises, guarantees, contracts, whether written or oral, undertakings or representations, estimations and suppositions regarding this Agreement, which were given or done by the parties before signing this Agreement, and which are not explicitly included herewith, shall not add to the obligations and rights set forth in this Agreement, nor subtract from them or change them, and they shall not be binding upon the parties.
   
3. This Agreement shall be governed by the laws of the State of Israel, and the sole jurisdiction of any issue relating to or deriving from this Agreement shall vest with the competent courts in Tel Aviv, Israel, and not with any other court or judicial authority.
   
4. The parties’ addresses for purposes of this Agreement are as detailed in the preamble to this Agreement, or any other address or facsimile number of which either party gave written  notice to the other party at least 15 days in advance. Messages according to this Agreement shall be written, and shall be sent to the parties via registered mail or facsimile or delivered by hand with emailed copies; Any message sent by registered mail shall be deemed received within 3 days of its dispatch; Any message sent by facsimile on a business day, shall be deemed received upon receipt of sent confirmation, and if sent not on a business day, it shall be deemed received on the first business day following such receipt of sent confirmation; Messages delivered by hand shall be deemed received upon delivery thereof. Any material legal notice to the Company shall also be sent to Adv. Udi Doron, Kokhva St. 23, Bene Beraq, VTOWER floor 9.