- By accepting these Terms of Service, (“Terms” or “Agreement”) you confirm that you are over the age of 18 years old and that the Service which the Company provides to you is based on your age confirmation undertaking.
- By accepting the Terms, you declare that you have read and understood the content and the meaning of the binding, enforceable, Agreement which you, or any User / Customer on your behalf, have knowingly agreed to enter into a binding contractual engagement with the Company.
By accepting the Terms, you declare that you will make use of the Service only for the Service’s purpose and according to the law.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE
- ProperTime™ is a proprietary web and mobile Platform allowing you to manage projects, communicate with other users and share information with them.
- ProperTime™ is Software as A Service (SAAS) which uses third parties’ platforms in order to provide the Service. Third parties may provide storage and processing solutions.
- ProperTime™ will act lawfully according to Data Protection legislation, including the EU legislation (“GDPR”) with regard to the Service, which applies on Data Processors. The Company is not responsible to determine the legal requirements and the law which apply on User’s activity with the Service. Customer has the sole responsibility for the User’s personal data and the lawfulness of any personal data which is processed or stored by User while using the Service.
- YOU SHOULD NOT USE THE SERVICE IN CONJUNCTION WITH THE PERSONAL DATA IF SUCH USE BREACHES DATA PROTECTION LAWS.
- In order to connect to the Service, you need to register using your business email address and a secured password. Passwords are encrypted and saved in the Application Database. All network communication is secured using SSL technology.
- During the connectivity to the Service, the Platform may collect, store and process text strings, photos, videos, documents, digital formats of plans and other content which User can document while and for the use of the Service.
- Customer is the controller of the personal data stored and processed through the Service and Customer acknowledge that the Company has no control over the data, including personal data, Customer uploads, processes and stores while using the Service.
- By using the Service, User may share photos and other information, including personal data, to other users or contacts that User wishes to communicate with regard to the Service.
- User is the only Controller of the information uploaded on the App and Customer defines the permissions of each User to be able to share information, including personal data, with other Users of the same Customer. Company will have no liability, and will not bear any loss, as a result of personal data breach occurred as a result of User’s failure to protect personal data as required by law.
- You, User, Customer acknowledge and confirm that any information uploaded by Customer’s user may be visible to other Customer’s user, as Customer defines and control. Customer releases the Company from any claim which may arise as a result of Use’s failure to comply with Customer’s policy and the Service settings controlled by Customer.
Free Trial Period
- The Service is provided free for initial trial period of 14 days from registration.
- the following terms shall have the following meanings
User – A single person using the Service.
Organization – One or more Users sharing an account to work on project/projects and share information with other Organization Users.
- Upon Client’s signup for a Free Trial Period Client will be granted access to the Service by creating Client with a one User account and one Organization account managed by User.
- Trial period may be used once per account. When the trial period ends, the account will be locked, while allowing User to start a paid subscription by choosing a Service plan and a payment source.
- The Company may update from time to time the Service plans, their contents, features and fees, subject to the Company’s notice to Customers pre-defined Person of Contact.
- You must provide accurate and complete information for creating the account and you agree not to misrepresent your identity or your account’s information.
- User must not disclose personal passwords to third parties and Customer will take measures to supervise the activity conducted by all Customer’s users is according to the applicable law.
All actions which are taken by User while using the Service are regarded as the Customer’s permitted actions. If Customer becomes aware that an account was compromised or breached, it should contact the Company immediately on email@example.com
User Generated Content
- The App may allow you to upload, post, publish and make available copyrightable materials such as literary works, text, images, photos, videos, strips and any other proprietary materials (the “User Generated Content”). Such User Generated Content shall remain at all times, and to the extent permitted by law, the respective property of its owner.
- Customer and User are the sole responsible for any User Generated Content generated while using the Service. Customer will keep the Company from any harm, which may result from unlawful use of the Service and third party’s infringements of intellectual property rights, or data protection law, or any other applicable law which may be valid to User Generated Content.
- Customer confirms that it is the rightful owner of the User Generated Content and that all licenses, permits, authorizations, consents have been obtained lawfully by Customer prior to its’ Users use of the Service.
- Company may access the User Generated Content and use it for the purpose of providing the Service, and Customer confirms that such use by the Company of the User Generated Content does not infringe, or breach, any third party’s rights.
- User must not post or upload any User Generated Content which is unlawful for User to control, process, send or upload in the country in which User and/or Company are considered residents.
- User must use the Service with regard to User Generated Content according to the Customer’s internal procedure and instructions. The Company reserves its right to remove Such User Generated Content without any prior notice in any case and at its sole discretion.
