The effective date of these Terms of Use is May 7, 2019.
Please read carefully the following provisions of these Terms of Use (“Terms”). This is a legal agreement between you and Agraba Ltd., an Israeli company (“We”) regarding the use of our online services (including mobile and website services) (collectively, “Agraba” or “Agraba Service”).
By using Agraba in any way, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS, AS WELL AS TO COMPLY WITH THE PRIVACY POLICY. IF AT ANY TIME YOU DO NOT AGREE WITH ANY OF THESE TERMS YOU ARE REQUIRED TO IMMEDIATELY CEASE ANY USE OF THE AGRABA SERVICE.
Agraba reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Agraba Service following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms, Agraba grants you a personal, revocable, non-exclusive, non-transferable, limited privilege to enter and use the Agraba Service.
General use provisions.
Agraba is an online tool that allows its user to advertise on Google Adwords in a simple walk through process, without prior knowledge or experience in online advertising. Agraba automatically generates custom-made PPC ads on google for a defined period (“Advertising Campaign” or “Campaign“), using the information provided by the user and the information we located about the user’s business online. It is clarified that it is the user’s sole responsibility to comply with the full terms and conditions of Google with regards to Google Adwords service. Agraba allows users to launch an Advertising Campaign on a fixed cost-per-day (CPD) basis. The price of each campaign will be comprised of the cost per click (“Cost Per Click“) of the relevant keywords selected by the user, the duration of the campaign (10, 30 or 90 days) and a 15% commission from the total campaign (collectively: “Fees“). Please note that the Cost Per Click for each keyword varies and is not determined by Agraba. By using the Agraba Service, you agree to pay Agraba for each Advertising Campaign. Subscription payments will be charged on a pre-pay basis and will cover the use of each Campaign. Fees are not refundable.
All content on Agraba, including (but not limited to) all written material, images, photos and code (“Content”), is proprietary to Agraba and is protected pursuant to international copyright and trademark laws. You may not copy, reproduce, modify, republish, transmit or distribute any material from Agraba without our express written permission. It is expected that all users of Agraba will comply with applicable intellectual property laws, including copyright and trademark laws. However, if we are notified of claimed copyright infringement, or otherwise become aware of facts and circumstances from which infringement is apparent, we will respond expeditiously by removing or disabling access to the material that is claimed to be infringing or to be the subject of infringing activity. Except where expressly provided otherwise by Agraba, nothing on Agraba shall be construed to confer any license or ownership right in or to the Content, under any of Agraba’s intellectual property rights, whether by estoppel, implication, or otherwise.
Agraba respects Copyright. If you feel like your rights were infringed, please send us an email: [email protected].
Any unauthorized use of any of the Content on Agraba may violate copyright laws, trademark laws, laws relating to fair trade, the laws of privacy and publicity, and/or communications regulations and statutes. It is your obligation to comply with all applicable state, federal and international laws. You are responsible for maintaining the confidentiality of your account information and password and for restricting access to such information and to your computer. You agree to accept responsibility for all activities that occur under your account or password.
License.
We grant you a personal, revocable, limited, non-exclusive, nontransferable license to use the Agraba Service according to these Terms. We reserve the right to modify or discontinue, temporarily or permanently, the Agraba Service for any reason, at our sole discretion, with or without notice. Notwithstanding any provisions of these Terms, we reserve the right, without notice or attendant liability, and in our sole discretion, to terminate your license to use Agraba Service, and to block or prevent future access to the use of the Agraba Service for any reason or no reason. Upon termination, these Terms will continue to apply; in particular, you remain personally liable for any orders that you place or charges that you incur prior to termination.
Reference Sites.
The Agraba Service is granted to users’ web sites and may choose to provide links or references to third-party web sites (collectively: “Reference Sites “). Agraba does neither endorses nor is responsible for any such Reference Sites and is not liable to any damages that may be incurred to you or any third party by your use of such Reference Sites. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk. We encourage you to be aware of when you leave Agraba, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. In addition, your correspondence or business dealings with Reference Sites and/or advertisers found on or through Agraba are solely between you and them. We will not be liable for the unreliability or inaccuracy of any information Obtained through those Reference Sites.
Limits of your use / Compliance with laws.
You must use Agraba only for a lawful purpose.
You must not take any action that may compromise the security of Agraba, make Agraba inaccessible to others, or cause damage to Agraba. All of this, including its organization, selection, and arrangement, as well as various software or programming within or related to Agraba, belong to us.
