TERMS OF USE 
Shamir Website

 

[Last Revised: April 25 ,2018]

Shamir Optical Industry Ltd., its subsidiaries and affiliates (“Shamir", "Company" “we” or "us") welcome you (the "User(s)", "Eye-Care Service Providers" or "you") to our website at www.shamir.com (including its subdomains) and any other Shamir-related-websites (collectively, the “Site”). Our Site offers basic information regarding our Company, including links to Shamir's various websites, and regarding our services and products. Our Site also allows online ordering of our products, by Users who have registered and opened an Account. Each of the Site's Users may use the Site in accordance with the terms and conditions hereunder.

1. Acceptance of the Terms

By entering, connecting to, accessing or using the Site and/or by opening an Account you acknowledge that you have read and understood the following terms of use, including the terms of our Privacy Policy (collectively, the "Terms") and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Site and you acknowledge that these Terms constitute a binding and enforceable legal contract between Shamir and you. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ENTER TO, CONNECT TO, ACCESS OR USE THE SITE IN ANY MANNER.

The Site is available only to individuals who (a) are at least eighteen (18) years old; and (b) possess the legal capacity to enter into these Terms (on behalf of themselves and their organization) and to form a binding agreement under any applicable law. You hereby represent that you possess the right, authority, and capacity to enter into these Terms on your and your organization's behalf and form a binding agreement under any applicable law, to use the Site in accordance with these Terms, and to fully perform your obligations hereunder. For the avoidance of doubt, any act or omission performed by you in connection with the Site shall obligate your organization.

2. The Site

 

Shamir is engaged in the development, design and manufacture of premium lenses and molds for the ophthalmic industry. To this end, Shamir has established relationships with eye-care service providers who are offered, through the Site, advanced technological lens solutions which are differentiated and customized based on the patient's profile. The Site may provide such Eye-Care Service Providers with comprehensive information regarding unique technologies which are developed by the Company, research on visual sciences and eye healthcare, eye-care consumer profiling and cataloging, as well as recent developments in lens production, and information for the Eye-Care Service Providers about ordering customized lenses and other products and services offered by Shamir from time to time on the Site ("Products" and "Services", respectively) for their customers ( the "End-Users").

The Site includes general information about Shamir, the Products and/or Services and may also include resources such as Shamir's research center, and any other content related thereto such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the "look and feel" of the Site, algorithms, source and object code of the Site, interface, GUI, interactive features related graphics, methods, illustrations, drawings, animations and other features obtained from or through the Site (collectively, the “Content”). Further, the Site provides the Users the ability to contact our support team via the Contact Form available in our Site ("Contact Form").

Shamir makes no representation as to whether any Products and/or Services offered on this Site are or may be available or appropriate in territories outside the territory in which such Products and/or Services are offered. You specifically acknowledge and agree that any Product and/or Service you may order from Shamir, where Shamir opts to provide it, will be provided to you from and by Shamir’s local lawful representative in the applicable territory. Any such Product, Service transaction, deal, or bargain shall constitute a local deal and trade, which will be executed and performed subject to all of Shamir's Terms and Conditions of Sale as included on the Site or published elsewhere by Shamir or as agreed between you and Shamir's local lawful representative in the applicable territory (as applicable), and in accordance with all relevant and governing provisions of the local law in that country.

ALL RIGHTS, TITLE, AND INTEREST IN AND TO THE CONTENT AVAILABLE ON THE SITE ARE RESERVED TO SHAMIR OR ITS LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE AND THE CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN "AS IS" BASIS. SHAMIR WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE CONTENT AVAILABLE THEREIN.

YOUR USE OF THE SITE AND/OR THE CONTENT AVAILABLE THEREIN IS ENTIRELY AT YOUR OWN RISK.

DUE TO THE ONLINE NATURE OF USE, WE DO NOT WARRANT THAT THE SITE, CONTENT, OR ANY RESULTS THEREOF WILL BE FREE OF VULNERABILITIES, ERRORS, BUGS OR OTHER INACCURACIES.

Note: Use of our Site is currently free of charge. However, we reserve the right to charge fees for certain features or services available via our Site in the future. You hereby acknowledge and agree that you may be charged for Internet, maintenance of network connection and data usage charges made through use of the Site, according to the applicable rates charged by your respective third party Internet and data usage service provider as may be from time to time.

