PLEASE READ THESE TERMS OF USER AGREEMENT (“AGREEMENT”, “TERMS AND CONDITIONS” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE WEBSITE. These terms and conditions exclusively govern your access to and use of the Software. You acknowledge and agree that, by accessing, purchasing or using the services, you are indicating that you have read, understand and agree to be bound by the agreement.
CUSTOMER MEANS; “Any user, client, merchant or any person that uses, or engages our services”.
USER MEANS: “any person who uses this website”
WE MEAN; “Inova Diamonds LTD, a company registered in Israel, VAT: 515821023, service provider, Us, as the context appears on this website.”
ORDER FORM MEANS; “An order documents or a digital subscription page”
1. Preliminary Matters
We (hereinafter referred to as ” Inova ” or “Company” “We” “Us” “https://inova.diamonds/” ) provide solutions to the diamond and retail market and related software like Diamond search and Ring Designer (hereinafter referred to as “Software”) or in connection with our website, accessible at https://inova.diamonds/ (the “site”, “website”).
2. Subscription and services.
Inova developed, and will continue to develop and update when needed its software as it is described on the website, “Diamond Search: https://inova.diamonds/diamond-search/ “; “Ring Designer https://inova.diamonds/ring-designer/” Augmented Reality try-on services https://inova.diamonds/ar-button/, https://inova.diamonds/ar-marketing/, https://inova.diamonds/ar-stand/ and additional services listed on the website. (a) Inova grants the customer a non-exclusive and, unless otherwise specified herein or in the applicable Order Form, non-transferable right of access to and use of the Software, for the time period and on conditions indicated herein and in the respective Order Form, and for one single domain name. (b) Unless otherwise stated in the Order Form, the deployment of the Software is in a standard agreed format – “as it is”. If the Customer requests to provide any custom assistance, modification, additional development, design or technical changes, system integration, or other services with regards to the Software, the terms for such services shall be negotiated separately. (c) Inova reserves the right to upgrade, modify, make technical and design changes to the Software at any time, provided that Customer will be provided at least seven (7) days’ advance notice for changes that may significantly affect the use of the Software.
3. Accounts and Registration.
To access most features of the Service, you may need to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your e-mail address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. Inova will charge the payment method you specify at the time of purchase. You authorize Inova to charge all sums as described in these Terms to that payment method. If you pay any fees with a credit card, Inova may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. The Service may include functionality for activating, updating or canceling recurring payments for periodic charges. If you activate or update recurring payments through the Service, you authorize Inova to periodically charge, on a going-forward basis, and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. Inova may also change the terms of the support, service level agreements for the Software, fees, payments timeline, subject to at least seven (7) days’ advance notice. The notice may be given via an e-mail sent to the Customer’s account, a notification on the website, or if included in any amendment, extension, or a new version of this agreement. In consideration for the Software, Customer should pay on time that certain subscription fee in the correct amount and subject to the payment schedule that shall be set forth in the Order form (the “Subscription Fee”) according to the plan Customer chooses.
4. Limited License Inova
By posting or publishing User Content, you grant Inova a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. You also grant Inova the right to post your User Content on third third-parties and syndicate your User Content in accordance with the settings you choose in the Service.
5. Payments and fees
(a) The customer shall pay the Subscription Fee as indicated on the Order Form according to the chosen plan. Notwithstanding anything to the contrary, fees and payments shall be non-refundable. (b) In the event payment is seven (7) or more business days overdue, Inova reserves the right to suspend the Software until the overdue amounts are paid in full. (c) In the event payment is one (1) month or more overdue, Inova reserves the right to terminate the account and all the information will be deleted. (d) Any payment not received by the date due shall bear interest from the date past due at the rate of one percent (3%) per month (prorated for partial periods) or the maximum rate permitted by applicable law, whichever is more. (e) The Subscription Fee as stated in Order Form are net amounts and shall be fully paid without any tax deductions (in particular, any local withholding taxes on payments). Customer agrees to sole responsibility for the payment of any fees, additional charges, taxes, or assessments imposed on Customer or Inova to be paid to any foreign or domestic national, state, or local government, or subdivisions thereof, and any penalties or interest. (f) If the payment due to Inova is collected at law or through an attorney, all the costs for collections shall be paid by the Customer, including, without limitation, all court costs, and reasonable attorney’s fees.
6. Warranties and limitation
(a) Inova undertakes to provide its service in a diligent, professional, and workmanlike manner in good faith. (b) Inova does not warrant that the operation of the Software will be uninterrupted or error-free or that it shall meet Customer’s needs. (c) Inova does not warrant that the Software will work and look correct on the Customer’s website. Inova does not responsible for any error, incorrect work, the incorrect visual look of the Software that may be caused due to influence of 3rd party/ external website code, CSS conflicts, incompatibility of the external website with responsive design and mobile devices, and any other influence that may be caused by 3rd party code during the integration. (d) Inova does not warrant all the part that related to a 3rd party data and content, such as diamond stocks, setting stocks and any other content that came from the customer or a 3rd party. Inova doesn’t check the data, does not, and can not guarantee the accuracy of data.
7. Limitation of liability
(a) Inova shall not be liable to the customer, whether based on contract, tort, strict liability, or otherwise, for special, incidental or consequential losses or damages, including without limitation loss of profits or revenue, loss by reason of plant shutdown, non-operation or increased expense of operation, service interruptions, cost of purchased or replaced power, claims of customers, cost of money, lost profits, loss of business opportunity, loss of bonding capacity, loss of use of capital or revenue, or loss or damage arising out of or related to occupational disease or non-compliance with environmental law.
8. Termination
(a) This Agreement is entered into for the period of one (1) or twelve (12) month according to Customer’s choice in the Order Form unless otherwise stated in Order Form, under which the Service for the Software will be provided beginning from the purchase date. (b) This Agreement shall automatically renew for a successive period of the same length unless as the chosen period until Customer gives Inova notice of non-renewal prior to the next scheduled renewal date, or cancel the automatic renewal manually via the online Paying Provider and according to its guidance. (c) Inova, at its option, may suspend or terminate the subscription and the service, if Customer commits a material breach of this Agreement and fails to cure the breach as quickly as Inova reasonably requires. (d) Upon termination of this Agreement, regardless of the reason, Customer shall immediately cease use of the Software, remove the software from Customer’s website and/or any place where it was embedded. (e) After the Termination, regardless of the reason, access to the Software, subscription, and Customer’s account will be disabled.
9. Intellectual property rights
Inova and/or its licensors are the sole owners of the code, designs backend, HTML, CSS images, sound, music, marks, logos, and other content related to the Software. The Inova property is protected by Israeli and international copyright and other intellectual property laws. Once the content (diamond stock, ring settings) comes from an external 3rd party supplier, all the rights to that content belong to the supplier, Inova does not hold the rights to the content, as well as does not responsible for its accuracy.
10. Third-Party service and content
(a) Our Software may include content that comes from a Third Party, such as Diamond Stock, Ring Settings, Product Description, Catalogue, and other items that the Customer choose to get from a Third Party. Inova does not responsible or liable for the availability, accuracy, functionality of the Third-Party Resources, adherence to third-party policies, or legality thereof. You agree that Inova has no control over Third Party Resource, you agree to use the data from Third Party Resources at your own risk, and according to Third-Party Resources policy and term of use.
11. SLA – Service Level Agreement
(a) Inova shall do reasonable effort to provide a 99.00% “uptime” to its Software, excluding force majeure situations, planned maintenance, and emergency maintenance, events that are beyond Inova reasonable control, third-party intervention, and interference. “Uptime” means a total amount of minutes of availability of the Software to the total monthly amount of minutes of downtime (unavailability of the Software). (b) If the uptime falls below 95%, Inova will reduce the payment amount for the next month by 15%. If the uptime falls below 90%, Inova will reduce the payment amount for the next month for 25%. If the uptime falls below 80%, Inova will provide a free of charge 14 days for the Software.
12. Free Trial
From time to time Inova may offer a trial version for its Software free of charge until the earlier of (I) the trial period for which you registered will come to an end, or (II) the start date of any subscriptions to the Software ordered, or (II) termination by Inova. Any additional conditions that appear on the trial registration form or page are incorporated into this Agreement. IMPORTANT! Any data will be permanently terminated if you don’t purchase the subscription before the end of the trial period, and the Software will be inactive.
13. Miscellaneous
13.1. You agree not to use the service for any illegal purpose or in violation of any local, state, national, or international law; Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right; • Post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; Interfere with security-related features of the Service, including by (A) disabling or circumventing features that prevent or limit use or copying of any content; or (B) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law. You agree not to interfere with the operation of the Service or any user’s enjoyment of the Service, including by (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) attempting to collect personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server; Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth. (D) The customer agrees to use the Software according to the Agreement, and the Order Form. To comply with all applicable laws and regulations under this Agreement. (1) The customer agrees to use reasonable efforts in order to prevent unauthorized access to the Software and notify Inova of any such unauthorized access or use. (2) The customer agrees to purchase the Software subscription on its own behalf and for its own business purposes. Customer agrees that will not sublicense, license, sell, rent, loan, give or otherwise distribute all or any part of the Software to any third party. (3) The customer agrees not to reverse engineer, disassemble, or alter the Software or any copy thereof, in whole or in part. (4) Customer understands that any use of the software in any breach of this Agreement may cause in Inova suspending the Software. When Inova suspends the services, a customer will be immediately notified, and given an opportunity to remedy such violation. If the breach has not been remedied within 14 business days, Inova has the right to terminate this Agreement. (5) The customer agrees to take responsibility to the information he may upload using the Inova upload system.
14 Force Majeure
In no event shall each of the parties be responsible or liable for any failure or delay in the performance of its obligations hereunder (other than an obligation for the payment of money) arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.
15. Indemnity
You agree that you will be responsible for your use of the Service, and you agree to defend and indemnify Inova and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “ Inova Entities“) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
16. General
These Terms, together with any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Inova regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. The use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision.
17. Dispute
Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to (a) bring an individual action in small claims court; (b) pursue enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Last updated: Tuesday, 15 October 2019
