ORCHESTRA GROUP TERM OF USE

Updated on September 15, 2019

1.    General
These O.I.J Orchestra Group Ltd. (“Orchestra Group”, “our”, “we” or “us”) Terms of Use (the “Terms”) and our Privacy Policy available at https://www.orchestra.group/privacy-policy  govern your use of our website, at https://www.orchestra.group (the “Site”). In these Terms, the "Services" referred to herein, related to the use of the Site only and not to the purchase or use of our products and services outside the Site. Please read these Terms carefully, before using and accessing the Site.
2.    Agreement to Terms
2.1    By accessing and using our Site, you expressly and unreservedly agree to be bound by these Terms and by our Privacy Policy. If you don’t agree to these Terms and our Privacy Policy, do not use the Site. You may use the Site only if you are not barred from using it under any applicable law or regulation.
2.2    You hereby affirm that you are fully able and competent to enter into the Terms, including the terms, conditions, obligations, affirmations, representations and warranties as set forth thereunder.
3.    Changes to Terms or Services
3.1    We may change these Terms at any time, at our sole discretion and without prior notice, which such changes shall be effective immediately once posted. You should check the Terms from time to time to take notice of any changes we make as they are binding on you. In an event that any material changes are made, we will provide to you, on a best effort basis, a notice of such material changes. 
3.2    If you continue to use the Site after we have posted the changed Terms on the Site or via the Services, you are indicating to us that you agree to be bound by the changed Terms. If you don’t agree to be bound by the changed Terms, then you may not use the Site anymore. 
3.3    We are entitled to, and may, at any time and at our sole discretion, without notice or any liability, change, suspend or discontinue all or any part of the Site. We may also modify, limit, deny or impose limits on certain features or restrict your access to parts or all of the Site, or cancel some or all of the functionality of the Site, at any time and at our sole discretion, without notice or liability.
4.    Privacy and Data Protection
Please refer to our Privacy Policy available at https://www.orchestra.group/privacy-policy for information on how we collect, use and disclose information from you, your computer and your device. You understand that through your use of our Site, you acknowledge the collection, use and sharing of this information as described in our Privacy Policy. For contractual purposes, by submitting your e-mail to us you hereby agree: (a) to receive communications from us in an electronic form via the e-mail address you may have used; and (b) agree that all terms, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. 
5.    Content and Content Rights
5.1    For purposes of these Terms: (i) “Content” means text, data files, code, graphics, logos, photographs, illustrations, images, music, software, audio, video, files, works of authorship of any kind, and information or other materials that are posted, generated, collected, monitored, provided or otherwise made available through the Site; and (ii) “User Content” means any Content that you made available to us through the Site. 
5.2    Content Ownership, Responsibility and Removal. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, we and/or the party credited as the provider of the Content (“Content Owner”), exclusively own all right, title and interest in and to the Site and Content, including all associated intellectual property rights.
You acknowledge that the Site and Content may be protected by copyrights, trademarks, trade secrets, service marks, patents, moral rights, privacy rights, and other rights under any applicable laws. 
You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or Content. You hereby undertake not to harm, directly or indirectly, via the intermediary of a third party, the intellectual property rights of the Content Owner. 
You hereby undertake to refrain from reproducing any element of the Site, by any means whatsoever, in any form whatsoever and on any medium whatsoever, without the prior consent of the Content Owner. 
5.3    Rights in User Content Granted by You. By making any User Content available through the Site or the Services, you hereby grant to us a non-exclusive, transferable, sub licensable, worldwide, royalty-free license to use, store, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute, remove and delete your User Content. You are solely and entirely responsible and liable for all your User Content. 
You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Site or the Services, nor any use of your User Content by us on or through the Site or the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. 
We are not responsible or liable for the removal or deletion of (or the failure to remove delete) any of your User Content. You hereby undertake to take all necessary precautions accordingly. 
5.4    Rights in Content Granted by Us. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Site and solely for your personal and non-commercial purposes.
6.    Aggregate Information
We may gather information and statistics collectively about all visitors to the Site which may include the information supplied by you. This information helps us to design and arrange the Site in a user-friendly manner and to continually improve the Websites to better meet the needs of the Websites users. We may share this kind of aggregate data with selected third parties to assist with these purposes.
7.    Limited License 
7.1    Nothing in the Terms will be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of ours or any third party. You do not acquire any title or ownership rights by using the Websites or downloading material from or uploading material to the Websites, nor any other license or right to use, unless explicitly otherwise provided with respect to specific content in this Website.
7.2    Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable limited right to access, use and print the information and material on the Websites solely for noncommercial personal use, provided that, you are authorized to access such information or material and that you keep intact all copyright and proprietary notices. If you seek to reproduce or otherwise use the content on this Websites in any way it is your responsibility to obtain prior written approval from us for such use.
7.3    If you violate any of the Terms, your permission to use the Websites or any of its content, automatically terminates and you must immediately destroy any copies you have made of any portion of such information.
8.    General Prohibitions and Our Enforcement Rights
8.1    You hereby undertake not to do any of the following:
i)    Use the Site, intentionally or unintentionally, in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
ii)    Post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously offensive;
iii)    Make available through the Site any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person;
iv)    Without our express written consent, use the Site or any part thereof for any commercial purpose;
v)    Interfere or attempt to interfere with the proper functioning of the Site or connect to or use the Site in any way not expressly permitted by these Terms of Use;
vi)    Except where permitted by law or relevant open source licenses, reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Site, or to obtain any information from the Site using any method not expressly permitted by us; or
vii)    Copy, modify or distribute rights or content from any Site, Services or our copyrights or trademarks or use any method to copy or distribute the content of the Site except as specifically allowed in these Terms of Use
8.2    Although we’re not obligated to monitor access to or use of the Site or Content or to review, display or edit any Content, we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Site. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
9.    Links to Third Party Websites or Resources
The Site may contain advertisements or links to third-party products, services, websites or resources. We are not responsible nor liable for the content, products or services on or available from those advertisements, websites or resources or links. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources. It is also noted that such links operate under different privacy policies and terms of use and you should review those on the relevant links.
10.    Demo 
10.1    There may be specific rules for the use of certain software, demo and other items accessible on the Site, which may be accessed on demand ("Demo"). Such rules are hereby incorporated by reference into the Terms.
10.2    A request for a Demo can be submitted through the Site and is subject to our sole discretion. 
10.3    Subject to your request and our approval, you will be granted with a non-exclusive, assignable, worldwide license to use the Demo according to its licensing terms (as determined by us). You may use one copy of the Demo within a limited time for non-commercial and personal use only. Your license may be revoked in case we find that your use is unlawful or that any license terms have been breached. 
11.    Termination
We may terminate your access to and use of the Site, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of Site, all provisions of these Terms which, by their nature, should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
12.    Warranty Disclaimers
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPLICIT OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Site or the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
13.    Indemnity
You will indemnify us and hold us harmless including our affiliated entities and their and its respective past, present and future officers, directors, employee. contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, representatives, predecessors, successors and assigns and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of the Agreement, laws, regulations or third party rights, including, without limitation, any intellectual property, property or privacy right. We reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification pursuant to the Terms. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and us.
14.    Limitation of Liability
NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR CONTENT WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW ALL OR SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS; IN SUCH JURISDICTIONS OUR LIABILTY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, TOGETHER WITH OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRASENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE OR CONTENT, IS LIMITED TO THE AMOUNTS OF $100. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
15.    Time Limitation on Claims
You agree that any claim you may have arising out of or relating to your relationship with us must be filed within six (6) months after such claim arose; otherwise your claim is permanently barred.
16.    Governing Law; Jurisdiction
These Terms and any action related thereto will be governed by the laws of the State of Israel, without regard to its choice of law or conflict of law principles. Further, you and we expressly agree to the exclusive jurisdiction of the courts in Tel-Aviv, Israel to resolve any dispute, claim, or controversy that relates to or arises in connection with the Site (and any non-contractual disputes/claims relating to or arising in connection with them).
17.    General Terms
You agree to report any copyright violations and/or violations of the Terms to us as soon as you become aware of them. In the event that you have a claim of copyright infringement with respect to material that is contained in the Site, please notify us as soon as possible At any time, you may contact us with any question, claim or complaint that you may have with respect to the Site, at support@orchestra.group If any provisions of the Agreement are held to be illegal, invalid, or 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, then the provision shall be performed and enforced to the maximum extent permitted by law, and the remaining provisions shall continue to remain in full force and effect. Nothing in the Agreement shall affect any non-waivable statutory rights that apply to you. We may assign the Terms, at any time, with or without notice to you. You must not assign, transfer or sublicense these Terms without our prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. You may not modify these Terms.
*