Terms and Conditions
1.1 These Terms and Conditions ("Agreement" or “Terms”) set forth the general terms of your use of Flatworld ("Website" or “our” or “us” or “we”) and any of its related services ("Services").
1.2 This Agreement is legally binding between you ("User", “visitor” "you" or "your") and Flatworld (“Website Operator” "Operator", "we", "us" or "our"), its parent company, present or future affiliates, suppliers, employees, agents, successors or representatives, both you and the Operator collectively ( “Parties” or “Party”).
1.3 By accessing and using the Website and Services, you acknowledge that you have read, understood, and agree to be bound by the Terms of this Agreement.
1.4 If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such an entity to this Agreement, in which case the terms "User", "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with the Terms of this Agreement, you must not accept this Agreement and may not access and use the Website and Services.
1.5 You acknowledge that this Agreement is a contract between you and the Operator, even though it is electronic and is not physically signed by you, and it governs your use of our Website and Services.
2. Acceptance of these terms
2.1 You acknowledge that you have read this Agreement and agree to all its Terms. By accessing and using the Website and Services you agree to be bound by this Agreement.
2.2 If you do not agree to abide by the Terms of this Agreement, you are not authorised to access or use our Website and Services.
3. Access to our Services
By accessing the Services, you warrant that:
3.1 You are legally capable of entering into binding contracts as per applicable law;
- If you are a minor, your guardian acknowledges that [he/she/they] have read, understood, and agreed to all of the terms and conditions contained in this Agreement.
- All registration information you submit is truthful and accurate;
- You will maintain the accuracy of such information; and
- Your use of our Website and Services does not violate any applicable law or regulation.
4. Links To Other Resources
Although the Website and Services may link to other resources (such as websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein.
5. Intellectual Property Rights
5.1 "Intellectual Property Rights" means all present and future rights conferred by statute, law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world.
5.2 All content (present or future) included on our Website, such as text, graphics, logos, images, videos, digital downloads, data, trademarks, service marks, design and layouts, or any other material, and all intellectual property rights in connection with such content are owned by or licensed to our website, its suppliers, licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. We expressly reserve all intellectual property rights in all content.
5.3 Other trademarks, service marks, graphics, and logos used in connection with the Website and Services may be the trademarks of other third parties. Your use of the Website and Services grants you no right or license to reproduce or otherwise use any of the Operator or third-party trademarks.
5.4 These Terms permit you to use our website for your personal and non-commercial use only.
5.5 This Agreement does not transfer to you any intellectual property owned by the Operator or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with the Operator.
6. Billing and Payments
6.1 Subscription Fees, Payment, Taxes, and Refunds. You shall be charged for Your subscription to the Services through a Plan of Your choice for Your access and use of an Account (“Subscription Fee”). Subscription Fee based on the pricing plan that You choose in connection with a Subscription for the associated functionality and services (“Plan”) You choose for the Services. Unless otherwise specified in these Terms or in a pricing agreement or an order form referencing these Terms and executed or approved by You and Us with respect to Your Subscription, which agreement may detail, among other things, the Plan applicable to a Subscription, the associated Subscription Fees and other details of the Subscription (“Pricing Agreement”), the Subscription Fees are (i) payable and due in full immediately upon each due date with respect to a Subscription until Your Subscription is terminated in accordance with these Terms; (ii) non-refundable; and (iii) exclusive of any taxes, levies, duties, fees or other amounts assessed or imposed by any government authority (“Taxes”), for which You are solely responsible. You authorize Us and/or Our authorized agents, as applicable, to bill and automatically charge You the Subscription Fee, including for any Renewal Term (as defined below). You must notify Us of any change in Your payment account information, either by updating Your Account or via e-mail to firstname.lastname@example.org.
6.2 Delayed Payments/Non-payment of Subscription Fees. Where We do not receive payment towards the Subscription Fees within the due date for a Subscription, You shall be notified of such non-payment. We must receive payments within a maximum of fifteen (15) days from the date of Our notice to You, failing which, in addition to Our right to other remedies available under law, We may (i) charge an interest for late payment at 1.5% per month on the outstanding balance; (ii) suspend Your access to and use of the Services until We receive Your payment towards the outstanding Subscription Fees; and/or (iii) terminate the Subscription in accordance with these Terms.
6.3 Upgrades. You may upgrade between the Plans during the Term, but not downgrade. When You upgrade, the new Subscription Fees become immediately applicable. Upon upgrade, the new Subscription Fees for the subsisting month would be charged on a prorated basis and shall be payable in accordance with Section 6.1. Subsequent months will be charged in full according to the new Subscription Fees and any credits will be adjusted appropriately.
