These Terms and Conditions of Service (“Terms“, “Terms and Conditions“) govern your relationship with LEADGENCE LTD. (together with its subsidiaries, representatives, affiliates, officers, and directors, “LEADGENCE” or “We” or “Us”) regarding your access and use of our website whose address is www.tarci.io (the “Website”) and any services offered by Us (collectively the “Service”).

Please read these Terms and Conditions carefully before using the Service. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of these Terms, then you may not use or access the Website or Service. In order to agree to these Terms, you need to (i) be at least 18 years old or you need to have your parent or guardian’s consent to agree to these Terms (as per the stipulations of the United States’ Children Online Privacy Protection Act (COPPA)); and (ii) have the power to enter into a binding contract with Us and not be prohibited from doing so under any applicable law.

Your use of the Service is subject to any additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service, that may be published by Us from time to time. All such additional terms, policies, rules, or guidelines are incorporated herein by reference, and shall be considered an integral part of these Terms. The Website may contain public sector information licensed under the Open Government License v1.0.

Non-exclusive License

Subject to the terms and conditions of these Terms, you are hereby granted with a limited, revocable, non-exclusive, non-assignable, non-sublicensable, license to install and use the Service solely for your own purposes. You are not permitted to use the Service for any other purpose, and you shall not make the Service available for any commercial use (regardless whether such use will generate income to you, to Us or to any other third party). All rights in and to the Service not expressly granted to you in these Terms and all intellectual property rights therein are reserved and retained by LEADGENCE without restriction. Without limiting the generality of the foregoing, you agree not to (and not to allow any third party to): (i) sublicense, distribute, or use the Service outside of the scope of these Terms; (ii) copy, modify, reproduce, adapt, translate or otherwise create derivative works of the Service or any documentation related thereto; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service or any part thereof, except as expressly permitted by the law in effect in the jurisdiction in which you are located; (iv) rent, lease, license, sell, assign or otherwise transfer rights in or to the Service or any part thereof; (v) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of LEADGENCE; or (vi) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service.

Rules of Conduct

We try to provide information as accurate and as up to date as possible on the Website. However, you may not relay on any information or pictures which We provide on the Website, and any such reliance is at your own risk. We provide no warranty with respect to the information appearing on Our Website.

You may not use the Service for any illegal or unauthorized purpose, nor violate any applicable laws (including, but not limited to, copyright and privacy laws), nor will you upload or transmit through the Service any computer viruses, Trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Without derogating from the above, you may not use the Service in connection with any content that is illegal (in any applicable jurisdiction), or may infringe or promote the infringement of any copyright, patent, trademark, service mark, trade secret, moral right, or other intellectual property or proprietary right of any party. You may not use the Service to post unlawful or defamatory information about a person without their consent, including any information that is harassing or would intentionally inflict emotional distress. You may use the Service solely in accordance with the applicable legislation in your jurisdiction. You shall not use another site’s mail server to send e-mail without the express permission of the person authorized on behalf of such site. We reserve the right to notify the appropriate law enforcement department in case of a violation that is a criminal offense. The prohibited uses detailed above are intended as guidelines regarding improper and inappropriate conduct and should not be interpreted as an exhaustive list. Generally, conduct that violates law, regulation, or the accepted norms of the Internet community, whether or not expressly mentioned in these Terms is prohibited. We reserve the right, at all times, to prohibit activities that damage its commercial interests, reputation and goodwill.

By Registering to the Service, you agree to be added to our mailing list and to receive LEADGENCE’s newsletter (if available) and other promotional or advertising materials. You also consent to the collection, use and disclosure of our personally identifiable information as well as any non-personally identifiable information. We will retain and use such information, as well as the Registration Data, pursuant to Our Privacy Policy (located at: https://www.tarci.io/privacy-policy) which is incorporated herein by reference.

For the purpose of optimizing the Services, you shall provide LEADGENCE with feedback about the Services and the data provided thereunder (the “Feedback“). Such Feedback shall include a monthly list detailing the results for the data LEADGENCE has supplied, in a form reasonably acceptable to LEADGENCE. This information will be used to improve LEADGENCE’S algorithms and overall level of Services.

