Welcome to CyberSheli.com (hereinafter The “Website“). The Website is managed and operated by CYBERSHELI LTD (hereinafter: “Company”).
By using this Website, you indicate that you agree to these rules, the Purchase Terms, and our Privacy Policy contained herein.
These terms are obligatory for all our website users, no matter where it is used. Before you start using the Website, read the Terms carefully. These terms and conditions (the “Agreement”) govern the purchase and use of CYBERSHELI LTD‘s services and software.
The following terms are relevant to all CYBERSHELI LTD’s Offers (“General Terms”). In the event of a conflict between any of the General Terms and a specific offer – the General terms will govern.
THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THIS SITE, ITS CONTENT OR LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE FAILURE, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT OR OTHERWISE, ARISING OUT OF YOUR USE OF THIS SITE, ITS CONTENT OR LINKS, SHALL NOT EXCEED THE AMOUNT OF THE PURCHASED CONTENT OR $1 IN CASE NO PURCHASE WAS MADE.
You undertake to indemnify The company, its employees, managers, or anyone on its behalf for any damage, loss, loss of profits, payment or expense they will incur – including reasonable legal fees and trial costs – due to the violation of these Terms of Use. Furthermore, you will indemnify The company, its employees and managers or anyone on its behalf, for any claim, suit and/or demand made against them by any third party as a result of contents you posted on the Website and of links you created to the Website.
The company may, from time to time, change the structure, display and design of the Website and the scope and availability of the services offered, charge payment for such contents and services at its discretion and change any other aspect related to the Website – all without any need for prior notification. Such alterations shall be performed, among others things, while taking into account the dynamic nature of the Internet and the technical and other changes which may occur from time to time. By their very nature, such changes may entail malfunctions and/or may initially cause inconvenience, etc. You will have no claim, suit and/or demand against The company as a result of the execution of such changes and/or of malfunctions deriving from their execution.
These Terms are governed by and will be construed under the laws of Israel. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Israel. If your use of the Services is prohibited by Applicable Law, you may not use the Services. We cannot and will not be liable for your use of the Services in a manner that violates Applicable Law
Orders.
Customers may purchase CYBERSHELI LTD’s service or software by submitting an Order and/or by accepting an offer, verbal or by signing an offer. This Agreement will govern all Orders. For clarity, CYBERSHELI LTD will not be obligated to provide any service until the customer has signed a valid declaration.
Statements of Work.
Each Statement of Work will incorporate and be governed by this Agreement. The “Statement of Work Effective Date” will be the date both customer and CYBERSHELI LTD have agreed to the Statement of Work, either by executing the Statement of Work or by issuing and accepting an Order for the Services described on the Statement of Work.
FEES AND PAYMENT.
Fees and Expenses. The customer agrees to purchase the Offerings for the prices set forth in each order and/or Statement of Work and/or Declaration and/or verbal, as applicable (“Fees”)
Payment. If the Customer purchases directly from , the customer will make full payment in the currency specified in company’s invoice, without set-off, and in immediately available funds, within thirty (30) days of the date of each invoice. All Fees are non-cancelable and non-refundable. All Fees described on an Order and in a Statement of Work will be fully invoiced in advance unless otherwise agreed.
Taxes. All Fees are exclusive of all present, and future sales, use, excise, value-added goods and services, withholding and other taxes, and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the Offerings, which shall be invoiced to and paid by the customer. Suppose a customer is required by law to make any deduction or withholding on any payments due to . In that case, the customer will notify and will pay any additional amounts necessary to ensure that the net amount receives, after any deduction or withholding, equals the amount would have received if no deduction or withholding had been required.
5.1. Ownership of Materials; Restrictions. All Intellectual Property Rights in Materials, Products, Documentation, and belong exclusively to and its licensors. Customer will not (and will not allow any third party to): (i) disassemble, decompile, reverse compile, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Materials (except to the limited extent that applicable law prohibits reverse engineering restrictions); (ii) sell, resell, distribute, sublicense or otherwise transfer, the Materials, or make the functionality of the Materials available to any other party through any means (unless otherwise has provided prior written consent), (iii) without the express prior written consent of , conduct any benchmarking or comparative study or analysis involving the Materials (“Benchmarking”) for any reason or purpose except, to the limited extent absolutely necessary, to determine the suitability of Products to interoperate with customer’s internal computer systems; (iv) disclose or publish to any third party any Benchmarking or any other information related thereto; (v) use the company Materials or any Benchmarking in connection with the development of products, services that compete with the Materials; or (vi) reproduce, alter, modify or create derivatives of the Materials. Between Customer and , shall retain all rights and title in and to any Indicators of Compromise developed by or for in the course of providing or performing Services. may audit the customer’s use of Offerings to ensure compliance with the terms of this Agreement
7.1. Services Warranty. warrants to Customer that Services will be performed in a professional manner in accordance with industry standards for like services. If a customer believes the warranty stated in this Section has been breached, the customer must notify of the breach no later than thirty (30) days following the date the Services were performed.