3. Registration and User Account

 

Using the Site or part thereof may require you to register and open an account (the “Account“). Registration can be done by completing the registration process within the Site which may require you to share with us certain Personal information (as such terms is defined in the Privacy Policy (as defined below)) about you and/or your organization. Information about the collection of Personal Information is provided in our Privacy Policy. Shamir reserves the right to reject registration requests at its sole discretion.

You may not have more than one (1) active Account. Your Account is password protected. In order to protect the security of your Personal Information available on your Account, you must safeguard and not disclose your Account log-in details and you must supervise the use of such Account. You must provide accurate and complete information when creating an Account and you agree to not misrepresent your identity or your Account information. You agree to keep your Account information up to date and accurate.

YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE PASSWORD AND ACCOUNT AND FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT. If we in good faith believe you have created an Account impersonating another person, such Account may expose you to civil and/or criminal liability.

You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Shamir. You must notify us immediately of any unauthorized use of your Account or any other breach of security and in such events, you must change your password immediately by (a) the settings of your Account or (b) sending us an email to info@shamir.com We cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these Terms, i.e., if someone else accesses your Account through the registration information he/she has obtained from you or through a violation by you of these Terms, or for any unauthorized use of your Account or any other breach of security.

If you wish to either change your log-in details, or cancel and remove your Account, you may use the setting menu or you can send us an e-mail of your request to the support email which appears on the Site. Your Account on the Site will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account.

We can suspend or terminate access to your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of Shamir, its users or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; (f) in case we have discovered fraudulent traffic or other dishonored conduct by you; and/or (g) we are required to by law. We may, but will not be required to, provide you a notice in the event of any such suspension or termination. During a suspension, you will not have the ability to use or access your Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account.

CANCELLING OR TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS.

4. Use Restrictions

 

There are certain conducts which are strictly prohibited when using the Site. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at Shamir's sole discretion) in the termination of your use of the Site and/or Content and may also expose you to civil and/or criminal liability.

Unless otherwise explicitly permitted under these Terms or in writing by Shamir, you may not (and you may not permit anyone to): (a) use the Site and/or the Content for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or Content for non-internal or commercial purposes; (c) remove or disassociate, from the Content and/or the Site any restrictions and signs indicating proprietary rights of Shamir or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users' rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Site or the servers or networks that host the Site, or disobey any laws, rules, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Shamir endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Site; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site; (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Site and/or Content, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use the Site and/or Content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Shamir's proprietary rights, including Shamir's Intellectual Property (as such term is defined below), in any way or by any means; (k) make any use of the Content on any other site or networked computer environment for any purpose without Shamir’s prior written consent; (l) create a browser or border environment around Shamir Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Site and/or Content; (n) frame or mirror any part of the Site without Shamir's prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content from the Site; (p) transmit or otherwise make available in connection with the Site and/or Content any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the Site for any purpose for which the Site is not intended; and/or (r) infringe and/or violate any of the Terms.

 

5. Contacting us via the Site 

You do not have to register in order to visit the Site, but only to such areas designated for our online ordering customers. In order to contact us using the Site, please send us an email to info@shamir.com.

 

6. Privacy Policy 

We respect your privacy and are committed to protect the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you connect to, access or use the Site. Our policy and practices and the type of information collected are described in details in our Privacy Policy (the "Privacy Policy") which is incorporated herein by reference. You agree that Shamir may use personal information that you provide or make available to Shamir in accordance with the Privacy Policy. If you intend to connect to, access or use the Site, you must first read and agree to the Privacy Policy.

 

7. Data Collection with respect to End-Users

Any and all data (non-personally identifiable data and personally identifiable data) with respect to End-Users (collectively, the “Data”) shall be solely owned by their respective Eye-Care Service Providers and/or their licensors. Data may include, without limitation, eye-related medical history and prescriptions, geo-location (country, region, city) of End-Users and/or other information related to such End-Users. Shamir shall be considered granted an irrevocable, non-exclusive, assignable, sub-licensable, royalty-free, fully paid-up, worldwide, license to use the Data in order to provide the Products and/or Services, as further detailed in Shamir's Privacy Policy. Further detail regarding the collection of Data is provided in the Privacy Policy.

