Bond I.T. Ltd.
Terms of Service
Last modified: February 6, 2017
The following are the terms and conditions for the financial analytical platform provided through Bond I.T. Ltd. website (the "Service" or "BondIT", respectively).
1.1. "Account(s)" means the username and password assigned to Customer for the use of the Service purchased by Customer;
1.2. "BondIT's Marks" means all of the trademarks, service marks, logos, domain names, copyrights and other proprietary rights associated with BondIT and the Service, whether registered or non-registered;
1.3. "Confidential Information" means any proprietary information of either party, including but not limited to, all computer software (in object code or source code form), programs, designs, concepts, scientific, algorithmic and structural information included in, or related to, the Service and information of a business and commercial nature (such as financial and marketing information disclosed in any form or media whatsoever). Confidential Information includes all information designated by either party as confidential or proprietary within a reasonable time of its disclosure or which a reasonable person would expect to be treated as confidential. “Confidential Information” will not include information that (a) is in or enters the public domain without breach of confidentiality obligation under the Terms; (b) is lawfully obtained by the receiving party from a third party without breach of a nondisclosure obligation; (c) is already in the possession of the receiving party as shown by its dated written records; or (d) is required by law to be disclosed, provided that the receiving party gives prompt written notice of such requirement prior to disclosure, and reasonably assist the disclosing party in avoiding or limiting such disclosure, all subject to the applicable law;
1.4. "Customer" means any individual or organization that purchased the Service;
1.5. "Customer's Content" means the Customer's client Portfolios and/or any other data to be uploaded to the Service by Customer and/or anyone on Customer's behalf in any manner or media whatsoever;
1.6. "Data" means the information and the data contained in the Service, including, but not limited to, financial data, analytical data and/or any documentation related to the Service and/or any portion thereof;
1.7. "Fees" means the fees agreed between Customer and BondIT or between the Reseller and BondIT, as set forth in the applicable Ordering Document;
1.8. "Ideas" means any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Service;
1.9. "Intellectual Property Rights" means any patent rights, trademark rights, service mark rights, trade name rights, copyright rights, trade secrets, proprietary rights and processes, any inventions (whether patentable or not), invention disclosures, improvements, proprietary information, know how, technology, technical data, proprietary processes and formulae, algorithms, specifications, customer lists and supplier lists, any industrial designs and any registrations and applications therefor, Internet domain names, Internet and World Wide Web URLs or addresses, any mask works, mask work registrations and applications therefor, and any equivalent or similar rights in semiconductor masks, layouts, architectures or topology, computer software, source code, object code, firmware, development tools, files, records and data, any schematics, netlists, test methodologies, test vectors, emulation and simulation tools and reports, hardware development tools, and any rights in prototypes, breadboards and other devices, any databases and, data collections and any rights therein, any moral and economic rights of authors and investors, however denominated, and any similar or equivalent rights to any of the foregoing, and any tangible embodiments of the foregoing whether as an independent work or as an underlying work serving as a basis for any application, and all copies thereof;
1.10. "Ordering Document" means BondIT's purchase order form agreed between BondIT and the Customer or between BondIT and its authorized resellers ("Reseller(s)");
1.11. "Portfolio" means a grouping of financial assets such as stocks, bonds and cash equivalents, as well as their funds counterparts, including mutual, exchange-traded and closed funds;
1.12. "Third Party Provider(s)" means any third party providing data, information or components that are part of or otherwise used in connection with the Service.
2. Registration, User Account, Password and Security
2.1. As part of the account set-up and registration process, Customer will be assigned a username and a password to each of the Accounts purchased by Customer. After Customer’s initial log-in, Customer will be able to replace the assigned password with a password of Customer’s choice.
2.2. The Customer will be responsible for maintaining the confidentiality of each of the username(s) assigned to Customer, and agree not to transfer the use of, or access to, the Account(s) to any third party.
