Last Updated: 02-Jan-2014
Welcome to Ongage services. These Terms of Service (the "Terms") governs your relationship with Ongage Ltd. ("Ongage" or "we"), and set forth the terms and conditions under which Ongage makes available its internet website www.ongageconnect.com (the "Site") and the services available through the Site or otherwise provided by Ongage elsewhere (the “Services”). Ongage reserves the right to update and change these Terms from time to time, without notice or acceptance by you, so please check this page frequently for updates and changes.
By using the Site and/or Services in any manner, including but not limited to submitting an order or browsing the Site, you (the "User" or "you") agree to be bound by these Terms, and any and all other terms, conditions, rules, policies or procedures published on the Site from time to time and related to User's use of the Site and/or Services, each as amended from time to time by Ongage. If you do not agree with any of the terms of contained herein, or do not meet the qualifications included herein for registering for an account or using the Services, do not access or use this Site or the Services. As long as you do not cease using this Site and the Services, you will be conclusively deemed to have accepted these Terms.
1. Eligibility and Registration
- Ongage's Services are strictly business to business. By registering as a business entity, representative personally guarantee that s/he is at least 18 years old, and has the authority to bind the entity to these Terms.
- By registering to the Site or Services and placing an order to acquire Services, you warrant and represent and that any information provided by you at the time of registration is complete, truthful and accurate, and you agree to ensure that such information is kept up to date.
- Upon registering for an account, you will receive an account designation and will be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another User at any time, or to disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account. You may not transfer, assign or sell your Ongage's account and/or User ID to another party.
- Subscriptions to the Ongage’s Services may be made available in free or paid versions and/or in different service levels. Not all of the features and functionality of the Ongage’s Services may be available in each version or service level. The features and functionality of each version or service level may be changed from time to time at Ongage’s discretion.
- If you register to use a paid version of the Ongage’s Services on a free-trial basis and do not cancel the trial before the expiration of the trial period, then, upon the expiration of the trial period, the account will be automatically converted to a paid account and, unless other payment arrangements have been made in advance and confirmed by Ongage, you will be billed for that paid Ongage’s Services.
- Ongage’s may charge fees in accordance to the fees presented to you prior to your registration (see our pricing schedule). All amounts shall be exclusive of any tax, levy or similar governmental charge, and will be expressed and paid in US Dollars. The payment shall be made either by Credit Card or PayPal and shall be charged on a monthly basis, on the 1st day of each calendar month. Please note that we have a strict no refunds policy.
- If your billing information and payment source is invalid, if charges billed to you are declined or not paid or if you fail to pay charges for a paid version of Ongage’s Services when due, your account may be downgraded, suspended or cancelled, at Ongage’s discretion. If a User account is suspended, Ongage may, but is not obligated to, maintain your account and/or related content and information, in order to allow the User to pay the past-due charges and restore its account. If the charges are not paid, such account may be cancelled. Please note, that until paid in full, all past due amounts will bear an additional charge of the lesser of 1 1/2% per month or the maximum amount permitted under applicable law.
- Prices are subject to change without notice and may vary from time to time. Please ask your Ongage account manager contact for further details.
- Ongage may, in its sole discretion, refuse to offer access to or use of the Site and Services to any person or entity, and change its eligibility criteria at any time. This provision is void where prohibited by law and this right is revoked in such jurisdictions.
- Ongage grants the User, commencing on the effective date of the User subscription to Ongage’s Services (the "Effective Date") and continuing thereafter for the term of the subscription (unless terminated earlier pursuant to these Terms), a non-exclusive, non-transferable, worldwide, limited license to make use of the then-current versions of the Ongage’s Services to which such User has subscribed, solely for the User's own use, in connection with its own business, and for the purposes of utilizing Ongage's solution. The Ongage Service is licensed hereby, not sold.
- Any software or code available on or for download through the Site or Services ("Software") is protected by intellectual property rights and is owned by Ongage or any of its affiliates. Ongage grants you a limited, non-exclusive right and license to download, install and execute the Software in accordance with the instructions provided on the Site and solely for your own business purposes in connection with your access to and use of the Services. Except as expressly set forth herein regarding your right to use the Software in accordance with these Terms, you are granted no rights, in or to the Software or any intellectual property rights related thereto, in any way whatsoever, including by implication, estoppel, or otherwise.
- You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Software without the prior written permission of Ongage.
- The Services may include services developed, provided or maintained by third-party service providers ("Third Party Services"). Ongage may change, modify or discontinue any Third Party Service at any time and without notice to you. Please note, that your access to and use of any Third Party Services is also subject to any other agreement separate from these Terms that you may enter into (or may have entered into) relating to those Third Party Services, and the terms of such agreement will control in the event of a conflict with these Terms. Third Party Services may be subject to additional Fees as set forth on the Site.
