WEBSITE TERMS AND CONDITIONS

These Terms and Conditions, together with any other agreements or terms incorporated by reference, including the Privacy Policy available at: https://cortica/privacy-policy/ (the “Terms“), form a binding agreement between Cortica Technologies Ltd., a company incorporated under the laws of Israel, and any subsidiaries thereof (the “Company,” “us” “our” or “we“) and you (the “User,” “you” “your“), the person who access and uses our Website at: https://cortica.ai/ (the “Website“). By accessing or using our Website, you agree to these Terms. Your use of the Website is expressly conditioned on your compliance and consent with these Terms. If you do not agree to any of the provisions of the Terms you should immediately stop using the Website.

Use of and access to the Website are void where prohibited by law. By accessing and using the Website, you represent and warrant that you are 18 years of age or older (or above the age of majority as determined by the applicable law in your jurisdiction of residency), and that your access and use of the Website do not violate any applicable law or regulation.

 

THE WEBSITE; RESTRICTIONS ON USE

We grant you a personal, non-transferable, non-exclusive, revocable, limited license to access and use the Website solely as permitted by these Terms. We reserve all rights not expressly granted to you by these Terms.

Except as specifically permitted through the Website or as otherwise permitted by us in writing, your license does not include the right to:

• License, sell, transfer, assign, distribute, host, or otherwise commercially exploit our Website, or any content made available through our Website.

• Modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Website.

• Access the Website or any content made available through it in order to build a similar or competing website, product, or service, unless otherwise agreed or licensed by us.

• Reproduce, duplicate, copy or re-sell any part of our Website, unless otherwise agreed by us pursuant to a licensing agreement.

Without derogation from any other restrictions on your access or use of the Website contained herein or elsewhere in these Terms, you may only use the Website for lawful purposes, and you will not:

• Use the Website in any way which breaches any applicable local, national or international law or regulation, or in any way that is unlawful or fraudulent.
• Attempt to gain unauthorized access to the Website (or to other computer systems or networks connected to or used together with the Website).
• Knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
• Act in any manner that could interfere with, damage, disrupt, or negatively affect, or inhibit other users from fully enjoying the Website or that could damage, disable, overburden, or impair the functioning of the Website in any manner.
• You may not use the Website (including any webpage and/or data that passes through our web domain), domain names, URLs, databases, functions or its content other than for private, non-commercial purposes.
• The use of any automated system, software, or manual process, whether operated by a third party or otherwise, to extract any data from the Website for commercial purposes (scraping) is strictly prohibited.
• Act in any way which would infringe ours or any person or entity’s intellectual property or any other proprietary rights.
• Attempt to harvest, collect, gather or assemble information or data regarding the Website, the Content or any other user of the Website.

 

OUR CONTENT

The Website may contain information, text, links, graphics, photos, videos, or other materials (“Content”).

We are the owner or the licensee of all intellectual property rights in our Website and the material published on our Website, including the Content. Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use only. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

 

INTELLECTUAL PROPERTY

The Company owns (or has valid authorizations or licenses required for) the Website, as well as the materials provided through it, including all worldwide intellectual property rights in the Website, and the trademarks, service marks, and logos contained therein (subject to such trademarks, service marks, and logos which are expressly denoted as belonging to third parties). All rights in the same and all rights not expressly granted hereunder are reserved by the Company to the fullest extent under any applicable law. In addition, we will own any intellectual property in respect of features or functionalities of the Website that are based on your suggestions, improvements or feedback.

You hereby grant us a license to use the data inputted by you for the purpose of using the Website , including any feedback, comments or suggestions provided by you (“Customer Data”) to enable us to operate the Website or to incorporate the feedback into the Website.

Except as expressly permitted herein, you may not copy, modify, duplicate, distribute, display, perform, sublicense, decipher, decompile, reverse engineer, translate, port, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Website, any content appearing on the Website, or any material that is subject to our proprietary rights. You may not use any of the foregoing to create any software or service similar to the Website and the materials contained in it.

You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Website.  All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of the Company or any third party.

You may not or attempt to (a) circumvent, disable, or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any content; (b) use any robot, spider, website search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Website; or (c) harvest, collect or mine information about users of the Website.

 

BREACH OF OUR TERMS

We take all breaches of our Terms seriously and if we do consider that a breach of these Terms has occurred, we may take such action as we deem appropriate, which may extend to any one or all of the following:

• The immediate, suspension or permanent removal of your right to access and use our Website;

• Issuing a warning to you;

• Legal action against you, which may extend to legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and

• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude our liability for all action we may take in response to breaches of our Terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

 

THIRD PARTY WEBSITES

The Website may contain links to websites or services that are not maintained by Company. Links to third party websites or services are provided for your convenience and information only. Third party websites and services are not under the Company’s control and the Company is not responsible for the content or accuracy of those websites or services offered on or through those links. The inclusion of a link through the Website does not imply the Company’s endorsement of the third party website or services or that the Company is affiliated with the owners or sponsors of those websites or services.

