PractiTest – General Terms and Conditions

LAST UPDATED: April 13th, 2009

Welcome to PractiTest.com (including any subdomains of this site or other sites owned by or operated on behalf of H.S. PractiTest Ltd., the “Site”). This Site is owned and operated by H.S. PractiTest Ltd. (“us”, “we” and “our”). The terms and conditions below (the “Agreement”) govern your use of this Site.

Please read these carefully before using this Site, and check them periodically for changes.

EACH AND ANY USE OF THIS SITE OR THE SERVICES AVAILABLE ON OR THROUGH THIS SITE FROM TIME TO TIME (including without limitation any programs, tools, components, upgrades, updates and all related applications and reports) (“Service”) IS SUBJECT TO, AND CONDITIONED UPON, ASSENT TO AND COMPLIANCE WITH THE AGREEMENT. BY USING THE SITE OR THE SERVICE YOU SIGNIFY YOUR CONSENT TO BE BOUND BY THE AGREEMENT AND THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT. THE AGREEMENT IS BETWEEN US AND YOU, AN INDIVIDUAL OR AN INDIVIDUAL ACTING ON BEHALF OF A LEGAL ENTITY THAT WILL BE USING THE SERVICE. If you do not agree to the Agreement you must not use the Site or the Service.

1. The Service

We provide a customizable multi-user online platform for quality assurance testing, development, management and other R&D purposes.

Access and use of the Site, Service and any content made available at the Site or through the Service or that you otherwise obtain in connection with the Site or the Service (“Content”), is permitted only for your personal use or internal company use as intended pursuant to the Site and the Service, and only as long as you are in compliance with all of the provisions of this Agreement. The Service are accessible only to registered members of the Site, and we are under no obligation to accept any person as a registered member of the Site.

The Service is subject to additional terms posted on the Site. If conflicts exist between such terms and this Agreement, the terms of this Agreement shall govern unless such terms expressly state that they prevail over the provisions of this Agreement.

Minimum hardware and software requirements for use of the Site and Service may be posted on the Site from time to time. However, we do not guarantee the access to or performance of the Site or the Service, even if you meet such minimum requirements.Occasionally, you may experience interrupted service, delays or errors in the Site or Service. This may be due to a number of reasons including, maintenance that we perform on the Site as well as reasons beyond our control. We will attempt to provide you with prior notice of any interruptions, delays or errors, but we cannot guarantee that such notice will be provided.

In consideration for your access to and use of the Site, we or third parties may from time to time place commercial content on the Site. We have no control over the accuracy, truthfulness, quality, safety or legal aspects of content provided by third parties, nor do we endorse or are responsible in connection with such content (even if you receive any benefits related to the Site in connection with such third party offers). It is your responsibility to understand and accept the terms and payment obligations of all such content that you pursue.

You acknowledge that we may, in our sole discretion and at any time(s), change or discontinue providing any part of the Service without prior notice, and establish or change limits concerning use of the Service without prior notice, including without limitation (i) the number of users that can access the Service or use the Service at any one time, (ii) the number of projects managed by the Service, and (iii) the number of times (and the maximum duration for which) you may access the Service in a given period of time. You may reject changes by discontinuing use of the Site and Service. Your continued use of the Site or Service will constitute your acceptance of and agreement to such changes.

We may, in our sole and without notice or liability to you or any third party, immediately suspend or terminate your account (if any) and block any and all current or future access to and use of the Site and Service (or any portion thereof) without derogating from any other right or remedy that we may have by law, equity or otherwise. Grounds for such termination may include, but are not limited to, loss, theft or unauthorized use of your personal data, our determination that you violated the letter or spirit of this Agreement or any other agreement we may have entered with you, providing data that is inappropriate or offensive in our discretion, or extended periods of inactivity.

2. Personal Data
Some functions of the Service require you to provide certain personal information, including among others, name, company name, email address and telephone number (“Personal Data”). You agree to:

• Provide true, accurate, current and complete Personal Data as prompted by the Site’s processes.

• Maintain and promptly update the Personal Data to keep it accurate, current and complete.

• Maintain the security and confidentiality of any usernames and passwords, and any other security or access information used by you to access the Site or Service.

• Refrain from impersonating any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s Personal Data.

• Immediately notify us in writing if you become aware of any loss, theft or use by any other person or entity of any of your Personal Data in connection with the Site or the Service or any other breach of security that you become aware of involving or relating to the Site.

We assume that any communications and other activities through use of your Personal Data were sent or authorized by you, and you are fully responsible for all activities that occur under your Personal Data. We will not be liable for your losses caused by any unauthorized use of your Personal Data. We further do not assume any responsibility for any communications sent by you.

Without derogating from the foregoing, we reserve the right to reset any usernames and passwords if there has been any unauthorized access to, or use of, the Service using your Personal Data.

