This document sets the terms and conditions (these "Ts&Cs") for the use of the Services (as defined below). We reserve the right to amend these Ts&Cs from time to time and all such amendments shall apply to our relationship effective immediately upon our notification to you.
1.1. These Ts&Cs are between us, Treato Ltd. ("Treato" or "we"), and you, the legal entity that will be using the Services or that will be granted access to the Services for any purpose, including for evaluation purposes, testing purposes, presentation purposes, campaign purposes, pre-sale activity or any other purpose ("you" or "User"). For the purpose of these Ts&Cs, "Intermediary" shall mean the entity that has entered into a direct relationship with Treato with respect to the Services that Treato is providing to you.
2.1. In providing the Services, we obtain and rely on certain information from you, from third parties, and third party software and applications. We cannot guarantee the accuracy or completeness of such data nor can we assume any responsibility for the analytical, historical and statistical information provided to you as part of or by your using or accessing the Services.
2.2. The use of the Services is conditioned upon your providing an Internet connection of sufficient bandwidth and quality, and for meeting such other site requirements as we or the Intermediary may specify.
3.1. You may access and use the Services only for your own use, only so long as you are in compliance with all provisions of these Ts&Cs, and only so long as the Intermediary makes all payments that are due to us from the Intermediary. You may not (i) access a specific Service with respect to any parameters other than those that the Intermediary has specified to us, or (ii) grant access to a Service to any other entity, or transfer the information obtained or derived from the Services to any other entity, whether or not such other entity is affiliated with you in any way.
3.2. Up to a total of three named employees, who may be your employees, employees of the Intermediary, or a combination of your employees and employees of the Intermediary, may be authorized to access the Services. These employees may be replaced from time to time, and their access authorization granted to other named employees of the Intermediary or of you, by notice to Treato, all in accordance with Treato’s then-current policies and procedures; provided that the total number of named employees with access authorization to a specific Service for a specific User shall not exceed three at any one time.
3.3. You acknowledge that we may, in our sole discretion and at any time or from time to time, change or discontinue providing any part of the Services, and our sole liability in such case shall be to refund any amounts previously paid by you with respect to any portion of the Services that we discontinue.
4.1. In connection with your use of 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, data or information of others or the operational or security mechanisms of the Services or to allow third parties to use or to exploit the Services, in any manner whatsoever.
4.2. Without limiting the foregoing, you may not:
4.2.1. make any use whatsoever of the information obtained or derived from the Services in a jurisdiction where it would be illegal to do so;
4.2.2. infringe on intellectual property rights (including, without limitation, copyrights and trademark rights) relating to: (i) the Services, and (ii) third party content or resources;
4.2.3. disrupt, circumvent, self-customize, or interfere with any part of the Service;
4.2.4 attempt to circumvent any protection mechanism in the Services, or any part or component thereof;
4.2.5. alter, modify, delete, forge, frame, hyper-link, or otherwise interfere with or in any manner compromise the Services or any content, programming, advertising, services or features contained in or through the Services, including without limitation any data, text, images, sounds, video, content, programming, logos, trademarks, service marks, HTML code, compilation of content, format, design, user interface and software made available through or which appears as part of the Services ("Content");
4.2.6. access or use, or attempt to access or use, any Treato systems, programs or data that you are not authorized to access or use, or bypass or attempt to bypass any registration or User ID authentication processes, or any other security mechanisms, included in or part of the Services;
4.2.7. decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Services;
4.2.8. copy, distribute, transmit, publicly display, publicly perform, modify, rent, sell, or create derivative works of any portion of the Services or any component or software included within or embedded in the Services; or
4.2.9. use the Services in any manner which is in contrary to its intended purpose or which is not specifically authorized by Treato.
5.1. Access to the Services requires registration, and as part of the process you will be requested to provide certain information, including a unique User ID and a password ("Registration Data") provided to you by Treato or the Intermediary. You are responsible for providing true, accurate, current and complete Registration Data; promptly updating the Registration Data to keep it accurate, current and complete; and preventing access to the Services by any unauthorized person by means of use of your Registration Data.
5.2. You agree that Treato may, in its sole discretion and without notice or liability to you or any third party, immediately suspend or disable your account and deny access to the Services (or any portion thereof) upon loss, theft or unauthorized use of your Registration Data, an intellectual property infringement claim by any third party, or violation of these Ts&Cs.
6.1. You agree that Treato may, in Treato's sole discretion, use any improvements that you request or propose to the Services, and any feedback or ideas that you provide to Treato in connection with the Services in any way ("Submission"), including without limitation in future modifications of the Services or advertising and promotional materials relating thereto.