- When you upload, post, send, publish, use or make available any User Generated Content, you grant the Company an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to use, reproduce, distribute, transmit, make derivative works of, display, copy, make available and perform that User Generated Content, along with your name, details, trade-marks, service-marks and logos, only in connection with the Service and/or Site, whether through the Internet, any mobile device or otherwise, in any media formats and through any media channels available today or will become available in the future.
- Customer’s User Generated Content may also be processed or stored by third parties, which the company may use from time to time as sub-contractors. Customer confirms that it has reviewed and estimated the vulnerabilities of online storage by third-parties sub-contractors while providing their services to the Company.
Customer responsibility to back up on Customers premises all User Generated Content which may contain information which required storing / keeping under applicable law. Company is not liable to any loss of Customer’s User Generated Data which Customer’s did, or did not, back-up.
User Representations and Undertakings
- User undertakes to use the Service according to the law and to the Terms. User may not use the Service if the Service, or the Terms breaches, contradicts, violates any applicable legislation or third party’s rights.
- User understand that the Company provides the Service also by using sub-contractors which the Company has no control over and the Company relies on those sub-contractors contractual undertakings.
User obtained the required consents from third parties to store and process data by using the Service.
- The Company, at its own discretion, may enforce restrictions on any of the following listed actions and manipulations on User’s account:
- Copy, modify, adapt, translate, reverse engineering, reverse-compile, disassemble, publicly display or distribute in any way, the content of the Service, including any information, material or data available on the Service (collectively, the “Content”).
- Make any use of Content on any other website or networked computer environment for any purpose, or replicate or copy Content without Company’s prior written authorization.
- Create a browser environment or other demarcation of the information around ProperTime’s Content (no frames or inline linking).
- Infringe or violate privacy rights or any other rights of another User, or gather personally identifiable information of the Company Users without their explicit consent, including – Using “Robot”, ”Spider”, editing applications, or other manual or automatic device or process to retrieve, index, or data-mine.
- Defame, slander, abuse, stalk, harass, threaten, or otherwise harm the lawful legal rights of others.
- Transfer, implement or create in any other way, in connection with the Service, any computer virus, ”worm”, ”Trojan Horse”, bug, spyware, malware, or any other computer code, file or programs that may damage, or are intended to damage the activity of any hardware, software or telecommunications equipment or component or code.
- Damage the operation of the App(s) or Service or disturb the Apps/(s) or Service. Impairing or interfering with the servers or networks that host the Service or allow the availability, or disobey any requirements, procedures, policies or regulations of these servers or networks providers.
- Sell, license or exploit for any commercial purpose any use or access to the Service (or any Content therein) without the Company’s prior written consent. Assign (e.g. frame) or copy (e.g. mirror) any part of the Service without the Company’s prior written consent.
- Create a database – by systematically downloading and storing all or any part of the Service, Content and User Generated Content.
- Use the Service for any purpose that is unlawful, unethical, immoral or unauthorized.
- Use of the Service and/or the Content for commercial or non-private purposes without the Company’s prior written consent.
Install and/or use the Service on a simulator or an emulator.
Such restrictions may result a pause or a termination of the Service to a Customer or any of the Customer’s Users.
- Prometheus respects your privacy and is committed to protect the personal information Users share, send, post, upload, store and process while using the Service.
- The Company will respond to User within reasonable time, if Company may cure the breach or contradiction for the Customer, or that the Service cannot be provided to User.
User is the sole controller of the data, including personal data, used while using the Service.
Intellectual Property Rights
- The Service, the Content, the design, logos, graphics, images, as well as the selection, assembly and arrangement, Prometheus’s proprietary software, algorithms and all intellectual property rights pertaining thereto, including inventions, patents and patent applications, trademarks, trade names, copyrightable materials, (including the “look and feel” of the Service and part of it), specifications, methods, processes, algorithms, data, technical information materials, technology, interactive features, source code and objects, files, interfaces, interface graphics and trade secrets, whether or not registered or registrable (collectively: “Intellectual Property”) are owned by the Company, or licensed to the Company.
- You may not copy, distribute, display, publicly perform, make available to the public, disassemble, separate, modify, sublicense to, commercial use, sell, rent, lend, process, connect, combine with other software, translate, modify, or create derivative works of any material that is subject to Prometheus’ proprietary rights, including Prometheus’ intellectual property, either by yourself or by someone acting on your behalf, in any way or by any mean.
