2.1 Subject to Your acceptance of these Terms and Conditions and compliance with all terms herein, Company may provide You with the Services.
2.2 Through the Platform You may, depending on the type and model of Your Robot, and subject to the provisions of these Terms and Conditions, as such shall be in effect from time to time, be able to perform one or more of the following actions: (i) activate the swimming pool mapping for the first time to obtain Your swimming pool map and its 3D model (the “Map”); (ii) connect to, operate, remote activate and program Your Robot settings and operation times (including cycle time, led setting, laser setting and manual drive etc.); (iii) follow-up and monitor the Robot activity through the App; (iv) receive updates to Your smartphone (Alerts & Push notifications) on Your Robot’s operations and possible faults; (v) control and quantify the Robot's features; (vi) receive help and support information regarding the Robot's features; (vii) receive information regarding local dealers and request a technician visit; (viii) receive data, information and/or materials regarding the Company’s products; (ix) receive data, information and contents aggregated from various websites, blogs and/or third parties' ratings and/or reviews regarding the Company’s products, including content provided by Yourself (e.g. reviews, feedbacks, suggestions, inputs and insights, collectively: “Submissions”) (x) have access to a catalogue (including prices and terms of payment) of available products, Spare Parts, special features of the App, extended warranties and other accessories for Company's products, which may be purchased by You through the Platform (and subject to the terms and provisions of any other valid agreement between You and the Company, including but not limited a Distributor Agreement, among others); (xi) receive notifications, Materials and/or relevant maintenance information regarding Company’s products; (xii) submit warranty claim forms to the Company (each, a “Form”), purchase extended warranty for your Robot; and (xiii) follow-up on status of each Form submitted through the Platform
2.3 The Services do not replace off-line services and/or products.
2.4 Software updates: From time to time, the Company may implement patches, bug fixes, updates and other modifications to improve the performance of the Services or the Company’s products' software or to enable new features to the same (“Updates”). By Your acceptance of these Terms and Conditions, You hereby consent that the Company will install these Updates automatically, whenever feasible, and that You promptly install by Yourself any Updates the Company requests You to do so. The Company reserves the right to suspend and/or terminate Your Account where required Updates will not be installed by You, as aforementioned.
2.5 Safety issues: The Company reserves the right to circumvent, disable or otherwise disconnect any feature, the Services and/or any product where required in order to either (a) facilitate compliance with any law regulation or any requirement of any governmental authority, including, for example, compliance with a court order or subpoena, or (b) protect the safety or security of any person or property, including without limitation the Company’s property.
2.6 System Requirements: You will not be able to access the Services without: (a) a working Wi-Fi network that is positioned to communicate reliably with the Company’s products; (b) Your Account; (c) mobile devices such as a supported phone or tablet; and (d) other system elements that may be specified by the Company. It is Your responsibility to ensure You have all the required system elements and that they are compatible and properly configured. You acknowledge that the Services may not work as described when the technical requirements and compatibility terms have not been met.
3.1 You may, at your sole discretion make a Submission. By submitting any Submission, You grant the Company and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised, for any purpose; and (b) use the name that You provide in connection with such Submission. You acknowledge that Company may choose to provide attribution of your comments or reviews at its discretion. You further grant Company the right to pursue at law any person or entity that violates Your or Company's rights in the Submissions. You acknowledge and agree that Submissions are non-confidential and are not Your property.
3.2 The Platform may contain discussion forums, bulletin boards, review services or other forums in which You or third parties may post reviews of Company’s products related experiences or other Content, messages, materials or other items on the Platform and/or in which You may contact the Company and/or third party local dealers ("Interactive Areas"). If Company provides such Interactive Areas, You may use such Interactive Areas at your own discretion and at your sole risk. By using any Interactive Areas, You expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Platform any of the following:
3.3 Company takes no responsibility and assumes no liability for any Submission posted, stored or uploaded by You or by any third party, or for any loss or damage thereto, nor is Company liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, Company is not liable for any statements, representations or Content provided by its users in any public forum, personal home page or other Interactive Area. Although Company has no obligation to screen, edit or monitor any of the Content posted to or distributed through any Interactive Area, Company reserves the right, and has absolute discretion, to remove, screen, translate or edit without notice any Content posted or stored on the Platform at any time and for any reason, or to have such actions performed by third parties on its behalf, and You are solely responsible for creating backup copies of and replacing any Content You post or store on the Platform at Your sole cost and expense.
3.4 If it is determined that You retain moral rights (including rights of attribution or integrity) to Your Submissions, you hereby declare that (a) You do not require that any personally identifying information be used in connection with the Submission, or any derivative works of or upgrades or updates thereto; (b) You have no objection to the publication, use, modification, deletion and exploitation of the Submission by Company or its licensees, successors and assigns; (c) You forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Submissions; and (d) You forever release Company, and its licensees, successors and assigns, from any claims that you could otherwise assert against Company by virtue of any such moral rights.
3.5 Any use of the Interactive Areas or other portions of the Platform in violation of the foregoing violates the terms of these Terms and Conditions and may result in, among other things, termination or suspension of Your rights to use the Interactive Areas and/or the Platform.
4.1 In order to access any of the Services, You shall open Your Account, which shall be subject to the provisions of this Section 4, and You shall have a BLE connection to the Robot and a connection to a Wi-Fi network in order to enable remote control of the Robot. To open Your Account, You must accept these Terms and Conditions, register by using Your e-mail address and creating a unique password for Your Account, and submit the details of Your Robot's warranty card as provided with the Robot and to name the Robot.
4.2 You shall maintain Your Account and shall be exclusively responsible for safeguarding and maintaining the confidentiality of your username and its associated password. You shall not assume the identity of any person or entity, or misrepresent your affiliation with any person or entity, including without limitation by using another person’s username, password or other account information.
4.3 If You become a registered user of the Platform, You agree (i) that the information You provide to Company in connection with Your registration will be current, complete and accurate, (ii) not to choose a username that violates any law or the intellectual property rights of others, or is offensive; (without derogation from the above) Company reserves the right to reject the use of any user name for any reason or no reason, (iii) not to transfer, sell, convey or assign the right to use the Platform to any third party without the prior written consent of Company and (iv) not to permit any third party to use Your username and password to access the Platform. You further agree that You are responsible for the conduct of any party that uses Your Account, whether or not authorized by you, and for any breach of the security of the Platform related to the use of Your user name and/or password.
4.4 You shall immediately notify Company of any unauthorized use of Your Account, or any other breach of security involving or in connection with the Services that you become aware of. You shall be responsible for keeping Your Account's information current, complete and accurate, and You agree that Company will have no responsibility or liability, directly or indirectly, for any failure to deliver any notice as a result of inaccurate information provided in Your Account.
4.5 Your Account shall be subject to the terms and conditions of these Terms and Conditions, and/or the most current version of Your Account's terms of services as posted in Your Account and/or in the Platform, if any, and the most current version shall supersede all earlier versions. You acknowledge that Company reserves the right to suspend or terminate Your Account for any reason at its sole discretion, including without limitation in case Company determines at its sole discretion that You have violated the terms and conditions of these Terms and Conditions, without notifying You and without any liability.
5. Intellectual Property Rights.
5.1 Except as may be otherwise noted, all the Materials and the Content available on or from the Platform (collectively, "Company Content") are the copyrighted works of Company and its licensors, and Company and its licensors expressly retain all right, title and interest in and to the Platform and the Company Content, including and without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms and Conditions, any use of the Company Content may violate copyright and/or other applicable laws.
5.2 Subject to Your compliance with all of Your undertakings and obligations hereunder, Company shall grant You, and You hereby accept a limited, revocable, non-transferable, non-exclusive right to use the Platform and the associated Company Content, under the following terms, for your use only (the "License").
