Terms of Use of Software

1. Agreement

1.1 These terms of use of the “Raviv” computer software (hereinafter – the “Software”), attached by a registration form, constitute an agreement between you, the user (hereinafter: the “User”), and the Raviv Institute: the Institute for Development of Attention and Learning Skills, operated by Barak Ben Shimhon, addressed at 7 Sinai Av. HAIFA, ISRAEL (hereinafter – the “Institute”). The purpose of these Terms of Use is to regulate the relations between you and the Institute on all that is related to the use of the Software (the terms of use and the registration form will be referred to hereinafter together as the “Terms of Use” or the “Agreement”). The Agreement is the only binding agreement between the parties and the Institute is not bound by any other declaration and / or representation and / or other agreement that is not contained in this Agreement, unless made in writing between the parties.

1.2 By clicking the “I confirm” button in the following link: https://staging.ravivmethod.initech.co.il/api/admin/login/?next=/api/admin/create_therapist/ and / or by use of the Software, you, the User, confirm and agree to be bound by the Terms of Use. If you do not confirm and agree to be bound by the said terms, you are not allowed to enter and use the Software.

1.3 The Institute may change or update the provisions of the Agreement from time to time at its sole discretion, in part or in full, provided that a notice of the change or update will be given to the User.

1.4 In the event of contradiction and / or discrepancy and / or ambiguity between any provision of these Terms of Use and any other provision of the registration form on which the User has signed, the provisions of these Terms of Use shall prevail.

1.5 sections headings are for ease of reading only and no meaning shall be attributed to them for the purpose of interpretation of this Agreement.

2. Nature of the engagement

The parties to this Agreement are entering an agreement whereby subject to payment of a usage fee, according to the rate that will be set in the registration form and as it will be updated from time to time, at the sole discretion of the Institute, subject to the statements in these Terms of Use, the Institute provides the patient a limited, nonexclusive and nontransferable license to use the Software during the engagement period, as defined below.

3. User declarations

The User hereby declares and warrants as follows:

3.1 That there is no statutory, contractual, technical or other impediment to entering this Agreement and committing by it, and that engaging in this Agreement does not constitute an infringement of third party’s rights and / or the provisions of any law.

3.2 That he shall pay the provider the software usage fee, in full and on time.

3.3 That he is legally competent and of sufficient age by law to form a binding agreement and that if the User is under the age of 18, he has made sure that his parents have read the Terms of Use and have permitted him to use the Software.

3.4 That he will use the Software in accordance with the provisions of any law, and subject to instructions that will be given to him by the Institute, and that he will not use the Software for the purpose of committing an act or deed that are prohibited by law.

4. The engagement period

4.1 The engagement period pursuant to this Agreement is, from the day of signing the registration form to the date of its conclusion and / or cancellation by any party, as set forth in this Agreement (above and hereinafter: the “Engagement Period”).

4.2 The parties agree that during the Engagement Period, each party to this Agreement may cancel the Agreement between the parties by giving the counterparty prior notice in writing, 30 days in advance, and this without need to explain the reasons for its cancellation.

4.3 The parties agree that should this Agreement is breached by any of the parties, the party against whom the Agreement is being breached may cancel the Agreement by a 30 days’ advance written notice to the breaching party, subject to the upholding party allowing the breaching party to rectify the said breach.

5. The consideration

5.1 In exchange for grant of license to use the Software, as set forth in the Agreement, the Institute will be entitled to receive usage fees from the User at the amount specified in the registration form, as they will be updated from time to time, added with statutory VAT (hereinafter – the “Consideration”). Notwithstanding the foregoing in this section, the Institute may permit the use of the Software at no cost, for a period that will be determined thereby, at its sole discretion.

5.2 Any amount owed by the User to the Institute pursuant to this Agreement which is not paid on time shall bear arrears interest at the maximum rate accepted at that time by Bank Leumi of Israel Ltd. for unapproved credit overruns, from the payment date set in this Agreement to its actual payment plus statutory Value Added Tax.

5.3 The User agrees that his outstanding balance to the Provider will be as prescribed in the Institute’s books, which shall be deemed true and will serve as conclusive evidence for proof of the User’s outstanding balance.

5.4 The User agrees that the Consideration will be paid in advance unless it is set otherwise in writing between the parties.