2.3. Customer is fully and solely responsible for any and all activities that occur through the Account(s). BondIT cannot and will not be liable for any loss and/or damage resulting from Customer’s failure to comply with this security obligation. Customer agrees to immediately notify BondIT of any unauthorized use of the username(s) or the Account(s) or any other breach of security, and to simultaneously make sure that the user of each of the usernames resets and replaces his/her password.
2.4. Following registration of the Account(s), Customer will be required to provide BondIT with information, at the request of the BondIT, required to enable the implementation and setup of the Service and the provision thereof (such as email address, user name and account name). Customer understands that the delivery of such information to BondIT, and the completion of the implementation and setup is a condition precedent to the provision of the Service.
2.5. Customer authorizes BondIT to use Customer's name, logo and other applicable trademarks, at any time, for the purpose of referencing Customer as a customer of the Service or in other promotional marketing materials.
3. Non-Exclusive License to the Service
3.1. Non-Exclusive License. Subject to the terms and conditions set forth in the Terms and Customer ongoing compliance with the Terms, BondIT hereby grants Customer with a revocable, non-sublicensable, non-transferable, non-exclusive, limited license to access and use the Service, solely for Customer's own internal business use and only for the following permitted uses:
3.1.1. Upload data into Customer's portfolios;
3.1.2. Analyze Customer's portfolios;
3.1.3. Apply dynamic constraints for portfolio re-allocation and optimization; and
3.1.4. Monitor and rebalance Customer's portfolios;
3.1.5. Make copies of the output derived out of the Service for backup purposes. Customer must reproduce on any such copy all copyright notices and any other proprietary legends as appear on the original copy; and
3.1.6. Portfolio generation and comparison.
3.2. Changes in the Service. BondIT, as part of its continuous efforts to improve the Service for the benefit of BondIT's customers, may make changes to the Service from time to time, including removing any feature or functionality of the Service. BondIT will use its reasonable efforts to provide the Customer with a reasonable notice prior of any material change in the Service. If BondIT makes any material change in the Service, including in the Service related to a functionality that is actually being used by the Customer, and BondIT does not cancel such material change within 30 days from Customer's written request, Customer may, within 30 days from the day of notice, terminate the Terms, and BondIT will (as its sole liability) provide Customer with a pro rata refund of pre-paid Fees for the unused portion of the licenses purchased by the Customer.
3.3. Restrictions. Customer use of, and access to the Service is conditioned upon Customer compliance with the Terms, including that Customer will not, nor will allow, any third party to (a) copy, modify, adapt, translate or create derivative works based on the Service; (b) reverse engineer, reproduce, decompile, disassemble or otherwise attempt to discover the source code of the Service; (c) distribute, rent, lease, sell, sublicense, assign or otherwise transfer rights in or to the Service; (d) remove any proprietary notices or labels from the Service; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (f) develop any other product or service containing any of the concepts and ideas contained in the Service or use the Service for the purpose of building a similar or competitive product; (g) test the Service or use the Service in connection with any benchmark tests, evaluation, or any other tests of which the results are designated or likely to be published in any form or media, or otherwise made available to the public, without BondIT's prior written approval; (h) directly or indirectly take any action to contest BondIT’s intellectual property rights or infringe them in any way; (i) make the Service available for application service provider or service bureau use; (j) remove, obscure, or alter any notice of copyright, BondIT's Marks, or other proprietary right appearing in or on any item included in the Service; (k) break into, access or attempt to break into or access or otherwise circumvent BondIT's security measures; (l) use the Service for illegal purposes or unauthorized purpose or infringe or promote the infringement of any intellectual, proprietary or other right of any party; and (m) use the Service to transmit the Data and/or anything that is unlawful, libelous, intended to harass or violate the rights of another.
4.1. Mutual Representations
4.1.1. Each party has the full power, legal capacity, and authority to enter into, deliver and fully perform its respective obligations set forth in the Terms; and
4.1.2. The execution or performance of the Terms will not result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound.