In connection with your use of the Site and/or the Services, and without limiting any of the other obligations under these Terms or applicable law, User shall not, and shall not permit others to:
- Use the Ongage's Services for any purposes other than those expressly set forth in these Terms;
- Harvest or collect e-mail addresses or other contact information of third parties by any means for the purposes of sending unsolicited e-mails or other unsolicited communications or communications that comprises or includes any "junk mail", "spam" or repetitive messages;
- Upload, post, email, distribute, communicate, transmit or otherwise make available any Content: (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) that infringes any patent, trademark, trade secret, copyright, or other intellectual property right of any party, or (iii) that you does not have the right to make available by reason of any law or contractual or fiduciary relationship;
- Modify the Ongage's Services, or decompile, reverse-engineer, disassemble, or otherwise attempt, directly or indirectly, to obtain or create source code for Ongage 's Services;
- Use, sell, distribute, copy, duplicate, or otherwise reproduce all or any part of Ongage's Services;
- Attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Sites, Services, Technology, or any Software;
- Engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Ongage or the Ongage's Services, and any such representation, warranty or guarantee concerning Ongage made by User shall be considered a material breach of these Terms; and
- Make any agreements, covenants, representations, warranties or guarantees concerning Ongage or the Ongage's Services that are inconsistent with or in addition to those contained in these Terms or otherwise provided in writing by Ongage;
- Allow any access to or use of the Services by anyone other than your authorized users.
4. User Content
- You are solely responsible for any content uploaded, submitted or transmitted by you through the Site or the Service, including, without limitation, all personally identifiable information relating to you or any of your users, customers, service providers, employees, contractors or agents ("Content") and for the consequences of emailing, distributing, posting or publishing it. Ongage does not endorse any Users' Content and expressly disclaims any and all liability in connection with such Content.
- By uploading, communicating or transmitting any Content using the Site or the Services, you further represent and warrant that your Content does not infringe any third party's rights (including copyrights and privacy rights), is not defamatory or unlawful, by and that it complies with these Terms.
- Ongage does not claim ownership rights in your Content and you retain all of your ownership rights in your Content. However, by uploading or transmitting any Content using the Site or the Services, you hereby grants to Ongage an irrevocable, perpetual, non-exclusive, royalty-free and worldwide license to use such Content in any way we may reasonably choose, for the purposes of providing the Services, including without limitation, copy, transmit, excerpt, publish, distribute, publicly display, create derivative works of, host, index, cache, tag and modify, in any form or media now known or hereinafter developed, and you warrants to us that you have the right to grant such license for such purposes.
- User further acknowledges and agrees that Ongage will not and cannot review every User's Content and is not responsible, does not control any User's Content originating from a User, and does not guarantee the accuracy, integrity or quality of such User's Content. Notwithstanding the foregoing, Ongage e may, but is not obligated to, review all User's Content and block, delete, add clarifications, terminate access to, or remove any such User Content that Ongage, in its sole discretion, considers to be non-compliant with any of the requirements of these Terms and/or any law or regulation under applicable jurisdiction.
- Ongage reserves the right to purge Content from its databases at any time and from time to time without notice. You acknowledge and agree that you are solely responsible for backing up any Content uploaded to the Site by your use of the Services.
5. Ongage Content
- Certain content and information provided on and through this Site and Services, including, without limitation, Ongage's logo, trademark, graphics, design, information, text, images, data and other material displayed, available or present on the Site or Services, that were not originated from Users (collectively, the "Ongage Content") are the copyrighted and/or trademarked work of Ongage solely, and may not be used without express written permission from us, other than for attribution.
- Ongage retain all rights, including any intellectual property rights in the Ongage Content. You hereby acknowledge that you have no right, title or interest in or to any Ongage Content, and that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Ongage Content in any manner.
6. Data Protection
- Ongage may access, store, disclose and/or share any information stored or transmitted on or through the Services which Ongage considers necessary or appropriate, including, without limitation, User's Content, user information, IP address and traffic information, volumes, frequencies, recipients, bounce rates, usage history, and any other type of content or data, in order to, among others, comply with applicable laws and lawful governmental requests, to protect Ongage's systems and users, to ensure the integrity and operation of Ongage's business and systems, and to allow Ongage to provide and improve its services. Ongage also reserves the right to report any activity that it suspects violates any law, rule or regulation to appropriate law enforcement officials, regulators or other appropriate third parties.
- Having said that, we do not and will not send emails to any customer's list members. Not for Ongage and not for anyone else. The only way your members can receive your emails, is if you send them those emails.
- Moreover, Ongage has put in place a multitude of preventive measures in order to ensure that your assets are kept intact, and for your use and access only!
7. Terms of Service
- These Terms shall automatically become effective upon User's first use of the Site or the Services or the Effective Date, and continue indefinitely until User's account had been terminated.