7.3. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL PRODUCTS, the company MATERIALS, AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER. AND ITS SUPPLIERS EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. ALSO MAKES NO WARRANTY REGARDING NON INTERRUPTION OF USE OR FREEDOM FROM BUGS, AND MAKES NO WARRANTY THAT PRODUCTS, the company MATERIALS, SERVICES OR WILL BE ERROR-FREE.
ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS AND LOST SAVINGS, HOWEVER, CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
8.3. Applicability. THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN WILL APPLY ONLY TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AND NOTHING HEREIN PURPORTS TO LIMIT EITHER PARTY’S LIABILITY IN A MANNER THAT WOULD BE UNENFORCEABLE OR VOID AS AGAINST PUBLIC POLICY IN THE APPLICABLE JURISDICTION.
9.4. Privacy. If is a data processor under this Agreement, and in accordance with applicable data protection laws, including but not limited to the EU General Data Protection Regulation (GDPR), agrees that it will: 9.4.1 personal process data controlled by the customer when authorized by the customer and in compliance with this Agreement and will not use or process the personal data for purposes other than those permitted by the customer, anticipated by the Documentation for the Offerings, or for the purpose of research and development of the company‘s Offerings;
9.4.2 adopt and maintain appropriate (including organizational and technical) security measures in processing Customer’s personal data in order to protect against unauthorized or accidental access, loss, alteration, disclosure, or destruction of such data, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing;
9.4.3 take all reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged at its place of work are aware of and comply with applicable data privacy laws and regulations;
9.4.4 provide Customer access to a list of current sub-processors that may handle personal data at ‘s direction.
9.4.5 may process or otherwise transfer any personal information in or to any country outside of the country of origination, including such countries with less restrictive data protection laws, to the extent necessary for the provision of the Offerings. If required and where applicable, will enter into mutually agreed-upon country-specific data transfer mechanisms, and has entered into the EU Standard Contractual Clauses as approved by the European Commission to help ensure an adequate level of data protection for any personal data that will be processed or transferred. does not react to Do Not Track signals because there is no standard for how those signals are sent; and
9.4.6 Customer agrees it is responsible for obtaining any applicable consents from data subjects for customer’s use of the company to process customer’s data.
10.1. Term. This Agreement will become effective on the Effective Date and will continue in effect for a period of one (1) year (the “Initial Term” of the Agreement). This Agreement will renew for additional periods of one (1) year each (each, a “Renewal Term” and together with the Initial Term, the “Term” of this Agreement) unless either party notifies the other of its intent not to renew this Agreement by giving the other party notice of non-renewal no later than sixty (60) days prior to the end of the then-current term. The term of each order will be as set forth below or in the applicable Schedule, and the term of each SOW will be as set forth in the applicable SOW.
10.1.2 Support Services. Support Services will begin on or shortly after the Order Effective Date (as determined by ) and will continue in effect for the period of time stated in the order (“Initial Support Term”). Unless otherwise stated on the order, the Support Services will automatically renew for additional periods of one (1) year each (each, a “Renewal Support Term” and together with the Initial Support Term, the “Support Term”), unless either party notifies the other of its intention not to renew Support Services at least sixty (60) days prior to the expiration of the then-current Support Term. Customer may terminate Support at any time, for convenience, on thirty (30) days written notice to the company. If a customer terminates Support Services for convenience before the end of the then-current Support Term, the customer will pay any remaining fees owing for the remainder of the then-current Support Term within thirty (30) days of the effective date of termination.
11.1. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events that are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at a reasonable cost.
12.1. Governing Law and Jurisdiction
This agreement and our relationship will be governed by the laws of Israel, without reference to conflict of law principle, and disputes relating to our services will be resolved exclusively by the competent courts of Tel Aviv.
13.1. Independent Contractors. The parties are independent contractors. Nothing in these Terms, any Order, or any Statement of Work shall be construed to create a partnership, joint venture, or agency relationship between the parties. Customer shall make no representations or warranties on behalf of the company.
14.1. Language. This Agreement and each Order and Statement of Work are in the English language only, which shall be controlled in all respects. All communications, notices, and Documentation to be furnished hereunder shall be in the English language only.
15.1. Notices. All notices required to be sent hereunder shall be in writing, addressed to receiving party’s current business contact, if known, with a cc: to the General Counsel/Legal Department of the receiving party, and sent to the party’s address as listed in this Agreement, or as updated by either party by written notice. Notices shall be effective upon receipt and shall be deemed to be received as follows: (i) if personally delivered by courier, when delivered; or (ii) if mailed by first class mail, or the local equivalent, on the fifth business day after posting with the proper address.
16.1. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the laws of any jurisdiction, the provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect.