AGREEMENT: This license and services agreement ("Agreement") sets forth the terms pursuant to which TorahLive, registered USA charity EIN 46 - 0643106, with registered office at 3516 Flatlands Avenue, Brooklyn, NY11234, USA ("TorahLive", "we", "us") will grant a non-exclusive license, and additional services and support, to Licensee ("you"), as detailed in this Agreement.
TERM: This Agreement will remain in force for the duration of the paid subscription period unless otherwise terminated under the terms hereof, and will renew with the renewal of the subscription, unless or until terminated by either party under the terms hereof.
The initial term of a subscription will be from the completion of subscription registration through the June 30 following such registration. Renewal of annual subscriptions will be effective as of July 1 of every year, unless renewal is declined at least thirty (30) days in advance in writing by either party.
LICENSE: For the Term of the Agreement, we hereby grant Licensee a non-exclusive, non-transferable, limited license: (i) to access, use, show, present, and display TorahLive content (the "License"). This License is limited to the sole purpose of Torah education and Licensee is not authorized to use TorahLive content, site and services for any other purpose. Licensee is not authorized or permitted to misuse the site by deliberately or negligently introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. Licensee will not attempt to gain unauthorised access to TorahLive site, the server on which our site is stored or any server, computer or database connected to the TorahLive site, nor to access areas of said site that have not been expressly licensed to Licensee pursuant to this Agreement. Licensee is not authorized to make any commercial use of TorahLive content without express, prior written approval of TorahLive. Licensee is not authorized to disseminate TorahLive content to any third party without prior written approval from TorahLive, except in accordance with the subscription registration; for the removal of doubt it is clarified that 'third party' includes students, clients, customers etc of Licensee, except where Licensee has expressly subscribed for an 'Educational Institution License', which license is not available for online educational institutions.
AGREEMENT AMENDMENTS: The terms of this Agreement, as well as the terms of TorahLive policies, guidelines and the License, may be changed by TorahLive from time to time. We will notify you at least sixty (60) days before we make changes to these terms, this Agreement and the License, so you have the opportunity to review and comment on the revised terms. Such notice may be provided on our website and/or by other means. Your continued use of the TorahLive services, including renewal of this Agreement under the terms hereof, following notice of the changes to the terms of this Agreement or other agreements with TorahLive, policies or guidelines, constitutes your acceptance of such amended terms.
SERVICES: Without offering any guarantee in respect thereof, we will endeavor to ensure availability of TorahLive services with a minimum of 99% availability, and will endeavor to post to the Licensee area of our site, and to similarly inform Licensee, in advance if possible, of any anticipated or expected interruptions or problems with our content availability. We may change, suspend or end any service, in our exclusive discretion. To the extent allowed under law, these changes may be effective upon notice provided to you, including by way of notification on the Licensee area of our site, or by email. However, we will endeavor to make reasonable efforts to issue as much notice as possible to Licensee of any changes to our services. We will only be responsible for allowing access to the TorahLive site and services; the delivery of content and services to Licensee domain is the full responsibility of Licensee. We have no responsibility in respect to, and have no liability in connection with, availability, quality, ownership, and authorization of use of any third party content or services that may be provided as part of, or in connection with, our services.
In the event of an apparent, likely or anticipated breach of this License by Licensee, TorahLive may in its sole discretion immediately, and without notice, suspend services provided or available hereunder to Licensee, with no liability for any damages, including without limitation, direct and indirect, consequential and incidental and other damages, arising in connection therewith to Licensee or others, and with no refund for time during which services were suspended.
SUPPORT: We will provide telephone and email support to Licensee upon recent of a support query or request. This support will include: (i) acknowledgement of the query within one business day; and (ii) provision of readily available solutions to easily resolved issues within an additional business day. Bespoke solutions and support for situation specific problems may not be available, or may be priced separately from the TorahLive suite of services. For the removal of doubt, all Jewish holidays are not business days for the purposes of this Agreement.
LICENSEE RESOURCES: Licensee acknowledges and affirms that it has the requisite hardware, software, internet bandwidth, facilities, and general technological savvy required to present, share and display TorahLive content respectably and successfully.
PAYMENT TERMS: The license and services provided hereunder are provided by us to Licensee in consideration for which Licensee will pay TorahLive the fees as detailed in the subscription registration form (the "Payment"), the first installment of Payment is payable upon date of execution of registration, and subsequent installations will be payable in accordance with the terms detailed in the subscription registration. Any applicable sales tax, VAT or other tax will be added to the Payment, and paid in full by Licensee.
DEFAULT: Without derogating from the rights of TorahLive under section 18 of this Agreement, in the event that Licensee defaults on any payment to TorahLive, we will inform Licensee by email of such default. A failure to correct such default within seven (7) days of such notice will entitle TorahLive to terminate this agreement with immediate effect.
