Welcome to SETTLEWIZE LTD’s (“SettlewiZe” “we” “us”) Website, Platform and Services.
SettlewiZe is an Israeli startup, which develops a unique proprietary platform for dispute resolution. The solution is aimed at the e-disputes within the platform economy, and traditional disputes. Currently the use of the Platform, subject to the terms of these Terms and Conditions, is free of charge, however, SettlewiZe may decide to invoice its users for the use of the Platform. If such change will occur, SettlewiZe shall inform its Participants via emails to Participants/announcement on its website, in advance.
These terms and conditions and all applicable service-specific terms (“Terms of Service” or “Agreement”) govern your access and use of SettlewiZe’s website, Platform, and Services (as defined herein).
“Participant” or “you”, “your” means a legal entity who is accessing and using the Services, whether it is a party to a conflict or a decision maker. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.
“Participant Content” means all information and data (including text, images, photos, videos, audio, and documents) or any other content in any media and format provided or made available to SettlewiZe by or on your behalf in relation to the use of the Services.
“Fair Use Policy” means the limits placed on usage as described in Section 2.6.
“Platform” means – SettlewiZe’s proprietary platform, that serves the process of taking decisions on the disputes, by a group of independent decision makers.
“Services” means the use of SettlewiZe website and the SaaS Platform’s services and any additional service that we may provide you as part of your use of the SettlewiZe Platform. It’s clarified the Software and the Platform are offered as a SaaS solution and therefore accessible through the Participant’s internet browser and on mobile devices (Android and iOS). No software installation is required on your servers and/or desktop computers for SaaS solutions.
“Software” – a software developed by SettlewiZe, underlying the Platform or the Website (as applicable) and enable the use of the Platform and providing the Services on Participant’s Computer.
“Taxes” means all taxes, assessments, charges, fees, and levies that may be levied or based upon the sale or license of goods and/or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, custom duties, and assessments together with any instalments with respect thereto, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).
“Third-Party Services” means products, services, applications, or websites made available by third parties through the Platform and the Services (i.e., companies or people who are not SettlewiZe).
- SETTLEWIZE License and Services
- License to use the Platform and SettlewiZe Website. Subject to the terms and conditions set forth herein, the Company hereby grants to you, and you accept, a nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and make solely internal business use of the Services for Participant’s non-commercial purposes, only according to the terms of these Terms.
- During the Term, subject to the terms and conditions of this Agreement, and solely for your personal or internal business purposes, SettlewiZe grants you a right to access and use our Services, in accordance with these Terms.
- Updates and Functionalities.You acknowledge that from time-to-time SettlewiZe may update its’ Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content). With respect to the Services, SettlewiZe shall provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the Services (collectively, the “Updates”).
- Limitations on Use.You undertake to use the Services for your personal and / or internal use (as applicable). You shall (i) be responsible for your compliance with these Terms of Service, including the Fair Use Policy; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Participant Content and of the means by which you acquired or generated Participant Content; (iii) use reasonable efforts to prevent unauthorized access to or use of the Services, including keeping your password and user name confidential and not permitting any third party to access or use your user name, password, or account for the Services; (iv) be solely responsible and liable for all activity conducted through your account in connection with the Services; (v) promptly notify SettlewiZe if you become aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of your user name, password, or account; (vi) use the Services only in accordance with applicable laws and government regulations; (vii) comply in all respects with all applicable terms of the Third-Party Services that you subscribe to or otherwise access in connection with your use of the Services; (viii) be responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services. You must not (a) provide your password and username to a third party or make your account available to a third party; (b) use the Services to store or transmit any content, that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; (e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component; (f) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Services, any third-party use of the Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law); (g) access the Services in order to build a competitive product or service or copy any ideas, features, functions, or graphics of the Services; (h) attempt to gain unauthorized access to the Services or its related systems or networks; or (i) authorize, permit, or encourage any third party to do any of the above.
- Fair Use Policy.SettlewiZe may suspend your access to the Services for abusive practices that degrade the performance of the Services for you and/or other Participants of SettlewiZe.
- Service Providers. You acknowledge that for the performance of the Services we are using third parties’ Service Providers, for example, AWS, and Microsoft (for certain services such as Platform environment, cloud services, database services, authentication and more). These Service Providers’ services may (or may not, as applicable) process your Participant Content as part of allowing us to provide you the Services, subject to industry standard terms and conditions of such service providers. SettlewiZe makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such service providers’ services.
- Third-Party Products and Services.You acknowledge that the Services may enable or assist you to access, interact with, and/or purchase Third-Party Services from Supported Platforms and other third parties. When you access the Third-Party Services, you will do so at your own risk. These Third-Party Services may also allow you to store your Participant Content with the provider or operator of the Third-Party Services. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not SettlewiZe. SettlewiZe makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Services or any transactions completed and any contract entered into by you with any such third party.
- Non-Exclusivity.You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict SettlewiZe’s right to license, sell, or otherwise make available the Services to any third party or perform any services for any third party.