4.2. Customer's Representations
Customer hereby declares, represents and warrants that:
4.2.1. Customer will comply with all of its obligations under the Terms and with all the applicable laws and regulations in Customer’s use of and access to the Service. Furthermore, Customer is fully aware that the laws relating to financial instruments vary throughout the world, and Customer is solely responsible for ensuring that Customer fully comply with any applicable law, regulation or directive, relevant to Customer's country of residency, while using the Service.
4.2.2. Customer is eligible to engage in financial consultation activities and/or any other similar activities under the laws of any jurisdiction that applies to Customer.
4.2.3. While using the Service, Customer will not upload, input, present or otherwise make available for download as part of the Service any personal identifying information.
4.2.4. To properly load Customer's Content into the Account(s). BondIT shall not be responsible to upload Customer's Content, or for the accuracy of any such upload, including in the event any third party upload script or mechanism. Furthermore, BondIT shall not be liable or responsible for any corruption of Customer's Content during or after it is loaded.
4.2.5. It is responsible for any Customer's Content, information and material that Customer transmits or prints via the Service, and any other communications or content options available by BondIT, including Customer responsibility as to the legality, reliability, appropriateness, originality and copyright of any such information or material.
4.2.6. Customer is aware that all investments, including bonds and other fixed income instruments take place in a dynamic arena and they are subject, among others, to various markets, currency fluctuation, different financial reporting standards, economic, political, business and other risks and that Customer can actually bear the loss of any money invested and properly understands the associated risks that are inherent to trading contracts for differences in relation to foreign currencies, securities, commodities and indices.
4.2.7. All Data is indicative only (and provided for information purposes only), and reflects end of day or at some cases, real-time "dealing" information. Therefore, any prices or other information displayed on any chart, made available by the Service, are current as at the time provided or displayed.
4.2.8. While BondIT takes into account the underlying asset price, the Data is subject to volatility and market fluctuations. BondIT is under no obligation to ensure that the Data provided and the Data is within any specific percentage of the underlying asset price. When the underlying market or exchange is closed, the Data will reflect only what BondIT believes to be the relevant information at the time of closing.
4.2.9. BondIT shall not be obligated to immediately update the information displayed on the Service and/or to continue to provide the Data and/or any other tool or feature. Therefore, BondIT shall not be liable for the termination, interruption, delay or inaccuracy of any Data.
5. Fees, Ordering Document and Taxes
5.1. Ordering Document
5.1.1. Any mutually agreed Ordering Document shall be deemed an integral part of the Terms, and the Terms shall apply thereto. In the event of a conflict between the Terms and the applicable Ordering Document, the terms of the applicable Ordering Document shall prevail solely if (a) the applicable Ordering Document expressly identifies and supersedes or modifies a specific provision in the Terms; and (b)the applicable Ordering Document is signed by an authorized signatory of both parties.
5.1.2. BondIT is not obligated to accept any Ordering Document for reason or for no reason.
5.1.3. In any event whatsoever, any pre-printed/boilerplate terms in such form issued by Customer (or by the Reseller) to BondIT (for administrative, accounting or other purposes) will be null and void and shall not have any effect on the parties’ rights, and the Terms shall prevail.
5.2. The Fees
5.2.1. In consideration for the Service, Customer or the Reseller, as relevant, shall pay BondIT the agreed Fees. Unless otherwise explicitly detailed in the Terms, all amounts owed to BondIT are non-cancellable and Fees paid are non-refundable.
5.2.2. BondIT will invoice the Customer for the Service as set forth in the applicable Ordering Document. Customer shall pay all invoices in accordance of the payment terms set forth in applicable Ordering Document, in the absence of which, Customer shall pay all invoice within thirty (30) days from the issuance of the invoice.
Any Fees unpaid by the due date shall thereafter bear interest at the rate of one percent (1%) per month (or the maximum amount permitted by applicable law, whichever is less), during the period between the date the payment first becomes due and the date such amount is actually paid.
5.3. Taxes. All Fees payable hereunder, do not include local, state, or federal sales, use, excise, personal property, VAT or other taxes, customs and duties, including, without limitation, any withholding tax. Any such taxes, to the extent legally applicable, shall be borne and paid by Customer. Customer will pay all applicable taxes when invoiced by BondIT or will supply appropriate tax exemption certificates in a form satisfactory to BondIT. In cases wherein Customer is legally required to withhold any income or remittance tax from amounts payable to BondIT, then (a) Customer will promptly notify BondIT; (b) the amounts payable to BondIT will be automatically increased to the full extent required to offset such tax, so that the amount remitted to BondIT, net of all taxes, equals the amount stated in the invoice; and (c)Customer will provide BondIT with the official receipt of payment of such taxes to the appropriate taxing authority.
6. Term and Termination
6.1.1. The Terms will enter into effect once the Customer accepts the Ordering Document and/or by its actual use of the Service, and shall continue to be in force and effect for the period set forth in the Ordering Document. To the extent that the Ordering Document includes optional renewal periods, the Terms shall renew for the periods detailed thereunder.
6.2.1. BondIT may terminate the Terms, for any reason whatsoever, by giving a prior written notice to Customer of thirty (30) days.
6.2.2. During the Renewal Term (as such term is defined in the Ordering Document), Customer shall be entitled to terminate the Terms, for any reason whatsoever, by giving a prior written notice to BondIT of ninety (90) days.
6.2.3. Either party may terminate the Terms in any case of a material breach by the other party of the Terms and/or any applicable law, which has not been cured by the breaching party within fourteen (14) days following a written notice thereof from the other party.
6.2.4. In respect to any free of charge licenses, such as trial licenses, BondIT may terminate the Terms at any time by providing Customer with a seven (7) days prior notice.
7. Consequences of Termination
Upon any termination or expiration of the Terms, the following shall apply:
7.1. All rights granted to Customer under the Terms shall immediately terminate.
7.2. Each party will immediately return to the other party or destroy all copies of the other party’s Confidential Information and associated documentation in its possession or control, except for copies stored in backups, which shall continue to stay confidential.
7.3. Customer shall pay all the Fees, taxes and other sums owed to BondIT, in respect to the period up to the date of such termination, within 7 days thereafter.
7.4. In the event of any termination made by BondIT pursuant to Section 6.2.3, BondIT will not refund Customer for any Fees paid prior to the date of such termination.
7.5. The expiration or termination of the Terms shall not relieve Customer of any obligation intended to survive under the Terms, including but not limited to, Sections 4.2, 7.5, 8, 11 - 14, 15 and 17.
8. Audit and Reports
8.1. Audit. During the term of the Terms and for a period of two (2) years thereafter, (a) the Customer shall maintain accurate books and records of all services performed, fees charged and expenses incurred in connection with the Service; and (b) BondIT shall have the right, at its own expense, to audit such books and records during normal business hours for the purpose of verifying Customer compliance with the Terms, and the Customer undertakes to provide access to Customer's premises and personnel for the purposes of such audit. BondIT is permitted to report the audit results to Third Party Providers.
8.2. Reports. Customer will comply with BondIT’s reporting requirements in respect of Customer’s use of the Service, as such requirements will be transferred by BondIT from time to time. These reporting requirements may change from time to time.
9. Third Party Providers
9.1. To facilitate BondIT provision of the Service, BondIT purchases Data from Third Party Providers. As a result of the aforementioned, the Terms are subject to the requirements and policies of the applicable Third Party Providers, as set forth in Appendix A to the Terms, as shall be amended from time to time.
9.2. In addition to the terms and conditions set forth in Appendix A, the following conditions shall also apply:
9.2.1. BondIT may discontinue provision of all or portion of the Data without notice, whenever the terms of BondIT's agreements with the applicable Third Party Provider require such discontinuance or upon termination of the license granted by such Third Party Provider to BondIT to distribute such Data, and in such case, Customer will be required to enter into a direct agreement with such Third Party Provider for receipt of Data. Where Customer is required to enter into a direct agreement with the applicable Third Party Provider in respect of the relevant Data, Customer shall, upon written request of BondIT, supply a copy of such agreement to BondIT and BondIT shall not be obligated to provide portion of the Data until BondIT receives a copy of the applicable signed agreement.