5.3 Your right to use the Platform and its Contents is limited by the terms set forth in these Terms and Conditions and You shall not obtain any intellectual property rights and/or any other rights to the Company Content and/or the Platform or in relation therewith, other than any rights expressly set forth in these Terms and Conditions. The Platform and the Company Content are protected by applicable intellectual property laws, including international treaties. Except for the License granted to You, Company retain all right, title, and interest in and to the Platform and to the Company Content, including all related intellectual property rights. All use of the Platform and/or the Company Content shall inure to the benefit of Company. You hereby irrevocably agree to and assign to Company in perpetuity all worldwide right, title and interest, if any, that are owned or obtained by you in any of the Platform and/or the Company Content.
5.4 You shall not, and shall not permit any third party, to (i) decompile, disassemble, reverse engineer or attempt to find the underlying code of any of the Services, or any part thereof; (ii) modify, enhance, circumvent, impair, disable, destroy, insert any code or product in, or in any other way manipulate or interfere with, disrupt or inhibit any other person or entity from using, or create derivative works of any of the Services, or any part thereof; (iii) circumvent, disable or bypass any security measures or restrictions put into place to prevent certain uses of any of the Services, or any part thereof; (iv) copy, adapt, host, rent, lease, sub-license, sell, distribute, transmit or commercially exploit, or remove any proprietary rights notices (including without limitation with regard to any of the intellectual property rights in connection with the Platform and/or the Company Content); (v) access or attempt the access the Services by any means other than the means Company expressly allows; (vi) use the Services or any Proprietary Information to create any product or service, including without limitation any software, that is or may be similar to the Services; (vii) modify, adapt or hack any web site or service,, so as to falsely imply that such web site or service is associated with the Platform, the Services or Company; (viii) misrepresent your affiliation with any person or entity; (ix) violate any intellectual property of any third party; or (xii) behave in a manner that may be in violation of Company's policies or violate any applicable law in Your use of the Platform or of any of the Services.
5.5 Open Source Software. The Platform contains certain Open Source Software (“OSS”). Without derogating from the provisions of Sections 7 & 8 below, it is hereby explicitly agreed and accepted that:
THE OSS IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR OTHER LIABILITY, (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION) WHETHER IN AN ACTION OF CONTRACT, TORT,STRICT LIABILITY OR OTHERWISE ARISING FROM, OUT OF OR IN CONNECTION WITH THE OSS OR THE USE OR OTHER DEALINGS IN THE OSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
6. Representations, Warranties and Covenants
6.1 Company represents, warrants, and covenants to You the following:
6.2 In addition to other representations provided herein, You further represent, warrant, and covenant to Company the following:
SUBJECT TO APPLICABLE LAW, YOUR ACCESS TO THE PLATFORM AND/OR THE USE OF ANY OF THE SERVICES, OR ANY PART THEREOF, IS AT YOUR SOLE RISK. THE INFORMATION ON, OR THAT MAY BE OBTAINED THROUGH OR OTHERWISE RELATED IN ANY WAY TO, THE PLATFORM, YOUR ACCOUNT OR ANY OF THE SERVICES IS PROVIDED "AS IS" AND “AS AVAILABLE”, OBTAINED BY YOU AT YOUR SOLE DISCRETION AND RISK, AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO ANY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONVENANTS NOT EXPRESSLY STATED IN SECTION 6.1 ABOVE, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, QUALITY, SECURITY, COMPATIBILITY AND NON-INFRINGEMENT). COMPANY DOES NOT WARRANT THAT ANY FUNCTIONS OR CONTENT IN AND/OR IN CONNECTION WITH THE SERVICES, YOUR ACCOUNT AND/OR THE PLATFORM, OR ANY PART THEREOF, WILL BE UNINTERRUPTED, WITHOUT ERROR, OR THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES, YOUR ACCOUNT, THE PLATFORM, AND/OR THE SERVERS USED BY COMPANY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO RECOMMENDATION, ADVICE, DATA OR INFORMATION OBTAINED BY YOU THROUGH OR FROM THE PLATFORM, OR YOUR ACCOUNT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH ANY INFORMATION PROVIDED IN CONNECTION WITH A FORM). SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT MAY VARY DEPENDING ON YOUR JURISDICTION.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1 SUBJECT TO APPLICABLE LAW AND EXCEPT TO THE EXTENT THAT LIABILITY ARISES FROM COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISSCONDUCT, COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITION ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES), ARISING OUT OF AND/OR IN CONNECTION WITH (i) THESE TERMS AND CONDITIONS (INCLUDING WITHOUT LIMITATION ARISING OUT OF AND/OR IN CONNECTION WITH THE PLATFORM AND THE COMPANY CONTENT, AND/OR ANY OTHER USE OF ANY OF THE SERVICES, OR ANY PART THEREOF); ALL EVEN IF COMPANY HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF ANY OF THESE DAMAGES AND WHETHER INCURRED BY YOU AND/OR ANY THIRD PARTY, AND REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY CLAIM, ACTION OR PROCEEDING IS BASED IN CONTRACT, TORT, A WARRANTY OR OTHERWISE.
8.2 SUBJECT TO APPLICABLE LAW AND EXCEPT TO THE EXTENT THAT LIABILITY ARISES FROM COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISSCONDUCT, TO THE EXTENT PERMITTED BY ANY APPLICABLE LAW, COMPANY'S TOTAL LIABILITY OF ANY AND ALL KINDS ARISING OUT OF AND/OR IN CONNECTION WITH THESE TERMS AND CONDITIONS (INCLUDING WITHOUT LIMITATION ARISING OUT OF AND/OR IN CONNECTION WITH THE PLATFORM AND THE COMPANY CONTENT, AND/OR ANY OTHER USE OF ANY OF THE SERVICES, OR ANY PART THEREOF); REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY CLAIM, ACTION OR PROCEEDING IS BASED IN CONTRACT, TORT, A WARRANTY OR OTHERWISE, SHALL UNDER NO CIRCUMSTANCES EXCEED THE SUM OF ONE US DOLLAR.
8.3 SUBJECT TO APPLICABLE LAW, YOU WILL DEFEND, INDEMNIFY AND HOLD COMPANY HARMLESS FROM ANY COSTS AND/OR EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES) AND/OR DAMAGES THAT MAY ARISE OUT OF AND/OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF YOUR ACCOUNT, YOUR SUBMISSIONS AND/OR YOUR VIOLATION OF ANY OF THE PROVISIONS OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY.
9.1 Company expressly reserves the right to modify these Terms and Conditions at any time in its sole discretion, without notice to You. Any continued use of the Platform and/or the Services after the posting of such modified Terms and Conditions shall be deemed to indicate Your irrevocable agreement to such modified Terms and Conditions. You are therefore advised to regularly read these Terms and Conditions for possible changes.
9.2 Company reserves the right to modify or discontinue the Platform, the Services, or any part thereof, at any time and for any reason or for no reason. You agree that in case You are dissatisfied with any aspect of the Services and/or with any Company's performance, at any time, Your sole remedy is to cease using the Services.
9.3 This Section 9, and Sections 3, 4, 6, 7, 8 shall survive the termination or expiration of these Terms and Conditions for any reason whatsoever.
10.1 Independent Relationship. The relationship between the parties hereto is that of independent contractors. Nothing in these Terms and Conditions shall be deemed to: (i) create any other relationship between the parties hereto (including without limitation any employer/employee, principal/agent, partnership or joint venture relationship), and the potential business relationship or otherwise that may be built between You and Your customers shall be solely between You and Your customers, and Company will not be a party to such relationship; (ii) create any relationship between Company and/or the Services, and any third party and/or any third party web sites, applications, products or services; (iii) grant either party hereto the authority to represent, or make any representation or incur in any obligation in the name or on behalf of, the other party without such party's prior express written consent (including without limitation the authority to enter into any contract in the name or on behalf of the other party); or (iv) constitute an appointment of either party hereto as the agent for the other party.
10.2 AssignmentNeither party may assign any of its rights under this Agreement without the prior written consent of the other party, except that Company may assign these Terms and Conditions in connection with a change of control transaction, provided that a prompt written notice of such assignment has been provided to the other party and that the acquirer has agreed in writing to comply with and be bound by all of the acquirer’s obligations hereunder. Any purported assignment of rights in violation of this Section is void.
10.3 Force Majeure."Force Majeure Event" shall mean any act or event that (a) prevents a party hereto (the "Non-performing Party") from performing its obligations or satisfying a condition to the other party's (the "Performing Party") obligations under these Terms and Conditions; (b) is beyond the reasonable prevision or control of, and not the fault of the Non-performing Party; and (c) the Non-performing Party has not, through commercially reasonable efforts, been able to avoid or overcome. Force Majeure Event does not include economic hardship, changes in market conditions or insufficiency of funds. If a Force Majeure Event occurs, the Non-performing Party is excused from the performance of its obligations thereby prevented and from satisfying any conditions precedent to the other party's performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Non-performing Party is able to resume its performance of its obligations or satisfy the conditions precedent to the other party's obligations under this Agreement, the Non-performing Party shall immediately resume such performance or satisfaction. The relief offered by this Section 10.3 is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.
10.4 Waivers.Company's failure, delay or forbearance to enforce any term or condition of these Terms and Conditions shall not be deemed in any way to limit and/or constitute a waiver of any of Company's rights under and/or in connection with this Agreement. Any waiver of any term or condition of these Terms and Conditions by Company shall be made in writing; and no such waiver shall be deemed a further or continuing waiver of such term or condition, or any other term or condition of these Terms and Conditions.
10.5 Severability.. The illegality, invalidity or unenforceability of any term or condition of these Terms and Conditions shall not affect the legality, validity or enforceability of any other term or condition of these Terms and Conditions, and any illegal, invalid or unenforceable term or condition shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention expressed in these Terms and Conditions.
10.6 Governing Law.Jurisdiction and Venue. The laws of the State of Israel (without giving effect to its conflict of laws principles) govern all matters arising out of and/or in connection with these Terms and Conditions and the transactions it contemplates, including without limitation its interpretation, construction, performance and enforcement. The parties hereto expressly agree that neither the Uniform Computer Information Transactions Act, or any state's version thereof, nor the United Nations Convention on Contracts for the International Sale of Goods apply to these Terms and Conditions. Any claims, actions or proceedings arising out of or in connection with these Terms and Conditions must be brought exclusively in the courts of competent jurisdiction sitting in Tel Aviv-Jaffa, Israel, and each party hereto submits solely to the jurisdiction of such courts for the purposes of all legal claims, actions and proceedings arising out of or in connection with these Terms and Conditions. Each party hereto waives, to the fullest extent permitted by applicable law, any objection that it may now or later have (i) to the venue of any legal claim, action or proceeding arising out of or in connection with these Terms and Conditions brought in any court of competent jurisdiction sitting in Tel Aviv-Jaffa, Israel; and (ii) in connection with the fact that any claim, action or proceeding brought in any such court has been brought in an inconvenient forum.
10.7 Notices.. Any notices that may be provided pursuant or required by these Terms and Conditions at the address or e-mail listed in Your Account, as applicable, and/or through Your Account; and (ii) to Company by certified mail at Kibbutz Yizre'el 1935000 Israel or by e-mail at supportMT@maytronics.com (provided, however, that messages delivered by e-mail after recipient's working hours or during any holiday shall be deemed to have been given on the next working day after transmission).
10.8 Interpretation.The Section headings and subheadings contained in these Terms and Conditions are included for convenience only, and shall not limit or otherwise affect the terms and conditions of these Terms and Conditions. Any construction or interpretation to be made of these Terms and Conditions shall not be construed against the drafter.
In case You have any queries regarding these Terms and Conditions, You may contact Company at maytronics.com.es/contact-us-es
Last Updated: 29 November, 2018