Payments

The terms and conditions of these Terms and the purchase order entered into between you and Us (the “PO“) shall be the complete and binding agreement (the “Agreement“) between LEADGENCE Ltd. and the customer identified in the PO (“Customer“) covering the license to use the Service, and the printed and/or electronic user documentation accompanying the Service, and/or maintenance, support or other services ordered thereunder, and is effective when executed by both the customer identified and LEADGENCE. In any event of a conflict or a contradiction between the terms of the PO and the terms of these Terms, this Terms shall prevail.

Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of these Terms and any collection expenses (including attorneys’ fees) incurred by Us will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with the User. Unless agreed otherwise in the PO, all fees payable hereunder shall be paid net 30 days (i.e each invoice shall be paid up to 30 (thirty) days after the end of the month in which it was delivered to you). Unless agreed otherwise in the PO, all fees payable hereunder, do not include local, state or federal sales, use, excise, personal property, VAT or other similar taxes or duties, including, without limitation, any withholding tax, and any such taxes, to the extent legally applicable, shall be borne and paid by you. Any delay in payment of the fees payable hereunder shall be bear interest at the rate which is the lower of: (i) 1.5% per month; or (2) the maximum rate authorized under applicable law.

Intellectual Property

The Service and the Website and their original content, features and functionality are and will remain the exclusive property of LEADGENCE and its licensors. The Service is protected by copyright, trademark, and other laws of both the State of Israel and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of LEADGENCE.

Any ideas, requests, feedback, recommendations, error and bug reports, comments, concepts, additional features and other requests or suggestions that you may provide Us with connection to the Service (collectively “Ideas”), will be owned by Us. You hereby irrevocably assign and transfer any intellectual property rights in such Ideas to us, free of charge. You agree that the same will automatically become our property and that we shall be entitled to use, exploit, implement, adapt, develop, copy, reproduce, publish, license or assign the rights to such materials and Ideas without any obligation to make any royalty or other payment to you, and without any obligation of credit or notice to you. If you intend to retain any intellectual property rights in your Ideas, please do not submit them to Us without Our prior written approval.

Links to Other Web Sites

Our Service may contain links to, or provide tools that enable you to interact with third-party web sites or services (such as Facebook, Twitter, Apple Store, Apple Game Center, Google Play, etc.) that are not owned or controlled by LEADGENCE.

LEADGENCE. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that LEADGENCE. 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 such content, goods or services available on or through any such web sites or services.

You agree that your use of the Service may incur third-party fees, such as fees charged by your carrier for data usage, and you agree to pay all such fees and abide by all such terms. By using the Service, you expressly relieve LEADGENCE. from any and all liability arising from your use of any third-party website or third-party services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

We may terminate your use of the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation your breach these Terms. Upon termination, your right to use the Service will immediately cease. If you wish to terminate the Service, you may simply discontinue using it. The expiration or termination of these Terms shall not relieve you of any obligation intended to survive under these Terms, nor any obligation to pay the applicable fees under the PO.

Confidentiality

We may receive from you information in connection with the Services which is confidential, proprietary or a trade secret, which is to be marked by you as Confidential when disclosed or shortly thereafter (the “Confidential Information”).

Information that is or becomes (through no breach of any non-disclosure agreement) publicly known or that is generally employed by other parties operating in your field of practice, or generic information or knowledge which We would have learned in the course of similar work elsewhere in the same field shall not be deemed Confidential Information.

We agree to treat and keep all Confidential Information strictly confidential and to refrain from using or disclosing Confidential Information to third parties for any purpose other than as required to perform the Services.

Indemnification

To the extent permitted by applicable law, you shall indemnify, hold harmless and defend LEADGENCE, its subsidiaries and their respective officers, directors, employees, agents and representatives (“LEADGENCE’s Indemnities”) at your expense, from any and all third-party claims, actions, proceedings, and suits brought against LEADGENCE’s Indemnities, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by LEADGENCE’s Indemnities, arising out of or relating to (i) your breach of any term or condition of these Terms; (ii) your use of the Service; (iii) your violations of applicable laws, rules or regulations in connection with the Service; (iv) any representations and warranties made by you concerning any aspect of the Service; (v) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the Service; and (vi) violations of your obligations of privacy.