- Intellectual Property
- Ownership of Proprietary Rights.The Services, including without limitation any underlying data, Software, Platform, algorithms, technology, application and website design, any information, services, texts, feedback, files, sound, music, images, videos, various applications, social graphs, organization, structure, specifications, features and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto (“Company’s IPR“) are the property of the Company and/or its respective affiliates which retains all right, title and interest in connection therewith. No transfer or grant of any rights by the Company is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the Company’s IPR or otherwise, except for the limited license set forth in Section 2 above. “Intellectual Property Rights” means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
- Intellectual Property to Requested Images, Videos and License. Any images and/or videos and /or other information (in any form or media) requested by Participant (the “Requested Information”), are produced with third parties’ services and are subject to Intellectual Property Rights by such third parties and the Company. The Company obtains the required rights to provide the Participant a license to use the Requested Information for its own business use and credit such service providers as required by them. You may not take off or delete or blur, by any way, any credit / logo of such services providers from any output produced by our Services.
- You may from time to time provide suggestions, comments or other feedback to SettlewiZe with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for SettlewiZe notwithstanding anything else. You shall, and hereby do, grant to SettlewiZe a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
- Participant Content. You grant SettlewiZe a limited, worldwide, non-exclusive, non-transferable license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, transfer to third parties (as Decision Makers and the conflicted parties), store, archive, and index the Participant Content for the purpose of supporting your use of the Platform and the Services and providing Services to you. SettlewiZe may also use Participant Content for the purpose of supporting and developing the Platform and Services, provided that when doing so, SettlewiZe shall only use Participant Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you shall retain all right, title and interest in and to the Participant Content and all intellectual property rights therein. Nothing in this Agreement will confer on SettlewiZe any right of ownership or interest in the Participant Content or the intellectual property rights there.
- Term and Termination
- Term of the Agreement (“Term”).These Terms and Conditions shall apply as long as you’re using the Services.
- If you violate the provisions of this Agreement, abuse the Services and/or the Platform, or otherwise create risk or possible legal exposure to SettlewiZe, we can terminate or suspend your access to the Services at our sole discretion.
- Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
- Warranty Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, SETTLEWIZE EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SETTLEWIZE SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON-INFRINGEMENT, THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ITS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, SETTLEWIZE DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SETTLEWIZE OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. SETTLEWIZE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING THE PARTICIPANT CONTENT AND MENTIONS, OR ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. SETTLEWIZE DOES NOT CONTROL OR VET PARTICIPANT CONTENT AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE SERVICES. SETTLEWIZE IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS ASSOCIATED WITH OR UTILIZED IN CONNECTION WITH THE SERVICES, INCLUDING THE FAILURE OF ANY SUCH THIRD-PARTY SERVICES OR SUPPORTED PLATFORMS. SETTLEWIZE EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IF YOU ARE DISSATISFIED OR HARMED BY SETTLEWIZE OR ANYTHING RELATED TO SETTLEWIZE, YOU MAY CANCEL YOUR SETTLEWIZE ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 4.2 (TERMINATION), AS APPLICABLE, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND SETTLEWIZE’S SOLE AND EXCLUSIVE LIABILITY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Your Indemnification.You shall defend, indemnify, and hold harmless SettlewiZe, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim (a) alleging that the Participant Content or your use of the Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; (b) relating to, or arising from, Participant Content, or your breach of Section 2.4 or Sections 2.6-2.7; or (c) relating to, or arising from, Third-Party Services.
- Limitation of Liability
- TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL SETTLEWIZE AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING BUT NOT DEROGATING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SERVICES, OR RELIANCE ON ANY OF SETTLEWIZE’S IPR OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY THE COMPANY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
- SettlewiZe is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, or software due to technical problems or traffic congestion on the internet or on the Services and/or Site, including any injury or damage to users or to any person’s computer or mobile device related to or resulting in connection with the use of the Services.
- You acknowledge that you use the Services at your own risk. SettlewiZe shall not be liable regarding any forbidden and / or reckless and / or malice use of the Services, which may cause damage (direct, indirect, incidental, special etc.) to you and / or your Authorized Users and/ or devices, other than the warranties SettlewiZe must provide to you in accordance with the applicable Law.
- Change / Amendment to Terms of Service
- We reserve the right, at any time, to update and change any or all of these Terms of Service, in our sole discretion, including but not limited to the fees and charges associated with the use of the Services (unless otherwise set in the applicable Participant Agreement). If we do so, we will post the modified Terms of Service on settlewize.com (the “Site”), though we will notify you of any changes that, in our sole discretion, materially impact these Terms of Service. Continued use of the Services after any such changes have been made shall constitute your consent to such changes.
- These Terms shall be governed by and construed in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel Aviv, Israel. (ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iii) You acknowledge and agree that the Company has the right, at any time and for any reason, to redesign or modify the Company’s IPR and other elements of the Services or any part thereof; (iv) these Terms and the written agreement between you and the Company is the entire agreement between you and the Company regarding the subject matter herein and these Terms shall not be modified except by a written instrument executed by both parties. These Terms do not derogate from any terms and conditions of the written agreement between the Company and you; (v) the Company may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of the Company. Any unauthorized assignment will be void and of no force or effect; (vi) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and the Company any rights, remedies or other benefits under or by reason of these Terms; (vii) The Company’s failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by the Company as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (ix) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN RESPECT THEREOF. If you have any further questions or require further clarification, please contact us by sending an email to: [email protected].
Last updated: November 2022