9.2.2. In the event all of BondIT’s rights, titles, licenses, permissions or approvals pertaining to the Data are cancelled, terminated, rescinded or not renewed, Customer’s rights to use the Service shall automatically terminate and Customer shall have the right to terminate the Terms and to receive a prorated refund of any prepaid Fees until the date of termination, which termination shall not constitute a breach by BondIT of any of its obligations hereunder. In any event, such termination and refund shall be the sole remedy of the Customer.
10. Intellectual Property Rights; Customer's Content
10.1. Intellectual Property Rights
10.1.1. The Service and all of the Intellectual Property Rights (including BondIT's Marks) are, and shall remain, the exclusive property of BondIT or the Third Party Providers, including but not limited to, any modifications or custom features to the Service to be developed by BondIT for Customer’s benefit, whether requested or instructed by Customer or not, even if Customer has paid for such modifications.
10.1.2. Any Ideas that Customer may provide to BondIT, will be solely owned by BondIT. Customer hereby irrevocably assigns and transfers any Intellectual Property Rights in such Ideas to BondIT, free of charge.
10.1.3. Customer agrees not to ,directly or indirectly (and not to allow any third party to): (a) use BondIT's Marks for any purpose (other than as detailed hereunder) without BondIT's express written consent; and (b) register, attempt to register, or assist anyone else to register any BondIT's Marks or marks confusingly similar thereto.
10.2. Customer's Content
10.2.1. Customer's Content does not and it will not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any individual or make derogatory remarks regarding, defame or otherwise criticize any person or entity. Customer shall be solely liable for any damage resulting from any infringement or other violation of the copyrights, trademarks, other proprietary rights or civil rights violations, and for any other harm or losses resulting from Customer's Content uploaded into the Service.
10.2.2. Customer owns or is licensed to use all right, title and interest in any Customer's Content uploaded to the Service by Customer and/or anyone on Customer's behalf.
10.2.3. BondIT does not claim ownership in the Customer's Content, and agrees and consents that all of the Customer's Content shall be exclusivity be owned by Customer and/or Customer's clients.
11.1. Each party agrees that it will not disclose to any third party or use any Confidential Information disclosed to it by the other party, except to carry out its rights and obligations under this Agreement, and that it will take all reasonable measures to maintain the confidentiality of all other party's Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
11.2. The receiving party acknowledges that the disclosure of Confidential Information could cause substantial harm to disclosing party that could not be remedied by the payment of damages alone. Accordingly, disclosing party will be entitled to preliminary and permanent injunctive relief and other equitable relief in any relevant jurisdiction for any breach of this Section 11 or misuse of Confidential Information by the receiving party.
Customer hereby agrees to indemnify, defend and hold BondIT, its directors, employees, service providers, agents, sub-contractors, representatives, and anyone on BondIT's behalf (the "Related Parties") and the Third Party Providers harmless from and against any and all claims, including related judgments, awards, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) and other expenses (collectively "Damages") that are based on or arise, directly or indirectly, out of or from (a) Customer breach of the Terms; (b) any misuse of the Account(s) by Customer and any third party on Customer’s behalf; (c) any breach of Customer's representations and warranties set forth herein; (d) any negligence or willful misconduct; (e) any claim made by any third party in connection with the use of the Service by Customer, or any Data, information, service, report, analysis or publication derived therefrom; and (f) any third party claim alleging that Customer's Content infringes any third party’s patent, trademark, or copyright.
13. Disclaimer of Warranties
Customer hereby understands, acknowledges, represents, warrants and agrees that:
13.1. Customer use of the Service is at Customer own risk and Customer agrees to be fully, independently and personally liable for each transaction that Customer and/or anyone on Customer behalf performed based (directly or indirectly) on the Service.