6.2. You hereby grant Treato and its successors and Affiliates a perpetual, worldwide, non-exclusive, transferable, non-revocable, sub-licensable, royalty-free and fully paid-up license, without restriction, to use, modify, create derivative works from, reproduce, distribute and display any of your Submissions, without notice to you.
7.1. All Content included in or incorporated into the Services or that may be made available to you by Treato from time to time is and remains the sole property of Treato or its vendors or licensors, and is protected by copyrights, trademarks, service marks, patents and other proprietary rights and intellectual proprietary rights and laws.
7.2. Treato makes no claim of ownership as to the trademarks of any vendor listed on the Services, or with respect to any publication mentioned in the Services, including any goodwill that arises from the use of those trademarks.
8.1. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE CONTENT AND THE SERVICES, OR YOUR PERFORMANCE, USE OR CONDUCT OF ANY ACTIVITY OR ANY OTHER USE OF THE SERVICES, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES, INCLUDING WITHOUT LIMITATION ANY RESULTING DAMAGES OR COSTS TO TREATO OR TO ANY OTHER INDIVIDUAL OR ENTITY.
8.2. Treato shall not be held liable for any down time or unavailability of the Services due to internet down time, insufficient band width or any errors which are beyond Treato's reasonable control.
8.3. THE SERVICES ARE PROVIDED ON AN "AS IS", “WITH ALL FAULTS” AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TREATO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE CONTENT AND THE SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH USER. TREATO MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED. IN ADDITION, TREATO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, OR ANY INFORMATION CONTAINED THEREIN, IS ACCURATE, COMPLETE, RELIABLE OR CURRENT, AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM RELIANCE BY USER ON ANY ASPECT OF THE SERVICES.
8.4. THE SERVICES REFLECT AGGREGATED INFORMATION THAT HAS BEEN COLLECTED FROM VARIOUS WEBSITES IN THE WORLD WIDE WEB. THERE CAN BE NO ASSURANCE THAT TREATO WILL BE ABLE TO IDENTIFY, COLLATE OR PROPERLY ANALYZE THE AVAILABLE INFORMATION. TREATO DOES NOT EXPRESS AN OPINION ABOUT THE INFORMATION NOR DOES IT ASSUME ANY RESPONSIBILITY OR LIABILITY THEREFOR. THE DATA AND INFORMATION CONTAINED IN THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR TREATMENT. TREATO DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC PRODUCTS, PROCEDURES, OPINIONS OR OTHER INFORMATION THAT MAY BE MENTIONED BY IT. RELIANCE ON ANY INFORMATION PROVIDED BY TREATO IS SOLELY AT SUBSCRIBER’S AND/OR THE USERS’ OWN RISK. WITHOUT LIMITING THE FOREGOING, TREATO MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR, BUG OR VIRUS FREE; NOR DOES TREATO WARRANTS OR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS, THE SERVICES OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL TREATO BE LIABLE, UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLE. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL TREATO BE LIABLE FOR ANY DAMAGES (I) ARISING OUT OF THE USE OR THE INABILITY TO USE OR THE AVAILABILITY OR PERFORMANCE OF THE SERVICES , OR (II) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE(S), OR (III) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE(S) RESULTING FROM USER ID SUSPENSION, TERMINATION, SHUT DOWN, LIMITATIONS OR ANY OTHER OPERATION DECIDED SOLELY BY TREATO IN CONNECTION WITH SUCH USER ID, OR (IV) RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION RECEIVED AS A RESULT OF USING THE SERVICES, OR (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON USING THE SERVICES; IN EACH CASE, EVEN IF TREATO HAS 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 Treato's aggregate liability shall not exceed the lesser of (a) $100,000, and (b) the aggregate of all fees paid by You (or by an Intermediary on your behalf) to Treato during the six months preceding the event giving rise to such liability.
10. Amendments Treato may change these Ts&Cs or the Services at any time(s), in Treato's sole discretion after notifying you. Notice shall be given by updating these Ts&Cs on Treato’s website, and Treato may also give notice to the Intermediary. It is the User's responsibility to periodically check these Ts&Cs for any changes.
11. Governing Law. These Ts&Cs will be governed by the law of the State of New York, USA without regard to its choice of law or conflicts of law principles. The parties hereby consent to the exclusive jurisdiction and venue of the courts in the Borough of Manhattan, New York City, New York, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court.
12. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services and these Ts&Cs or any related matter must be filed within one year after such claim or cause of action arose or be forever barred.