- All logos and other proprietary identifiers used by Prometheus in connection with the Service are all trademarks and/or trade names of Prometheus, whether or not registered.
- All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Service, belong to their respective owners (“Third Party Marks”).
- No right, license, or interest to Prometheus Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Prometheus Trademarks or the Third Party Marks and therefore you will not use any of those marks, unless the Company approved in writing such use.
- You cannot remove or delete any copyright notices, restrictions and signs indicating proprietary rights of Prometheus and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Service, and User represents and warrants that it will abide all applicable laws in this respect.
User is prohibited from using, diluting or staining any name, mark or logo that is identical or confusingly similar to any of Prometheus marks and logos, whether registered or not.
- You may use the Service only if you are over (18) years old. We reserve the right to require from you at any stage to provide proof of age, and, if applicable, approval of your use of the Service by your legal guardian, so that we can verify that only eligible Users are using the Service.
Third Party Services
- The Service may be linked, supported, stored on certain third-party websites and other third-party services (collectively: “Third Party Services”). Such Third-Party Services are independent from the Service.
- User acknowledges that Prometheus has no control over such Third-Party Services, and further acknowledges and agrees that Prometheus is not responsible for the availability of Third Party Services, and Company is not liable for any goods, services, content, advertisements, products, or any other materials available on and/or through such Third-Party Services.
- User further acknowledges and agrees that Prometheus shall not be liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third-Party Services.
Third Party Components
- The Service may implement, or include third party’s manufactured software, files and components that are subject to open source and third-party license agreements (“Third Party Components”).
- Your right to use such Third-Party Components as part of, or in connection with the Service, is subject to any applicable acknowledgements and license terms accompanying such Third-Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components.
- These Terms do not apply to any Third-Party Components accompanying or contained in the Service and Prometheus disclaims all liability related thereto.
You acknowledge that Prometheus is not the author, owner or licensor of any Third-Party Components, and that Prometheus makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Service or any portion thereof (except for the Third-Party Components contained therein) be deemed to be “open source” or “publicly available” software.
- Since User may download the App(s) from a third party’s platform, service provider or distributor (e.g. App Store or Google Play Store), (“Platform Provider”) your use of the App(S) may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App(s) (“Usage Rules”). In such case, Usage Rules may apply and it is your responsibility to determine what other Usage Rules are applicable to your use of the App.
- You undertake to comply with all the applicable Platform Provider’s Usage Rules. The terms of the Usage Rules may prevail over any other Terms. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App(s).
- Any download and/or use of the App(s) by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App(s) is expressly prohibited.
- You acknowledge and agree that Platform Provider has no responsibility for the App(s) or content thereof, nor does it have any obligation whatsoever to furnish any maintenance and support services with respect to the App(s).
- In the event of any failure of an App downloaded from a Platform Provider to conform to any applicable warranty, you may notify the relevant Platform Provider, and Platform Provider may as the sole remedy of the Platform Provider (if it chooses or obligated by law to do so) refund the purchase price, if any, for the App(s) to you to the maximum extent permitted by applicable law. The Platform Provider may have no other warranty obligation whatsoever with respect to the App(s), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Prometheus as provider of the App(s).
- You acknowledge that Platform Provider may not be responsible for addressing any claims by you or any third party, relating to the App(s) or your possession and/or use of the App(s), including, but not limited to: (i) product liability and intellectual property claims; (ii) any claim that the App(s) fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Prometheus as provider of the App(s).
You acknowledge and agree that if you downloaded the App(s) from a Platform Provider, and its subsidiaries, these are third party beneficiaries of these Terms, and that, upon your acceptance of the Terms, the Platform Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
- The Service availability and functionality depends on various factors, such as communication networks software, hardware, and Prometheus’s service providers and sub-contractors.
Prometheus does not warrant or guarantee that the Service will operate and/or will be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.
Changes to the Service
- The Company reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Service (or any part thereof, including but not limited to the Content) without notice, at any time and at its sole discretion.
- User hereby acknowledges that the content provided under the Service may be changed, extended in terms of content / forms, or removed at any time without any notice to you.
You agree that Prometheus shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or the Content included in the Service.
Disclaimer and Warranties
- THE COMPANY DOES NOT WARRANT OR MAKES ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE, AND OPERATE, OR THE RESULTS OF THE USE OF THE SERVICE BY USER.
- THE SERVICE (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED,
- THE COMPANY AND ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER RELATED COMPANIES (COLLECTIVELY, “PROMETHEUS AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH ANY USER’S USE OF THE SERVICE.