The Eye-Care Service Providers will ensure that Data collected from End-Users is collected through an effective and enforced privacy policy that (i) is based on an explicit, freely given, specific, informed and unambiguous consent of the End-Users to support lawful processing of the Data (including in relation to "sensitive information" (such as End-Users' medical history) either by a statement or by a clear affirmative action by the End-Users ensuring that the End-Users are aware that they are giving their explicit consent to the processing of the Data and that they may withdraw their consent at any time, (ii) discloses the collection and usage (including with respect to transfer to third parties) of the Data as resulting from the use of our Site and/or the Products and/or Services, (iii) notifies End-Users of mechanisms by which End-Users may opt out of such Data collection, (iv) notifies End-Users that information about their use of Shamir's Products and/or Services may be gathered through cookies, web beacons and similar means, and may be used to select Products and/or Services that may be of interest to such End-Users; and (v) complies with all applicable privacy laws, rules, directives, and regulations, as applicable from territory to territory. Eye-Care Service Providers represent and undertake that they have obtained and will obtain all legally required consents, permissions, and approvals from End-Users in order to permit Shamir to access, store, collect, analyze, monitor and process the Data (including in relation to "sensitive information" such as End-Users' medical history) in order to provide the Products and/or Services in accordance with the Privacy Policy. Eye-Care Service Providers shall remain solely responsible and liable for, and release Shamir from, any and all liability arising from the collection of such data by the Eye-Care Service Providers and Shamir’s use of the Data as permitted herein.

Eye-Care Providers acknowledge that Shamir may collect, disclose, publish and use in any other manner anonymous information which is derived from the use of the Site and/or Products and/or Services (i.e., non-identifiable information, aggregated and analytics information) ("Analytics Information")), in order to provide and improve Shamir's Products and Services and for any legitimate business purpose. Shamir is and shall remain the sole owner of the Analytics Information.

 

8. Intellectual Property Rights 

The Site, the Content and the Company's proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to Shamir and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.

The Terms do not convey to you an interest in or to the Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.

To the extent you provide any feedbacks, comments or suggestions to Shamir (“Feedback”), Shamir shall have an exclusive, royalty-free, fully paid up, worldwide, sublicenseable, perpetual and irrevocable license to incorporate the Feedback into any Shamir current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential.

Further, you warrant that your Feedback is not subject to any license terms that would purport to require Shamir to comply with any additional obligations with respect to any Shamir current or future products, technologies or services that incorporate any Feedback.

 

9. Trademarks and Trade names

“Shamir” Shamir™, Shamir’s marks and logos and all other proprietary identifiers used by the Company in connection with the Site (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.

 

10. Social Media Features 

The Site may include social sharing and posting features and other integrated tools (for example the Facebook "Share" and "Like" buttons, sharing, liking, and posting content via Twitter, Facebook, Youtube. Google+ etc.) ("Social Features").

The Social Features are operated or allow for social integration with certain third party social networks or third party platforms (“Social Network" or "Platform"). These are created and maintained by third parties who are not affiliated with and/or controlled by us. Your use of the Social Features is subject to the applicable third party Social Network or Platform terms of use and privacy policies. If you do not agree to the practices described in such terms you should not use the Site's integration with such Social Networks or Platforms. However, you may find that you are not able to enjoy all the features available by our Site. Shamir is not responsible and has no liability for your use of such Social Features and/or Social Networks or Platforms.

 

11. Linking to Shamir's Site and Links to Third Party Sites

 

We welcome links to any page on our Site. You are free to establish a hypertext link to the Site so long as the link does not state or imply any connection or approval of your website, products and/or services by Shamir, and does not portray Shamir in a false or otherwise offensive manner. You may not link to our Site from a site that you do not own or have permission to use. In the event that you link to Shamir's Site you represent that your site does not contain content that is unlawful, offensive or infringing third party rights. However, we do not permit framing or inline linking.

Certain links provided herein permit our Users to leave this Site and enter non-Shamir sites or services (including but not limited to Facebook’s “Share” and “Like” buttons available in our Site, Twitter and Google+). Those linked sites and services are provided solely as a convenience to you. The inclusion of such links does not imply endorsement of the sites and services by Shamir or any association with the operators of such sites and resources. These linked sites and services are not under the control of Shamir and Shamir is not responsible for the availability of such external sites or services, and does not endorse and is not responsible or liable for any content including but not limited to content advertising, products or other information on or available from such linked sites and services or any link contained in linked sites or service. In addition, Shamir is not responsible or liable for such linked sites and services' privacy practices and/or any other practices. Your access to, use of and reliance upon any such sites, services and content and your dealings with such third parties are at your sole risk and expense. Shamir reserves the right to terminate any link at any time and you shall have no claim in this respect. You further acknowledge and agree that Shamir shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with use of or reliance on any services, content, products or other materials available on or through such linked sites or resource. Most of such linked sites and services provide legal documents, including terms of use and privacy policy, governing the use thereof. It is always advisable and we encourage you to read such documents carefully before using those sites and services, inter alia, in order to know what kind of information about you is being collected.