6. License Restrictions and intellectual property rights

6.1 The User will not make any use and / or any modification of the Software except in accordance with the Institute’s instructions and the provisions of the Agreement. Included in this, the User shall have no right: 1) to copy the Software, including the source code and / or the interfaces and / or the adjustments and / or the documentation and / or updates and / or upgrades which were developed and / or will be developed by the Institute with regards to the Software; 2) to reverse engineer, change, replace components of the Software, otherwise disclose the Software source code; 3) to distribute, copy, rent out, lease out, grant a sublicense, allocate, deliver, sell or transfer in any other way the Software or any rights that were granted to the licensee;

6.2 All rights to the Software, including to updates, upgrades, corrections, adjustments, changes, versions and documentation that were and / or will be developed by the Institute with regards to the Software, including all copyrights, intellectual property rights, usage rights are fully and exclusively owned by the Institute.

6.3 Without derogating from the entirety of the foregoing, the Institute will be allowed to sell and / or transfer its said rights to any third party as it deems fit and at its sole discretion, without any payment to the User whatsoever, and without any need to receive the User’s authorization and / or consent, and the Use has and will have no right of any type and / or kind to the Software, including updates, upgrades, amendments, adjustments, modifications, versions and the documentation of the Software.

7. Technical support and guidance services

7.1 During the Engagement Period, the Institute will be responsible to provide the User with technical support and guidance services as set forth in these general terms.

7.2 The technical support services under this Agreement shall be provided by providing phone and / or email response and care, all as will be determined by the Institute, at its sole discretion.

7.3 The Institute will provide the User with technical support services during the Institute’s working hours, on Sunday to Thursday, which are not holiday eves or Israel’s holidays, from 09:00 to 17:00. The Institute’s contact information is: Telephone: +972(0)4-8337747, Email: info@shitat-raviv.co.il.

7.4 The Software is provided to the User as is. The Institute is not responsible of the fact of the Software’s operation free of disturbance or error. Without derogating from the provisions of the Agreement, the Institute is not responsible of the fact that all faults or errors, if found in the Software, will be repaired; or that the Software is free of viruses or other malicious components.

7.5 Without derogating from the provisions of these Terms of Use, the Institute may, at its sole discretion, make modifications to the Software and the User shall have no claim, inter alia, regarding such modifications.

8. Limitation of liability

8.1 The Institute will not bear any liability and / or responsibility towards the User for any damage whatsoever, whether direct or indirect, and this even if the Institute was aware or could have been aware of the possibility of such damage arising.

8.2 Without derogating from the provisions of this Agreement, the Institute will not bear any liability and / or responsibility for damage that will be caused as a result of abuse of the Software, making modifications to the Software without obtaining the Institute’s approval, unauthorized installation of the Software, use or attempt to use the Software that has not been approved by the Institute, or in the event of changes or adjustments being made in the Software, in any form by any party other than the Institute, without obtaining the Institute’s approval.

8.3 Without derogating from the provisions of this Agreement, in any event in which a full exemption from liability does not apply and / or it has been determined that the Institute is held with any liability whatsoever for any reason whatsoever – in no event, the Institute’s cumulated liability under this Agreement, for all claims and / or damage for any cause, will exceed an amount equal to the total amounts paid by the User to the Institute pursuant to this Agreement. For the avoidance of doubt, it is clarified that this is the sole remedy to which the User is entitled, and it will constitute final and absolute dismissal of any claim and / or demand and/or action by the User against the Institute.

8.4 The User hereby undertakes to indemnify the Institute, its employees and its service providers for any claims and damages awarded against the User by a competent court, or which have been paid under a settlement, with regards to a claim, action or a third party’s proceeding by which the User has made use of the Software not in accordance with the provisions of this Agreement or infringed of abused and / or illegally used any intellectual property, or personal information or any proprietary rights or other rights of any third party.

9. Cancellation of the Agreement

9.1 Without derogating from the provisions of this Agreement, the parties may to bring this Agreement to an immediate termination in any event where any of the parties has been declared bankrupt or a bankruptcy proceeding was taken against it and / or a motion has been filed and / or a proceeding instigated or is being conducted and / or a stay of proceedings order and / or a receivership order and / or liquidation order was issued, and all provided that such events are not cancelled or disposed within 14 days, and / or any of the parties and / or any of its owners and / or any of its officers is indicted for violation of law or other criminal offense.