- You are entitled to cancel your account and registration at any time, in accordance to the terms of your subscription. After cancellation or termination of your account for any reason, you will no longer have access to the account and all information and content in such account or that you have stored on the Ongage's Services may be, but is not required to be, deleted by Ongage. Moreover, all licenses granted by Ongage, if any, shall immediately terminate.
- Ongage's services are not available to temporarily or indefinitely suspended accounts and Ongage reserves the right, in Ongage's sole discretion, to cancel unconfirmed or inactive accounts. Ongage reserves the right at any time and from time to time to modify, suspend, or discontinue, temporarily or permanently, the Services or any part thereof, or any User's access thereto, and to modify, suspend or delete the Site or any part thereof. You acknowledge and agree that Ongage shall not be liable to you or to any third party, for any modification, suspension or discontinuance of the Services or any modification, suspension or deletion of the Site
- Without limiting any other remedies, Ongage may, without notice, and without refunding any fees, delay or immediately remove Content, issue a warning to a User, temporarily suspend a User, temporarily or indefinitely suspend a User's account privileges, terminate a User's account, prohibit access to the Site and/or Services, warn third parties of a User's actions, and take technical and legal steps to keep a User off the Site and refuse to provide Services to a User if such User has breached these Terms or any other Ongage's policies, or has engaged in improper or fraudulent activity in connection with Ongage, or has preformed any other acts that may cause legal liability or financial loss to Ongage's Users or to Ongage.
- Ongage may recover from a User any losses, damages, costs or expenses incurred by Ongage resulting from or arising out of User's non-compliance with any provision of these Terms.
- In order to improve the quality of our service, Ongage may add a few seed list emails to your account for internal monitoring purposes only.
- Ongage reserves the right to send a minimal number of emails from time to time from client accounts to the Ongage technical team for the purpose of maintenance and service level improvements.
8. Warranty Disclaimer
USER ACKNOWLEDGES AND AGREES THAT THE SITE, THE SERVICES AND ANY OF ITS CONTENT, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," ARE USED ONLY AT YOUR SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. ONGAGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THIS WEB SITE (INCLUDING ITS CONTENT, PRODUCTS, INFORMATION, SOFTWARE, AND LINKS), INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, OR LACK OF VIRUSES. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
9. Limitations on Liability and Remedies
ONGAGE ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH ONGAGE (INCLUDING WITHOUT LIMITATION YOUR USE OF THE SITE and/or services) IS TO DISCONTINUE YOUR USE OF THE services. ONGAGE AND ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE ARISING FROM YOUR USE OF THE SITE OR SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OR REGISTRATION WITH ONGAGE'S SITE OR SERVICES. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ONGAGE HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. ONGAGE LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF ONGAGE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO ONGAGE IN THE 1 MONTH PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $50. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, ONGAGE'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. USER ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, ONGAGE WOULD NOT BE ABLE TO OFFER THE SITE OR THE SERVICES.
YOU AGREE TO INDEMNIFY AND HOLD ONGAGE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, SUBSIDIARIES, AFFILIATES AND AGENTS, HARMLESS FROM AND AGAINST ALL LOSS, DAMAGES, EXPENSES, CLAIMS, DEMANDS AND LIABILITIES INCURRED OR SUFFERED BY ONGAGE ARISING OUT OF (A) ANY REPRESENTATION MADE BY YOU TO THIRD PARTIES CREATING ANY OBLIGATION OR LIABILITY REGARDING ONGAGE’S SERVICES WHICH ONGAGE HAS NOT SPECIFICALLY ASSUMED OR APPROVED UNDER THESE TERMS, (B) YOUR BREACH OF ANY TERM OR CONDITION OF THESE TERMS OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR (C) YOUR FAILURE TO COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, ORDINANCES AND TREATY REQUIREMENTS, RELATING, AMONG OTHERS, TO DATA PROTECTION, PRIVACY RIGHTS, AND COPYRIGHTS.
- Entire Agreement. These Terms comprises the entire agreement between you and Ongage relating to the Site and the Services. We may make changes to the materials and services offered on this Site or services and/or change the terms of these Terms at any time, so please review these pages regularly.
- No Guarantee. Ongage does not guarantee continuous, uninterrupted access to the Site, and operation of the Site and/or Services may be interfered with by numerous factors outside Ongage’s control.
- Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms shall remain in full force and effect.
- Third-Party Sites. The Site and communications sent through the Services may contain links to third-party sites that are not under the control of Ongage, and Ongage is not responsible for any content on any linked sites. If you access a third-party site from the Sites or from a communication sent through the Services, then you do so at your own risk.
- No Agency. You and Ongage are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
- Assignment. Ongage may assign this agreement at any time to the successor in interest in connection with a merger, consolidation or other corporate reorganization.
- Choice of Law. The Site, Services and these Terms and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Israel You agree that all such disputes shall be brought exclusively in the appropriate courts of Tel Aviv, Israel.
- User may give notices to Ongage by email to firstname.lastname@example.org