You declare that by providing your Personal Data to us, you hereby consent to, us sending, and you receiving, by means of telephone, facsimile, SMS or e-mail, communications containing content of a commercial nature relating to the Site, Service and related services. You acknowledge that we do not have to obtain your prior consent (whether written or oral) before sending such communications to you, provided that we shall immediately cease to send any such further communications should you notify us in writing that you do not wish to receive such commercial content anymore.

3. User Conduct

In connection with your use of the Site and, Service (including without limitation any information, data, images, feedback, material or ideas that you provide to us or post on or through the Service or the Site (each, a “Submission”)), you agree (i) to abide by all applicable local, state, federal, national and international laws and regulations, and (ii) not, nor allow or facilitate a third party, to violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others or our policies or the operational or security mechanisms of the Service.

Without limiting the foregoing you may:

• Not display, distribute or otherwise use any Content (excluding Content provided entirely by you), except as reasonably required for the intended purposes of the Service and Site related communications.

• Not use the Site, the Service or any of its Content (including without limitation any programming, images, photographs, graphics), to promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate or illegal activities, including without limitation deceptive impersonation, in connection with contests, pyramid schemes, surveys, chain letters, junk e-mail, spamming or any duplicative or unsolicited messages (commercial or otherwise).

• Not interfere with the access, use or enjoyment of this Site or the Service by others (including without limitation causing greater demand on the Service than is deemed by us reasonable); harass or defame others; or promote hatred towards any group of people.

• Not alter, modify, delete, forge, frame, copy, publicly display, publicly perform, rent, sell, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise, any part of the Site, the Service, any Content (including without limitation trademarks, service marks and logos contained in the Site but excluding Content provide entirely by you). However, you may copy Content that is reasonably required for the intended purposes of the Site and the Service.

• Not access or attempt to access any of our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Site or any of the Site’s security and traffic management devices, software or routines.

• Not decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Site or the Service except if and to the extent permitted by applicable law.

• Not use any robot, spider, other automated device or any tool-bar, web-bar, other web-client, device, software, routine or manual process, to access the Site, make Submissions, monitor or scrap information from this Site or the Service, or bypass any of our robot exclusion request (either on headers or anywhere else on the Site), if any.

• Not use any meta tags or any other “hidden text” utilizing any trademarks or intellectual property owned or licensed by us.

• Not create or provide any other means through which the Site may be accessed, for example, through server emulators, whether for profit or not.

4. Your Submissions

We may, in our sole discretion, use any feedback, material or ideas that you provide to us or post on or through the Service or the Site to enhance and better customize the Site and the Service. You further grant us and our successors a perpetual, worldwide, non-exclusive, transferable, non-revocable, sub-licensable, royalty-free license to un-restrictedly use, modify, create derivative works from, distribute and display any feedback you provide to us with respect to the Site or the Service, without compensation, liability or notice to you, in any promotions or redistribution of part or all of the Site or any other sites that were created (as private labels for others or otherwise), are operated or are wholly or partially owned by us, in any media formats and through any media channels including without limitations in future modifications of the Site.

You are entirely responsible for all your Submissions and the consequences of posting or publishing them on the Site.

5. Our Feeds

We may from time to time offer our own RSS (“Really Simple Syndication”) or other feeds or podcasts as a free service to users (the “Feed Service”). Your use of the Feed Service is subject to the following terms and conditions:

• You may not charge a fee or otherwise require a user to purchase a product or service in exchange for receiving the Feed Service.

•Use is limited to platforms in which a functional link is made available allowing immediate display of the full article/post on the Site, as specified in the feed.

•Use is accompanied by proper attribution to us as the source.

By accessing the Feed Service, you agree that you will not use the service in contravention of the above conditions. We reserve the right to discontinue the Feed Service at any time, and the right to require that you immediately cease any specific use of the Feed Service or to prevent you from using the service.

6. Public Communications
When using the Site or the Service, you may be exposed to Submissions from a variety of sources, and we are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such Submissions. You may be exposed to Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect to your use of the Site, the Service or the Content. You expressly assume and agree to bear any and all risks associated with your use of, exposure to or reliance on any such content.

Please respect and interact with other users as you would in any public arena when using the Service. We do not endorse and are not responsible for the accuracy of Submissions on the Service. Do not reveal information that you do not want to make public, such as by including your contact information or email address in a Submission.

7. Privacy Policy

Certain information about you or collected on your behalf is subject to our Privacy Policy. By accessing this Website you consent to the collection and use of information as described in our Privacy Policy, as may be amended by us from time to time.

8. Copyright and Trademarks

All of the Content and all of the copyright, database rights, trademark rights and other intellectual property rights in and to the Content (including without limitation all design, text, graphics, audio, video or image files andsoftware) is protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual content and as a collective work or compilation, pursuant to laws and international conventions. Any rights to the Site, Services and its Content not expressly granted in the Agreement and excluding users’ Submissions, are reserved by us and our licensors. All trademarks, service marks, trade names, and trade dress are proprietary to us or our licensors. No ownership of any Content or trademarks, service marks, trade names, trade dress or other proprietary rights in the Site and related goodwill, is transferred to you. You undertake not to do any act or thing which is inconsistent with or which is likely in any way to prejudice such title.
You may print and download extracts from this Site for your own personal use. You may not modify, alter, republish, redistribute, resend, sell or broadcast any material on this Site to any other party or make such material available on-line or make the same available in hard copy or on any other media without our prior written permission.
If you breach any of these terms your permission to use this Site automatically terminates and you must immediately destroy any downloads or printed extracts from this Site.