- PROMETHEUS DOES NOT WARRANT THAT THE SERVICE WILL BE, AT ALL TIMES, FULLY OPERATIONAL, SECURED, ACCURATE, COMPLETE, UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS AND PROGRAM LIMITATIONS.
- PROMETHEUS MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER REQUIRED CHANGES TO THE SERVICE AT ANY TIME, DISCONTINUE THE DISPLAY, PROVIDING ANY CONTENT OR FEATURES, WITHOUT ANY NOTICE PRIOR NOTICE.
YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE, INCLUDING USE OF OR RELIANCE ON ANY CONTENT AVAILABLE THROUGH THE SERVICE, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
Limitation of Liability
- IN NO EVENT SHALL PROMETHEUS AND/OR ANY OF THE PROMETHEUS AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICE, USE OR INABILITY TO USE THE SERVICE, FAILURE OF THE SERVICE TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL, DATA OR PROFITS, THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OR BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY SERVICES.
- NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH JURISDICTION.
- SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE.
- YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR PROMETHEUS’S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF PROMETHEUS AND/OR ANY PROMETHEUS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT, SHALL PROMETHEUS’ CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO PROMETHEUS FOR USE OF THE SERVICE IN THE LAST THREE (3) MONTHS.
- IF YOU HAVE NOT MADE ANY PAYMENTS TO PROMETHEUS FOR THE USE OF THE SERVICE, INCLUDING DURING THE TRIAL PERIOD, THEN PROMETHEUS SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.
NOTHING IN THESE TERMS SHALL LIMIT THE COMPANY’S LIABILITY TO USER FOR FRAUDULENT MISREPRESENTATION OR FOR ANY OTHER LIABILITY THAT, BYU LAW, MAY NOT BE LIMITED OR EXCLUDED.
You agree to defend, indemnify and hold harmless Prometheus and any Prometheus Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising directly or indirectly as a result of the use of the Service (or any part thereof) or a breach of these Terms by you, including third parties’ intellectual property rights, privacy rights and applicable legislation.
Amendment to Terms
- Substantial changes of these Terms will be first notified on the Company’s Site. Such substantial changes will take effect seven (7) days after such notice was provided, otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Service after the Last Revised date will constitute acceptance of, and agreement to be bound by those changes.
In the event that the Terms should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice, as may be required by law.
Termination of Service
- At any time, The Company may block your access to the Service temporarily or permanently, for any reason, at the Company’s sole discretion, in addition to any other remedies that may be available to the Company under any applicable law. Such actions by the Company may be taken if Prometheus deems that a Customer, a User or you, have breached these Terms in any manner.
- Prometheus may at any time, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Prometheus does not assume any responsibility with respect to, or in connection with the termination of our Service’s operation and loss of any data.
- These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
- Any claim relating to the Service or the use of the Service will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of this Site and/or the App(s) will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the District of Tel-Aviv, Israel.
- If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
- Notices to you may be made via email or regular mail or upon a message within the Service or a notice on Company’s Site. The Service may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices.
Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Misconduct and Copyright Agent Policy
- If you believe a user or a third party acted inappropriately including, but not limited to, offensive, violent or sexually inappropriate behavior or content, please report immediately such user to the appropriate authorities and to the Company Promptly.
- The Company enforces a zero-tolerance policy to objectionable content or abusive users.
- If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Company a notice with the following information to the Company’s Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the of the Copyright Owner; (ii) a description of the copyrighted work that has been allegedly infringed; (iii) a description of the infringing activity, sufficient to able the Company to locate the material (including URL address or screen capture of such infringing activity); (iv) your contact details (v) a statement that the information in the notification is accurate and, under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.
- The Company’s Copyright Agent can be reached at: firstname.lastname@example.org
- In the event that Prometheus receives a notice regarding copyright infringement, it may cancel any User’s account, take any webpage down, remove any content in its sole discretion, with or without prior notice.
- In such case, a party that sees itself damaged by Prometheus’s actions, may file a proper counter-notice which must include: (i) full name, address, phone number and physical or electronic signature; (ii) identification of the material and its location before removal; (iii) a statement under penalty of perjury that the material was removed by mistake or misidentification; (iv) consent to an appropriate judicial body; and (v) any other information required under the relevant applicable law.
Prometheus reserves the right to notify the person or entity providing the infringement notice of such counter-notice and provide any details included therein.
- Any inquiries or clarifications concerning the Terms, or the Service, can be sent to the Company by email to the following address: email@example.com.
- The Company will make an effort to reply to such notice within a reasonable time-frame.