LEADGENCE shall provide you with written notice of any claim, suit or action for which such indemnification is being sought. You shall cooperate as fully as reasonably required in the defense of any claim. LEADGENCE reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Disclaimer of Warranties

USE OF THE SERVICE AND ANY RELIANCE BY YOU UPON THE SERVICE, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. LEADGENCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. LEADGENCE MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICES AT ANY TIME. LEADGENCE MAKES NO REPRESENTATIONS AS TO THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINES, AND ACCURACY OF THE SERVICE. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” AND LEADGENCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

LEADGENCE, ITS SERVICE PROVIDERS, AGENTS AND SUB-CONTRACTORS DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (B) THAT DEFECTS, IF ANY, WILL BE CORRECTED. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU IN THIS REGARD.

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SERVICE SHALL BE FOR LEADGENCE TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE SERVICE.

Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEADGENCE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO LOSS OF USE, SALES, DATA, PROFITS LOSS OF OR DAMAGE TO BUSINESS, LOSS OF CONTRACTS OR LOSS OF CUSTOMERS, EVEN IF LEADGENCE HAS BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

YOU FURTHER AGREE THAT WE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU 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 EITHER US OR OUR SUB-CONTRACTORS AND SERVICE PROVIDERS, ALL IN IRRESPECTIVE OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LEADGENCE’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS WILL AT ALL TIMES BE LIMITED TO THE SERVICE FEES PAID BY YOU TO US FOR THE SERVICES PROVIDED DURING THE SIX MONTHS PERIOD PRECEDING THE CIRCUMSTANCES FIRST GIVING RISE TO THE CLAIM OF LIABILITY AND IN THE ABSENCE OF SUCH PAYMENT TO A SUM OF US$ 100.

MOREOVER, LEADGENCE SHALL HAVE NO LIABILITY FOR (A) ANY CLAIM OF PATENT, TRADE SECRET OR COPYRIGHT INFRINGEMENT BASED ON THE USE OF OTHER THAN THE THEN-LATEST RELEASE OF THE SERVICE, IF SUCH INFRINGEMENT COULD HAVE BEEN AVOIDED BY USE OF THE LATEST RELEASE, (B) THE SECURITY AND INTEGRITY OF ANY DATA OR INFORMATION YOU STORE OR TRANSMIT USING THE SERVICE OR THE INTERNET, INCLUDING ANY DATA OR INFORMATION STORED OR TRANSMITTED BY ANY COMPUTER DESIGNATED AS “SECURE”. YOU ARE RESPONSIBLE FOR IMMEDIATELY REPORTING TO LEADGENCE ANY ISSUE THAT COULD COMPROMISE THE SECURITY OR INTEGRITY OF ANY USER OR SYSTEM TAKING PART IN THE SERVICE OR (C) ANY CLAIM OF PATENT INFRINGEMENT BASED ON THE (I) USE OF THE SERVICE IN COMBINATION WITH OTHER MATERIALS NOT PROVIDED BY LEADGENCE WHERE INFRINGEMENT WOULD NOT HAVE RESULTED BUT FOR SUCH COMBINATION, OR (II) MODIFICATION OF THE SERVICE BY ANYONE OTHER THAN LEADGENCE WHERE INFRINGEMENT WOULD NOT HAVE RESULTED BUT FOR SUCH MODIFICATION.

Governing Law

These Terms shall be governed and construed in accordance with the laws of the Kingdom of England and Wales, without regard to its conflict of law provisions. The competent courts in London, UK, shall have sole and exclusive jurisdiction over any dispute arising from or in connection with these Terms and Conditions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between Us regarding Our Service and supersede and replace any prior agreements We might have between Us regarding the Service.

Changes

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, We will try to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service. These terms will identify the date the Terms were last updated.

No Waiver; Severability

Our failure to practice or implement any right or provision of these Terms does not mean We waive such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Publications

Notwithstanding anything contained herein, you hereby authorize LEADGENCE and its affiliates: (i) to use your name, logo and other applicable trademarks, at any time, on their websites and other promotional marketing materials, presentations, press releases, etc., for the purpose of referencing you as a customer of LEADGENCE; and (ii) to use you as a reference for the Service.

Contact Us

If you have any questions about these Terms, please contact us at: [email protected].

Last updated: September 1st, 2020