9. Links to and from other Websites

We sometimes provide links to other websites (including those of our partners). We may, from time to time, at our sole discretion, add or remove links to other websites. These links are provided solely as a convenience to you, and access to any such websites is at your own risk. You are recommended to review the information provided by third parties (such as, but not limited to, the privacy policy and terms of use of the relevant website) before accessing such websites. We do not endorse or control, and are not responsible for, these websites or their content or availability. Accordingly we do not make any representations about them, or any material found there, or any results that may be obtained from using them. You expressly relieve us from any and all liability arising from your use of any other website.

Whilst we will do our best to help you in any dispute that arises between you and a third party we cannot be responsible for any loss or damage. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk.

Links to this Site
Subject to the terms of this Agreement, you may display a link to the Site as long as your use is not misleading, illegal or defamatory, and your linked website contains no infringing or illegal content. You may not suggest that we endorse or sponsor your site, nor tarnish, blur or dilute the quality of our trademarks or any associated goodwill.

10. Disclaimer
The Site, the Service and any Content are provided on an “as is” and “as available” basis. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THIS SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR, BUG OR VIRUS FREE; NOR DO WE WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS SITE, THE SERVICE OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE.YOUR USE OF THIS SITE AND CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES.

11. No Liability

UNDER NO CIRCUMSTANCES WE SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (I) ARISING OUT OF THE USE OR THE INABILITY TO USE THIS SITE, SERVICE OR CONTENT, (II) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR (III) RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION RECEIVED AS A RESULT OF USING THIS SITE OR SERVICE; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, whether based on contract, tort, negligence, strict liability or otherwise.

Without derogating from any of the foregoing, our total aggregate liability in connection with the Site, Content, Service or the Agreement will be limited to the amount of fees actually paid by you to us during the proceeding one month, if any. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between us and you.

12. Indemnification
YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, ALLEGED CLAIMS, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED), AND INCLUDING REASONABLE ATTORNEY’S FEES RELATED IN ANY WAY TO: (I) YOUR BREACH OF ANY TERM OR CONDITION OF THIS AGREEMENT; (II) YOUR USE OF, RELIANCE ON OR ACCESS TO THIS SITE, THE SERVICE OR THE CONTENT; (III) ANY USE, MISUSE, OR UNAUTHORIZED USE OF THE SITE OR THE SERVICE THROUGH YOUR PERSONAL DATA; AND (III) YOUR SUBMISSIONS. WE WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION. YOU SHALL COOPERATE FULLY IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.

13. Infringement Notices and Takedown
If you believe that any material contained on this Site infringes your copyright, you should notify this Site’s Designated Agent who is:
Name of Designated Agent: Joel Montvelisky
Full Address of Designated Agent: Yossef Zvi 67, Ramat Gan, Israel

Email Address of Designated Agent:legal@practitest.com
Your notice to the Designated Agent should be in English and contain the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed; © a description of the exact name of the infringing work and the location of the infringing work on the Site; (d) information sufficient to permit us to contact you, such as your physical address, telephone number and e-mail address; (e) a statement by you that you have a good faith belief that the use of the material identified in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by you that the information in the notification is accurate and, under penalty of perjury that you are authorized to act on the copyright owner’s behalf.
The Designated Agent will only respond to any claims involving alleged copyright infringement. Notwithstanding this section, we reserve the right at any time and in our sole discretion, to remove content which in our sole judgment appears to infringe the intellectual property rights of another person.

14. Changes to this Agreement

We may revise the Agreement at anytime by updating this posting and posting notice on the Site. Your continued use of the Site shall constitute your consent to any changes made. If you do not agree to the new or different terms, you should not use the Site.

15. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with Israeli law without regard to its conflict of law principles. Disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the applicable courts located in Tel Aviv-Jafa.

16. Limitation of Claims
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

17. Miscellaneous

If any part of the Agreement is found to be invalid, unlawful or unenforceable, the offending part shall be amended or extracted from the remaining terms all of which shall remain in full force as permitted by law.

The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.
This Agreement and our rules and policies in this Site comprise the entire agreement between you and us, states our and our suppliers’ entire liability and your exclusive remedy with respect to the Site and the Service, and supersede all prior agreements pertaining to this Agreement’s and such rules’ and policies’ subject matter.
Any failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance. No waiver of any term of the Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement shall not constitute a waiver of such term. No provision of the Agreement shall be construed against the owners of this site but rather shall be construed in a neutral and fair manner as terms entered into by a fully-informed party on a voluntary basis. The terms of the Agreement, which by their nature should survive the termination of the Agreement, shall survive such termination.