 

12. Availability 

The Site’s availability and functionality depends on various factors, such as communication networks. Shamir does not warrant or guarantee that the Site will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.

 

13. Changes to The Site

Shamir reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently this Site (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under this Site may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Shamir shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Site or the Content included therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.

 

14. Disclaimer and Warranties

 

THIS SECTION ADDS TO AND DOES NOT DEROGATE FROM ANY OTHER DISCLAIMERS CONTAINED IN THESE TERMS.

TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE AND/OR CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND SHAMIR, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, "SHAMIR'S REPRESENTATIVES"), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.

WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SITE AND/OR CONTENT IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE AND/OR CONTENT, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE (INCLUDING THAT THE RESULTS OF USING THE SITE AND/OR CONTENT WILL MEET YOUR REQUIREMENTS). SHAMIR AND SHAMIR'S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE AND/OR CONTENT, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE AND/OR CONTENT, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION DISPLAYED WITHIN THE SITE.

WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN SHAMIR.

WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

YOU AGREE THAT USE OF THE SITE AND/OR THE CONTENT IS ENTIRELY AT YOUR OWN RISK.
INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

 

15. Limitation of Liability

TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL SHAMIR, INCLUDING SHAMIR'S REPRESENTATIVES, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR THE CONTENT, YOUR USE OR INABILITY TO USE THE SITE AND/OR THE CONTENT AND/OR THE FAILURE OF THE SITE TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF SHAMIR TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF SHAMIR OR SHAMIR'S REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER SHAMIR OR SHAMIR'S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, SHAMIR'S AND SHAMIR'S REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE OR THE CONTENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO SHAMIR FOR USE OF THE SITE.

INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

 

16. Indemnification 

You agree to defend, indemnify and hold harmless Shamir, including Shamir's Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Site and/or Content; (ii) your violation of any of these Terms (including any warranties or representations); (iii) your violation of any third party rights (including, but not limited to, the End-Users), including without limitation any intellectual property rights or privacy right of such third party; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site. It is hereby clarified that this defense and indemnification obligation will survive these Terms.

Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.

 

17. Amendments to the Terms

 

The Company may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the above stated “Last Revised” date and your continued use of the Site on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.

 

18. Termination or Suspension of your Account, Termination of these Terms and the Termination of the Site's operation

 

These Terms shall remain in effect until terminated as set forth herein. Your failure to comply herewith shall terminate your license to use the Site and these Terms. In the event of your failure to comply herewith Shamir may immediately temporarily or permanently limit, suspend or terminate your Account with or without notice in addition to any other remedies that may be available to Shamir under any applicable law. If you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Site, you may terminate these Terms at any time by exiting our Site and stopping your use thereof and this will be your sole remedy in such circumstances.

Additionally, Shamir may at any time, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, delete any information from the Site or correct, modify, amend, enhance, improve and make any other changes thereto or discontinue displaying or providing any information, content or features therein without giving any prior notice. You agree and acknowledge that Shamir does not assume any responsibility with respect to, or in connection with the termination of the Site's operation and/or termination or suspension of your Account and/or loss of any data.

Without limiting the generality of the foregoing, we may terminate or suspend your Account, if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of Shamir, its users or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms and/or (f) we are required to by law. We may, but are not obligated to, provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access your Account t. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account.

Upon termination of these Terms for any reason: (i) all rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Site and so certify to Shamir if required by it, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Use Restrictions, Intellectual Property, Trademarks and Tradenames, Disclaimer and Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.

 

19. General

 

(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Site or the use thereof will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Shamir may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by Shamir, (j) Shamir's remedies hereunder shall be cumulative and not exclusive, and shall be in addition to any other relief to which it may be entitled at law or in equity, and (k) the parties agree that all correspondence relating to these Terms shall be written in the English language.

 

20. For information, questions or notification of errors, please contact: 

If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail to info@shamir.com