You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external websites, services, resources or advertisements, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources. We recommend that you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each other website or services that you visit or use.

 

DISCLAIMERS OF WARRANTIES

THE WEBSITE IS PROVIDED ON AN “AS IS”, “AS AVAILBLE” AND “WITH ALL FAULTS” BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF THE WEBSITE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPLICITLY DISCLAIMS ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND QUALITY OF SERVICE. THE USE OF THE CONTENT PROVIDED IN THE WEBSITE IS AT THE USER’S SOLE RESPONSIBILITY AND THE COMPANY SHALL NOT BE RESPONSIBLE FOR, AND SHALL NOT BE HELD LIABLE, IN ANY WAY, FOR ANY DAMAGE OR LOSS THAT MAY BE CAUSED, EITHER DIRECTLY OR INDIRECTLY, DUE TO THE USE OF THE WEBSITE. THE COMPANY MAKES NO WARRANTY THAT THE WEBSITE WILL MEET YOUR EXPECTATIONS, WILL BE FREE FROM VIRUSES OR THAT DATA AND CONTENT OBTAINED THROUGH THE WEBSITEWILL BE ACCURATE, RELIABLE OR CURRENT, OR THAT THE WEBSITEWILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU ACKNOLWLEDGE AND AGREE THAT USE OF THE WEBSITEIS AT YOUR OWN DISCRETION AND SOLE RISK.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.  ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

 

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE COMPANY (INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMLPOYEES AND AGENTS) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE WEBSITE,  EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE COMPANY MAY MODIFY THE WEBSITE IN WHOLE OR IN PART IN ITS SOLE DISCRETION WITHOUT NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU WHATSOEVER IN CONNECTION THEREWITH. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

WITHOUT DEROGATING FROM THE ABOVE, THE COMBINED AGGREGATE LIABILITY OF THE COMPANY AND ALL COMPANY’S AFFILIATES IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED FIFTY U.S. DOLLARS (US $50).

 

INDEMNIFICATION

If any third party (including, but not limited to, a regulatory or governmental authority) brings any kind of demand, claim, suit, action or proceeding against Company, Company’s affiliate, and/or any of our respective directors, officers, employees, or representatives (each, an “Indemnitee”), and it is based upon or arises from:

• your access or use of the Website; and/or
• your breach of any provision of these Terms

(each of the foregoing, an “Indemnity Claim”) then, upon written request by Company (to be decided in our sole discretion), you agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (i) Company reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with Company’s defense activities at your own cost and expense; and (ii) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).

 

CHANGES TO THE WEBSITE

We reserve the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, in whole or in part, the operation of the Website without notice, at any time.  You agree that your continued access and use of the Website following such modifications constitutes your acceptance of such modifications.

 

TERM AND TERMINATION

Term. These Terms commence on the date you first accept them and will remain in effect until these Terms are terminated. You may stop accessing and using the Website at any time, at your sole discretion. The Company may stop operating the Website, and may terminate use of it at any time upon its sole discretion without giving notice of termination to you. Upon any termination, (a) the rights granted to you in these Terms will end; (b) you shall stop accessing and using the Website.

Survival. 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 foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.

 

GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of the state of Israel and the eligible courts in Tel-Aviv, shall have exclusive jurisdiction over all disputes between the parties related to these Terms and Conditions; however, Company may bring suit for payment in the country where you or your entity are located.

 

GENERAL

Changes to Terms. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Website. You are responsible for checking the Website regularly for such changes. By continuing to access or use the Website, you agree to be bound by the revised Terms.

Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.

Waiver. No failure or delay on the part of any party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Company.

Entire Agreement. These Terms contain the entire agreement between Company and you relating to your access and use of the Website and supersedes any and all prior agreements between Company and you in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms.

Assignment. You may not assign your rights or delegate your obligations under these Terms without Company’s prior written consent. Any purported assignment contrary to this section will be null and void and without effect. Company may assign its obligations under these Terms without your consent and without notice or obligation to you.

No Third-Party Rights. There are no third-party beneficiaries to these Terms.

Force Majeure. Company shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond Company’s reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Website shall not be deemed within Company’s reasonable control.

Communication. If you have any questions about these Terms or about the Company in general, please contact us at: privacy@cortica.ai. Subject to the content of your inquiry, Company may request that you provide additional information in order to allow the appropriate handling of your inquiry.

 

Cortica Technologies Ltd.

Derech Menachem Begin 52, Tel Aviv-Yafo, Israel