13.2. The Service is not intended to supply investment, financial, tax or legal advice. BondIT, its affiliates and their Related Parties offer no advice regarding the nature, potential value, or suitability of any particular security, transaction, investment or investment strategy. Customer acknowledges and agrees that the use of the Service, and any decisions made in reliance upon the Service, are made at Customer’s own risk.
13.3. The Data may include evaluations and that there may be errors or defects in the software, database or methodology used to generate the evaluations, which may cause them to be inappropriate for use by the Customer in certain applications. Accordingly, Customer assumes all responsibility for edit checking and external verification of evaluations, as well as their appropriateness for use by Customer regardless of any efforts made by BondIT, its affiliates and their Related Parties in this regard.
13.4. THE SERVICE PROVIDED TO CUSTOMER IS PROVIDED “AS IS” AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BONDIT, ITS RELATED PARTIES AND ANY THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED (WHETHER BY LAW, STATUTE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
13.5. BONDIT, ITS RELATED PARTIES AND THE THIRD PARTY PROVIDERS DO NOT WARRANT THAT, (A) THE SERVICE AND ANY RELATED SERVICE PROVIDED TO CUSTOMER WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS; (B) CUSTOMER’S USE OF THE SERVICE AND ANY RELATED SERVICE PROVIDED TO CUSTOMER WILL BE UNINTERRUPTED; OR (C)DEFECTS, IF ANY, WILL BE CORRECTED.
13.6. The foregoing exclusions and disclaimers are an essential part of the Terms and formed the basis for determining the price charged for the Service and any related services. Some jurisdictions do not allow exclusion of an implied warranty, so this disclaimer may not apply to such Customer residing at such jurisdiction.
13.7. The Data and/or any other data, provided as part of the Service, is either acquired from Third Party Providers or acquired from public domain sources including the common and known media channels. As such, BondIT assumes no responsibility and expressly disclaims all warranties, of any kind, as to the overall integrity and quality of the Data and does not guarantee the accuracy or timeliness of the Data, used to provide the Service, or any possible implications derived thereby.
13.8. BondIT may provide the Customer, from time to time, with links to other websites, circulate newsletter, adverts or provide Customer with third parties' information for Customer convenience. By doing so, BondIT is not endorsing, giving any representation, warranting, guaranteeing or sponsoring the accuracy, correctness, timeliness, completeness, suitability of such information for Customer or as to the effect or consequences of such information on Customer. Use of any such third party materials is subject to the terms and conditions of any such third party. Customer acknowledges that the Service includes certain components developed and owned by IBM PDL Ltd. ("IBM" or the "IBM Components", respectively), and Customer license in these IBM Components (which are part of the Service) is subject to the Terms.
All information and notices related to the IBM Components are located in the following links:
Cplex License Information: www-03.ibm.com/software/sla/sladb.nsf/lilookup/1C7DF782325D9E9B852580610075E63B?OpenDocument.
The IBM Components can only be used in conjunction with the Service. Customer is prohibited from modifying the IBM Components.
For the provisioning of the Service, the IBM Components shall be included in the definition of "Service" for the purpose of the Terms.
13.9. Customer acknowledges that the Service contains open source components (the current list of such open source components is located at http://www.bonditglobal.com/third-party-open-source/ ), which are distributed by BondIT along with their associated license terms. Open source components are distributed AS-IS, without any warranty, express or implied, and in accordance with their respective license terms.
14. Limitation of Liability
14.1. BONDIT, ITS RELATED PARTIES AND THE THIRD PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOST PROFITS OR OTHER INTANGIBLE LOSSES), UNDER ANY THEORY OF LAW INCLUDING UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY, OR OTHERWISE ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE AND ANY RELATED SERVICE PROVIDED TO CUSTOMER (EVEN IF BONDIT OR ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE).
Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to such Customer residing at such jurisdiction. At such jurisdictions, liability is limited to the fullest extent permitted by law.