You must comply and adhere to any laws in any jurisdiction applying to you, including without limitation copyright laws, trademark laws, laws relating to fair trade, the laws of privacy and publicity, and/or communications regulations and statutes. securities laws, laws relating to cryptocurrencies.
Limitation of liability.
To the extent allowed by law, in no event shall the aggregate liability of Agraba exceed the total consideration for the transaction or the amount of $100.00, whichever is lower. In no event shall Agraba or its agents or assignees be liable to anyone for any indirect, punitive, special, exemplary, incidental, or consequential damages, or for any damages to your computer, telecommunication equipment, or other property and/or for loss of data, content, images, revenue, profits, use or other economic advantage, arising out of, or in any way connected with this agreement, including but not limited to accessing or use of, or inability to use, the Agraba service and the services associated therewith including but not limited to the downloading of any materials, regardless of cause, whether in an action in contract or negligence or other tortious action, even if the party from which damages are being sought or any of its agents or assignees have been previously advised of the possibility of such damages. The limitation of liability set forth in this section shall not apply in the event of your breach, or related to your indemnity obligations. This paragraph shall not affect the rights listed below in the section titled “indemnities”.
Disclaimer of warranties.
Except where expressly provided otherwise by Agraba, the Agraba service is provided “as is,” and is for use as contracted herein. Except for the express warranties set forth herein, Agraba hereby disclaims all express or implied representations, warranties, guaranties, and conditions with regard to the Agraba service and the goods and services associated therewith including but not limited to any implied representations, warranties, guaranties, and conditions of merchantability, fitness for a particular purpose, title and non-infringement, and quality of goods and services except to the extent that such disclaimers are held to be legally invalid. Agraba makes no representations, guaranties or warranties regarding the reliability, availability, timeliness, quality, suitability, truth, accuracy or completeness of the Agraba service and the goods, services associated with the Agraba service, or the results you may obtain by accessing or using the Agraba service and/or the goods, services associated therewith. Without limiting the generality of the foregoing, Agraba does not represent or warrant that (a) the operation or use of the Agraba service will be timely, secure, uninterrupted or error-free; (b) the quality of any products, services, information, or other material you purchase or obtain through the Agraba service will meet your requirements; or (c) the goods, services, or the systems that make the Agraba service available are free of viruses or other harmful components. You acknowledge that Agraba does not control the transfer of data over communications facilities, including the internet, and that the Agraba service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Agraba is not responsible for any delays, delivery failures, or other damage resulting from such problems. Except where expressly provided otherwise by Agraba, the Agraba service and the goods, services associated therewith are provided to you on an “as is” basis. For the avoidance of doubt, it is hereby clarified that the Agraba service will not be considered as a financial consultation or recommendation. Agraba expressly disclaims any warranty related to the quality of goods and/or services and the persons or businesses referenced on the Agraba service.
Indemnities.
You agree that you are personally responsible for your use and behavior while using AGRABA Service. You agree to indemnify, defend and hold harmless Agraba, its personnel, subsidiaries, affiliated companies, franchisees, licensees, joint ventures, business partners, licensors, suppliers, employees, agents, and hosts of Agraba Service and third-party information providers from and against all claims, liabilities, losses, expenses, injury or damage to persons or property, money damages and costs (including but not limited to direct, incidental, consequential, exemplary, and indirect damages), including reasonable attorneys’ fees and costs of government inquiry or investigation, resulting from or arising out of your visit, use, misuse, inability to use or interruption in service of Agraba Service or any violation by you of these Terms or of law.
Miscellaneous provisions.
Any action related to this Agreement will be governed by Israeli law. All disputes arising out of or relating to these Terms, shall be resolved exclusively by the Courts of Tel-Aviv, Israel.
These Terms represents the entire understanding relating to your use of the Agraba Service and supersedes any prior or contemporaneous, conflicting or additional communications. Agraba reserves the right to change these Terms or its policies relating to the Agraba Service at any time and from time to time, and such changes will be effective upon being posted herein. You should visit this page from time to time to review the then current Terms because they are binding on you. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular portion of the Agraba Service, which may be posted from time to time. Your continued use of the Agraba Service after any such changes and/or postings shall constitute your consent to such changes. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s) to the fullest extent permissible under any law, with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Agraba and you as a result of these Terms or use of the Agraba Service. You may not assign this your obligations hereunder without the express prior written approval of Agraba. Any purported assignment in violation of this section shall be void. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms, including the interpretation, performance thereof (or the like), the prevailing party shall be awarded reasonable attorneys’ fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any and all rights not expressly granted herein are reserved by Agraba.