7. Term, Termination, and Suspension
7.1 Term and Termination
7.1.2 If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
7.1.3 You will pay to Us a fee for access to the Services under these Terms and any relevant pricing agreements with Us (“Subscription”). Unless otherwise contained in a Pricing Agreement or Plan, the Subscription is valid for a period of twelve (12) months from the ‘Subscription Start Date’ set forth in a Pricing Agreement (“Initial Term”) and shall renew automatically for the same period (“Renewal Term”) unless terminated earlier by either Party in accordance with these Terms. For the purposes of these Terms, “Term” shall mean the Initial Term and any Renewal Term(s).
7.1.4 Unless otherwise contained in a Pricing Agreement or Plan, to discontinue renewal of a Subscription, You may terminate the Subscription fourteen (14) days prior to the expiry of the subsisting Term by written notice to Us. Additionally, You shall pay the Subscription Fees till the date of discontinuance of the Subscription. For the avoidance of doubt, such termination will not have any effect on the subsisting Term and associated payment obligations.
7.1.5 Either Party may terminate the relevant Subscription(s) or these Terms for the other Party’s material breach of these Terms where such material breach has not been cured within fourteen (14) days of written notice by the aggrieved Party to the defaulting Party. Where the aggrieved Party reasonably believes a material breach cannot be cured, these Terms may be terminated with immediate effect.
7.1.6 Notwithstanding anything contained herein, either Party may terminate these Terms after notifying the other Party in writing, if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property.
7.1.7 In the event of Your actual or threatened breach of these Terms, including any suspected unauthorized activity on Your Account or non-payment of Subscription Fees, We have the right to suspend all or part of Your Subscription(s). You agree to cooperate with Us in any investigation into any unauthorized activity and where Your breach remains uncured for fifteen (15) days following written notice, We reserve the right to terminate the Subscription and/or these Terms with immediate effect.
7.2 Effects of Termination of a Subscription
7.2.1 Upon any termination of a Subscription, all rights granted to You hereunder will immediately cease. We shall not be liable to You or any other third party for suspension or termination of Your Subscription if done in accordance with these Terms.
7.2.2 Unless otherwise agreed between the Parties, termination of these Terms shall mean automatic termination of all Subscriptions associated with these Terms. These Terms shall automatically terminate when all associated Subscriptions expire or are terminated and Your payment obligations thereunder are fulfilled.
7.2.3 Subscription Fees
18.104.22.168 Unless waived by Us in writing or where the total Subscription Fees has already been prepaid, if a Subscription is terminated by Us in accordance with Section 7.1.3 or Section 7.1.5 of these Terms, in addition to other amounts You may owe Us, You must immediately pay the Remaining Subscription Fees.
8.1 Confidential Information means all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information may also include information disclosed to a disclosing Party by third parties. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records prior to the time of disclosure; (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving Party without the use of or reference to the Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.
8.2 Each of the Parties will protect the other’s Confidential Information from unauthorized access, use or disclosure in the same manner as each of the Parties protects its own confidential information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective Affiliates, employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. For purposes of these Terms, Your Confidential Information includes all electronic data, text, messages or other materials, including registration data, cardholder data and personal data, submitted to the Services through an Account in connection with Your use of the Services (“Service Data”), and Our Confidential Information includes the Services, documentation, and the contents of these Terms.
8.3 The receiving Party may disclose Confidential Information of the disclosing Party to the extent compelled by law or a court or other judicial or administrative body, provided that the receiving Party notifies the disclosing Party of such compelled disclosure promptly and in writing (to the extent legally permitted) and cooperates with the disclosing Party, at the disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
8.4 Subject to the terms of these Terms, the receiving Party will return to the disclosing Party all Confidential Information of the disclosing Party in the receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon termination of the relevant Subscription(s) and/or these Terms. At the disclosing Party’s request, the receiving Party will certify in writing that it has fully complied with its obligations under this Section 8 (Confidentiality).
8.5 All confidentiality obligations shall remain in force and effect for the Term plus one (1) year. The provisions of this Section 8 (Confidentiality) shall supersede any non-disclosure agreement between the Parties entered prior to these Terms that would purport to address the confidentiality of Confidential Information and such agreement shall have no further force or effect with respect to Confidential Information.
9. Warranty and Limitation of liability
9.1 The Services are provided “as is” and without warranty of any kind. To the maximum extent permitted by law, the Operator disclaims all representations and warranties, express or implied, relating to the Services or any content on the Services, whether provided or owned by the Operator or by any third party, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, freedom from computer virus, and any implied warranties arising from course of dealing, course of performance, or usage in trade, all of which are expressly disclaimed.
9.2 In addition, you assume total responsibility and risk for your use of the Website and Services and the Operator does not make any representation or warranty that any of the Website and Services or any content available through any of it is accurate, complete, available, current, free of viruses or other harmful components or defects, or that the Website and Services will meet your requirements. No advice or information, whether oral or written, obtained by you from the Operator shall create any warranty not expressly made herein.
9.3 IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE one (1) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $1,000.00 USD.
9.4 You understand and agree that the download of any materials in connection with Services is done at your discretion and risk and that you will be solely responsible for any loss or damage to your computer system or loss of data that may result from the download or upload of any material. Operator neither assumes, nor does it authorise any other person to assume on its behalf, any other liability in connection with the provision of the Services.
9.5 If, notwithstanding the other provisions of these Terms, Operator is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of any Services, Operator’s liability shall in no event exceed the purchase price of the Services, paid by you to the Operator one (1) month prior to the date the claim is asserted for any of the Services or feature relevant to the claim. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
9.6 These limitations of liability are made to the fullest extent permitted by applicable law.
10.1 You agree to indemnify and hold the Operator harmless from and against any claims, liabilities, losses, damages, judgements, awards, losses, expenses, fees or costs, including reasonable attorneys' fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands arising out of or relating to your violation of these Terms & Conditions or your use of the Services or your use of any information obtained through use of the Services or any wilful misconduct on your part.
11. User Data
11.1 We will maintain certain data that you transmit to the Website for the purpose of managing the performance of the Website, as well as data relating to your use of the Website. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Website. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
12. Website Management
13. Prohibited Activities
13.1 You may not access or use the Website for any purpose other than that for which we make the Website available. The Website may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.
13.2 As a user of the Website, you agree not to:
- Systematically retrieve data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Make any unauthorized use of the Website, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretense.
- Use the Website to advertise or offer to sell goods and services.
- Circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Website and/or the Content contained therein.
- Engage in unauthorized framing of or linking to the Website
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Interfere with, disrupt, or create an undue burden on the Website or the networks or services connected to the Website.
- Attempt to impersonate another user or person or use the username of another user.
- Sell or otherwise transfer your profile.
- Use any information obtained from the Website in order to harass, abuse, or harm another person.
- Use the Website as part of any effort to compete with us or otherwise use the Website and/or the Content for any revenue-generating endeavor or commercial enterprise.
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website.
- Attempt to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website.
- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Website to you.
- Delete the copyright or other proprietary rights notice from any Content.
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website.
- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Website, or using or launching any unauthorized script or other software.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Website.
- Use the Website in a manner inconsistent with any applicable laws or regulations.
14. Electronic Communications, Transactions and Signatures
14.1 Visiting the Website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
15.1 All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
16. Changes and amendments
16.1 We reserve the right to update and revise these Terms and our Services at any time. We’ll also make sure to change the “Last Updated” date at the end of this page so you can tell if these Terms have changed since your last visit. When we do, we will notify you. Continued use of the Website and Services after any such changes shall constitute your consent to such changes. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.
17. Suspension by us for fraud or breach of these Terms
17.1 We may suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice.
18. Governing Law
18.1 No matter where you’re located, the laws of Israel will govern these Terms and the relationship between you and the Operator as if you signed these Terms in Israel. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. The parties agree to submit to the courts of Israel, for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms.
19.1 At our sole discretion, we may require you to submit any disputes arising from the use of these Terms or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under The Israeli Institute of Commercial Arbitration and Israeli law.
20. Entire Agreement
21. Force Majeure
21.1 We take our commitment to you seriously, and we’ll do what we can for you. However, at times things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure or degradation, strikes or other labour disputes (whether or not relating to our workforce), restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials related to our Services.
22.1 If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorised representatives.
23.1 THE WEBSITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE WEBSITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE FLATWORLD WEBSITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
24. Please report any violations of these Terms for review
24.1 If you think any part of these Terms violates any law or you have any feedback or comment, then kindly submit a request for action/removal at email@example.com.
25.1 If you have any questions about these Terms, you can contact us by mail at Flatworld Distributed Organizations LTD, 23 Marc Chagall St. Haifa 32970 Israel, by email at (firstname.lastname@example.org).
26. Last update
26.1 These Terms and Conditions were last updated on September 30, 2022.