14.2. WITHOUT DEROGATING FROM THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 14, CUSTOMER FURTHER AGREES THAT BONDIT, ITS RELATED PARTIES AND THE THIRD PARTY PROVIDERS SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY CUSTOMER IN CONNECTION WITH LOSS OF DATA, ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, COMMUNICATIONS LINE FAILURE, FILE CORRUPTION, OR SERVICE INTERRUPTIONS CAUSED BY THE NEGLIGENCE OF BONDIT AND/OR ITS RELATED PARTIES, ALL IRRESPECTIVE OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, EVEN IF BONDIT AND ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BONDIT, ITS RELATED PARTIES AND ANY THIRD PARTY PROVIDERS TOTAL AGGREGATE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY BONDIT FROM CUSTOMER OR FROM RESELLER FOR THE SERVICE PROVIDED TO CUSTOMER DURING THE THREE MONTHS PRECEDING THE CIRCUMSTANCES FIRST GIVING RISE TO THE CLAIM OF LIABILITY (THE "CAP AMOUNT"); EXCEPT THAT IF SUCH LICENSE TO USE THE SERVICE WAS PROVIDED TO THE CUSTOMER FREE OF CHARGE, THEN THE CAP AMOUNT SHALL BE LIMITED TO US$1,000.
14.4. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action it may have arising out of or related to use of the Service or otherwise under the Terms must be filed within two (2) years after such claim or cause of action arose or Customer hereby agrees to be forever barred from bringing such claim.
14.5. The Terms shall not confer any rights or remedies upon any person or entity on behalf of the Customer other than the Customer.
15. Governing Law and Venue
The Terms and any Service provided hereunder will be governed exclusively by the laws of the State of Israel, excluding its provisions on conflicts or choice of law. Customer irrevocably and unconditionally consents to submit all claims, disputes or demand deriving from the Terms to the exclusive jurisdiction and venue of the competent courts of Tel Aviv - Jaffa, Israel.
BondIT may freely assign its rights and responsibilities hereunder without notice to Customer. The Terms are not assignable, transferable or sublicenseable by Customer except with BondIT prior written consent.
17.1. Any heading, caption or section title contained in the Terms are inserted only as a matter of convenience and in no way define or explain any section or provision hereof.
17.2. The Terms shall be binding upon the parties hereto and their respective successors.
17.3. BondIT reserves the right at any time to modify the Terms. Any such modification will be effective immediately upon posting the amended Terms on BondIT's website. Customer’s continued use of the Service after the effective date of any such modification will be deemed acceptance of such modified Terms.
17.4. Notices and all other communications provided for in the Terms shall be in writing and shall be deemed to have been duly given when personally delivered or sent by email (firstname.lastname@example.org if to BondIT, and the email provided by Customer as part of the Ordering Document), provided that the recipient confirmed the receipt of such notice, or certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the respective Ordering Document or last given by each party to the other. Such notice, demand or other communication shall be deemed given (a) if sent by an email - upon receipt of confirmation as set forth above; (b) at the expiration of seven (7) days from the date of mailing by registered mail; or (c) immediately if delivered by hand.
17.5. The Terms and any other documents referred to herein, represent the entire understanding between both BondIT and Customer regarding the Service and the subject matter hereof and supersedes any prior statements or representations.
17.6. No waiver by either party of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of the Terms, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy
17.7. The failure of BondIT to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
17.8. If any provision of the Terms shall be determined to be invalid or unenforceable by any court of competent jurisdiction or under any rule, law, or regulation of any governmental agency, such determination or declaration shall have no effect on the remaining terms hereof which shall remain in full force and effect.
Last modified: February 6, 2017
1. The Service may contain information obtained from Third Party Providers, including ratings agencies such as Standard & Poor's. Reproduction and distribution of any Third Party Providers in any form is prohibited except with the prior written permission of the related Third Party Providers. Third Party Providers do not guarantee the accuracy, completeness, timeliness, or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content.
2. Credit ratings (which may be part of the content provided by the Third Party Providers) are statements of opinions and are not statements of facts or recommendations to purchase, hold or sell securities. Credit ratings do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice.