תנאי שימוש

Positive Solutions

Positive Online Services Terms of Use

BY USING THE SERVICES, AS DEFINED BELOW, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF POSITVE ONLINE SERVICES (THE “SERVICES”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.

Your registration for, or use of, the Services shall be deemed to be your agreement to abide by this Agreement including any materials available on the Positive’s website incorporated by reference herein, including but not limited to Positive’s privacy and security policies.

Positive’s privacy policies may be viewed at https://www.posit.co.il/terms.
Positive reserves the right to modify the terms of the Agreement and its privacy policies in its reasonable discretion from time to time. Note that because the Services are a hosted, online application, Positive occasionally may need to notify all users of the Services of important announcements regarding the operation of the Services.

1. Definitions

As used in this Agreement and in any Order Form now or hereafter associated herewith:

“Agreement” means these online terms of use, any online Order Form, and any materials available on the Positive website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Positive from time to time in its sole discretion;

“Authorized User(s)” mean you and anyone you authorize to use the Services;

“Customer Data” means any data, information or material provided or submitted by you to the Services in the course of using the Services;

“Effective Date” the date these terms and conditions were published in Positive's website; Each terms and conditions version will be titled with its publication date; As mentioned above, by using the Services, as defined below, You agree to the following terms and conditions;

“Intellectual Property Rights” means inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“Order Form(s)” means the form evidencing the initial subscription for the Services and any subsequent order forms submitted online specifying, among other things, the service offering selected, the number of additional licenses, if any, the amount of additional storage, if any, and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

“Positive” means Positive Solutions LTD, an Israeli based corporation, having its principal place of business at Israel;

“Services” means all of Positive's Point of Sale and Retail Management software or services including all of Positive’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Positive in providing the Services and any audio and visual information, documents, software, products and services contained or made available to you in the course of using the Services.

2. Services and Restrictions

Subject to the terms and conditions of this Agreement, Positive grants to you a non-exclusive, non-transferable, right to use the Services up the maximum number of Services Licenses allocated to You or as defined in an Order Form (collectively referred to as “Selected Services”), including any update from time to time of such Services Licenses in an Order Form. All rights not expressly granted to you are reserved by Positive. You acknowledge that Positive’s provision of the Services is dependent in part on each Authorized User’s compliance with the terms of this Agreement.

You shall not directly or indirectly, (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services in any way; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or any software, documentation or data related to the Services, (iii) modify or make derivative works based upon the Services; (iv) copy or create Internet “links” to the Services or “frame” or “mirror” any of the Services; or (v) access the Services in order to: (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.

3. Your Responsibilities

You are responsible for all activity occurring under your Authorized Users accounts, including but not limited to uploading any of your data onto the Services. You shall: (i) use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws. You shall not, when using the Services: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iii) attempt to gain unauthorized access to the Services or its related systems or networks; (iv) use the Services in any way or form that breaches any Privacy or Cyber Security regulations or law.

Positive is not responsible to you for unauthorized access to your data or the unauthorized use of the Services. You are responsible for the use of the Services by any person to whom you have given access to the Services, and any person who gains access to your data, even if you did not authorize such use.

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services (“Equipment”). You shall be responsible for ensuring that the Equipment is compatible with the Services. You shall also be responsible for maintaining the security of the Equipment, your Authorized User account, Authorized Users passwords and files, and for all uses of your Authorized User account or the Equipment with or without your knowledge or consent.

You must cooperate with Positive’s reasonable investigation of Services’ outages, security problems, and any suspected breach of the Agreement. You shall: (i) notify Positive immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Positive immediately and use reasonable efforts to stop immediately any copying or distribution of the Services that is known or suspected by you or your Users; and (iii) not impersonate another Positive user or provide false identity information to gain access to or use the Services.

You shall indemnify and hold Positive, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Authorized Users of this Agreement, provided in any such case that Positive (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Positive of all liability and such settlement does not affect Positive’s business or Services); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

4. Your Account Information and Data

Positive does not own any data, information or material that you create, upload, submit, store, send or receive to the Services in the course of using the Services (“Customer Data”).  You retain ownership of Customer Data. In short, what belongs to you stays yours. You, not Positive, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Positive shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

When you create, upload, submit, store, send or receive Customer Data to or through the Services, you give Positive, or anyone on its behalf, a worldwide, free, irrecoverable license to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display and distribute such content. This license continues even if you stop the Services.

Positive is the sole owner of any Derived Data. "Derived Data" refers to new information generated through analysis and other processing of Customer Data, provided that such new information does not include personal data included in Customer Data.

5. Positive’s Intellectual Property Ownership

Positive alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Services (or any underlying technology or content within the Services) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the technology used by the Services, or the Intellectual Property Rights owned by Positive. The Positive name, the Positive logo, and the product names associated with the Services are trademarks of Positive or third parties, and no right or license is granted to use them.

6. Charges and Payment of Fees

When applicable, you shall pay Positive the then applicable fees for the Services as noted on your most recent Order Form (the “Fees”). You are responsible for keeping your billing and other account information up to date. You must pay when due the fees for the Services stated in the Order Form or other agreement between us. Payments must be made monthly in advance unless otherwise mutually agreed upon in an Order Form. All payment obligations are non-cancelable, and all amounts paid are nonrefundable. You must provide Positive with valid credit card or approved purchase order information as a condition to signing up for the Services. You may add or delete Selected Services by executing an additional online Order Form. Positive reserves the right to modify its fees and charges and to introduce new charges at any time. All pricing terms are confidential, and you agree not to disclose them to any third party.

7. Billing and Renewal

Positive charges and collects in advance for use of the Services. Customer shall be responsible for all taxes associated with Services other than taxes applicable directly to Positive. You agree to provide Positive with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Positive reserves the right to terminate your access to the Services in addition to any other legal remedies.

8. Non-Payment and Suspension

In addition to any other rights granted to Positive herein, Positive reserves the right to suspend or terminate this Agreement and your access to the Services if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for the Services during any period of suspension. If you or Positive initiates termination of this Agreement, you will be obligated to pay the balance due on your account. You agree that Positive may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Positive reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Services. You agree and acknowledge that Positive has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

9. Termination

This Agreement commences on the Effective Date and shall continue on a monthly basis, unless otherwise stated in an Order Form or other Agreement with Company or any of its resellers. You agree and acknowledge that Positive has no obligation to retain the Customer Data, and may delete such Customer Data, within 5 days after termination.

10. Termination for Cause

Positive, in its sole discretion, may terminate your use of the Services if you breach or otherwise fail to comply with this Agreement or pay any due Services fees upon 7 days in advance notice to you (email is sufficient). Positive may allow you 30 days to cure your failure to pay any outstanding fees prior to terminating this Agreement. You agree and acknowledge that Positive has no obligation to retain Customer Data and may delete such Customer Data within 5 days after the termination.

11. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct.

12. Disclaimer of Warranties

POSITIVE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. POSITIVE DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY POSITIVE AND ITS LICENSORS.

POSITIVE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER MALFUNCTIONS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. POSITIVE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH MALFUNCTIONS.

13. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Notice

Positive may give notice by means of a general notice on the Services, electronic mail to your e-mail address on record in Positive’s account information, or by written communication sent by mail or pre-paid post to your address on record in Positive’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting or 12 hours after sending (if sent by email). You may give notice to Positive (such notice shall be deemed given when received by Positive) at any time by e-mail or via registered post.

15. General

Positive reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Services. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Positive’s prior written consent. Positive may transfer and assign any of its rights and obligations under this Agreement without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Positive in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. This Agreement shall be governed by the laws of the State of Israel without regard to its conflict of laws provisions.