LIABILITY AND INDEMNIFICATION: TO THE EXTENT PERMITTED UNDER LAW WE SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (INCLUDING WITHOUT LIMITATION, OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, DENIAL OF SERVICE ATTACKS, SOFTWARE VIRUSES AND OTHER HARMFUL TECHNOLOGIES). IN NO EVENT SHALL THE LIABILITY OF TORAHLIVE EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR A SERVICE, IF ANY, OR (B) US $1000. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN LICENSEE AND TORAHLIVE AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT,OR OTHER DOCTRINE OF LAW), EVEN IF TORAHLIVE HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
TORAHLIVE REPRESENTATIONS AND WARRANTIES: TO THE EXTENT ALLOWED UNDER LAW, WE (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS; AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. OF COURSE WE CONTINUE TO MAKE EFFORTS TO ENSURE THE ACCURACY AND RELIABILITY OF OUR DATA AND SERVICES, BUT DO NOT MAKE ANY GUARANTEE IN THAT RESPECT.
IP RIGHTS, MORAL RIGHTS: as between Licensee and TorahLive, all rights in the TorahLive content and services are owned exclusively and wholly by TorahLive. TorahLive will own all improvements and additions to TorahLive content, even if developed solely in connection with Licensee, and on Licensee's hardware, time, premises etc. Licensee will respect all moral rights of TorahLive content, including, without limitation: (i) Licensee will display and use TorahLive material only in a manner consistent with high-level, premium quality, Torah education, and guidelines in this respect may be provided by TorahLive and will be followed by Licensee; (ii) TorahLive will be acknowledged visually and verbally as the source and provider of the TorahLive materials. For the removal of doubt, such acknowledgement will be on all materials relating to Licensee's use of TorahLive content, including without limitation: website pages, apps, audio and video materials; printed materials and presentation handouts; presentation slides or other audio and visual material; marketing materials such as paper or digital poster, flyers and banners; email and other messages; and live oral presentations. Such acknowledgement will include prominent and proportional placement of the TorahLive logo, with attribution to TorahLive as a/the source for the content, on all digital, print or other pertinent material. Under no circumstances will Licensee ever make disparaging remarks in respect of TorahLive, its employees, agents and representatives, or its content, including in the unlikely event of the malfunction of TorahLive services.
LICENSEE REPRESENTATIONS AND WARRANTIES: The natural person completing registration on behalf of Licensee hereby affirms and acknowledges that s/he has due authorization and power from Licensee to enter into registration, including this Agreement, on behalf of Licensee. Licensee represents and warrants that it has the necessary authorization to enter into and give effect to this Agreement. Licensee will provide access to TorahLive content and accounts only to such of its employees and agents as require access for the successful display of TorahLive content, all in accordance with the subscription registration.
PRIVACY AND DATA PROTECTION; CONFIDENTIALITY: We will treat and store Licensee's data in a manner equal to or better than we treat our own, and in accordance with a Privacy Policy which TorahLive may formulate and may amend from time to time. To the extent required by law, Licensee hereby consents to TorahLive's collecting, storing, using, transferring - including across jurisdictions and including subsequent transfers, and analyzing data collected by, through and in connection with the Services. Licensee hereby consents to TorahLive's using online storage facilities (e.g. Dropbox, Google Drive etc.) to store and transfer said data.
The terms of this Agreement are confidential.
LAW AND DISPUTE RESOLUTION: any disputes arising in connection with this Agreement will be resolved by the parties in a cordial manner in accordance with the spirit of Torah for which this Agreement is entered into. In the unfortunate event that the parties are unable to settle their differences in connection with this Agreement, all disputes will be resolved exclusively by arbitration pursuant to the Israel Bar Association arbitration rules, and this Agreement will be governed exclusively by Israeli law, without reference to the applicable law provisions thereof.
COUNTERPARTS; SUCCESSORS AND ASSIGNS: This Agreement may be executed in counterparts. The license and rights hereunder granted to Licensee are non-transferable, and will not inure to the benefit of successors and assigns except with the prior written consent of TorahLive.
ENTIRE AGREEMENT: This Agreement and its appendices and references policies and guidelines contain the entire agreement between the parties hereto.
TERM, TERMINATION: In the event of any breach of this Agreement by Licensee that remains uncorrected for seven (7) days following notice by email or telephone of said breach, we will be entitled to terminate this Agreement with immediate effect, with no refund of paid subscription fees. Following the completion of the paid subscription period, either party may terminate this Agreement. In the event of Termination, there will be no refund of payments made to us, nor reduction or waiver of payments owing to us. In the event of Termination, all physical TorahLive materials - including without limitation, printed materials, CDs, disk-on-key and other storage devices, will be returned promptly and at Licensee's expense to TorahLive's offices, and digital copies will be destroyed, and Licensee will provide written confirmation that all digital copies of all TorahLive material has been permanently erased or destroyed by Licensee.

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