9.2 Without derogating from the provisions of this Agreement, the Institute may restrict or terminate the use of the Software at any time.

9.3 Sections 6, 7, 8, 9, 10 and 11 of this Agreement will remain in effect despite the expiration or termination of this Agreement.

9.4 Without derogating from the foregoing, if the User does not pay the Institute the usage fee as set forth in this Agreement and / or breaches this Agreement and / or if the Institute believes, in good faith and at its sole discretion, that the User is using the Software in a manner that may cause damage to the Institute or to any third party, the Institute may then, without derogating from the Institute’s rights to cancel this Agreement, to suspend the User’s access and his use of the Software, until the date on which the Institute will determine that the User has paid and / or that the breach and / or the threat of cause of damage to the provider and / or a third party have passed.

10. Protection of privacy

10.1 as part of the registration process for the software, the User will be requested to provide certain personal details and personal information, email address, age, occupation, and if the User is under the age of 18, he will be requested to provide his parents’ information and contact information.

10.2 The information provided by the User will be kept in the Institute’s database.

10.3 By disclosing the information to the Institute as above, the User expresses his consent to the fact that the Institute may contact the User, whether by email or by other means, and to offer the User advertising material about services and / or activities of the Institute and any other information that the Institute and / or its owner believes that users will find interest in by virtue of the use of the Software. The Users have the choice, at any time, to be removed from the database by following the instructions attached to all messages that will be sent.

10.4 The Institute reserves the right to use the information gathered for the purposes of supervision, review, update, improvement, drawing conclusions and for statistical purposes.

10.5 Without derogating from the statements in the Terms of Use, the Institute will not transfer this information to third parties, without prior consent, except according to these Terms of Use and / or provisions of law and / or according to any judicial order.

10.6 The User agrees and confirms that the Institute may transfer and / or and / or make available to and for the use of third parties the data provided by the User to the Institute, and this only for the purpose of the ongoing operation of the Software. For the avoidance of doubt, the User does not have and will not have any claim and / or demand and / or claim against the Institute regarding the Institute’s engagement with such third parties.

10.7 The Institute declares that it acts as required pursuant to the Protection of Privacy Law, 5741-1981 and its regulations, and that it is takes security and control measures as mandated by the provisions of the Protection of Privacy Law, its amendments and regulations.

11. The Governing law and jurisdiction

This Agreement shall be exclusively governed by the provisions of Israeli laws and the competent court in Haifa shall have sole and exclusive jurisdiction to hear any dispute and / or conflict arising between the parties to this Agreement with regards to this agreement and its provisions.

12. Miscellaneous

12.1 The Institute will notify of any material change to the general conditions by sending an email. Such material changes will take effect within seven (7) days of the date of provision of such notice, and the continued use of the Software will constitute consent that the changes are binding the parties.

12.2 The Institute may, at its sole discretion, to change from time to time the rate of usage fee it charges for the Software, due to changes to prices charged by suppliers with whom the Institute engaged for the purposes of this Agreement and / or for any other reason. Notification of the changes of prices shall be sent to the User and will take immediate effect after sending the said notification.

12.3 The User may not deduct or offset any amount, from any amount owed to the provider under this Agreement.

12.4 It is agreed that the provisions of Sections 3, 4, 5, 6, 7, 8, 9, 10 are primary, fundamental sections of this Agreement, the breach of which shall constitute a material breach.

12.5 No delay or refrainment from action in its due time, and no granted extension, will be deemed as waiver by any of the parties to this Agreement of any of their rights, and a party may exercise his rights, all or some at any time he deems fit.

12.6 Notification sent to the parties’ addresses by registered mail, will be considered as having reached the addressee and known to him, within 3 days of its dispatch by registered mail from a post office in Israel, and if delivered by hand – at its time of delivery, and if transmitted by fax or by email – within 24 hours of its time of dispatch.

12.7 The User knows and agrees that the User’s email address listed by the Institute will serve the Institute as an address for delivery of messages and updates regarding this Agreement and for delivery of advertising and / or marketing material from the Institute to the User.