Terms of Service
Last Updated Mar 1, 2022
Reliance on Information Posted and Disclaimer
The materials contained on our site are provided for general informational or educational purposes only and do not claim to be or constitute legal or other professional advice and shall not be relied upon as such.
We do not accept any responsibility for any loss which may arise from accessing or reliance on the information on this site and to the fullest extent permitted by law, we exclude all liability for loss or damages direct or indirect arising from use of this site.
Accessing our Site
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
Intellectual Property Rights
We are the owner or the licensee of all intellectual property rights in respect of our site, and in the material published on it. Those works are protected by applicable copyright laws around the world. All such rights are reserved. These terms and conditions shall not constitute or effect any assignment or license of any intellectual property rights. Limited licenses to use Torah Live’s content can be purchased on the website as part of a subscription according to the applicable terms.
If you upload, post or insert any materials to our website or provide it to Torah Live, you hereby grant Torah Live a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate those materials, together with the right to sub-license these rights to the extent reasonably required for fulfilling Torah Live’s purpose.
You warrant to Torah Live that the materials you upload, post or insert on the website or provide to Torah Live will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
Our Site Changes Regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us hereby expressly exclude:
• All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity. • Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for: • Loss of income or revenue; • Loss of business; • Loss of profits or contracts; • Loss of anticipated savings; • Loss of data; • Loss of goodwill; • Wasted management or office time; and • For any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
If you are a consumer, your statutory rights will not be excluded or limited by these terms and conditions, except to the extent permitted by law.
Information about You and Your Visits to our Site
Viruses, Hacking and Other Offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. We may report any such breach to the relevant law enforcement authorities and we may co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
Links from our Site
Use of Intercom Services
We may also use Intercom as a medium for communications, either through email, or through messages within our product(s). The Intercom Messenger Apps and Apps in Inbox products may also provide you with access to other third party applications such as Stripe. You should consult these third parties' privacy notices for further information on their use of your personal data. As part of our service agreements, Intercom collects publicly available contact and social information related to you, such as your email address, gender, company, job title, photos, website URLs, social network handles and physical addresses, to enhance your user experience. For more information on the privacy practices of Intercom, please visit https://www.intercom.com/terms-and-policies#privacy.
No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach.
No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of that contract.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
Third party rights
A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
The parties expressly acknowledge that they understand and agree that arbitration before the [Beth Din of America] shall be the exclusive forum for the adjudication of the aforementioned disputes and that by agreeing to arbitration they are waiving their rights to other resolution processes, such as court action or other arbitration, and that the parties shall be precluded from bringing suit in court with respect to the aforementioned disputes.
If you have any concerns about material which appears on our site, please contact email@example.com
Thank you for visiting our site.
Agreement for your subscription
This license and services agreement ("Agreement") sets forth the terms pursuant to which Torah Live, registered USA charity EIN 46 - 0643106, with registered office at 3516 Flatlands Avenue, Brooklyn, NY11234, USA ("Torah Live", "we", "us") will grant a non-exclusive license, and additional services and support, to you (“Licensee” or "you"), as detailed in this Agreement.
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 date upon which completion of subscription registration and payment is done through that date, one year later following such registration. Renewal of annual subscriptions will be effective as of “the subscription date” of every year, unless renewal is declined at least thirty (30) days in advance in writing by either party.
For the Term of the Agreement, we hereby grant Licensee a non-exclusive, non-transferable, limited license to access, use, show, play, present, and display Torah Live content (the "License"). This License is limited to the sole purpose of Torah education and Licensee is not authorized to use Torah Live content, site and services for any other purpose. Licensee is not authorized to access areas of the Torah Live site that have not been expressly licensed to Licensee pursuant to this Agreement. Licensee is not authorized to make any commercial use of Torah Live content without express, prior written approval of Torah Live.
The terms of this Agreement, as well as the terms of Torah Live policies, guidelines and the License, may be changed by Torah Live 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 Torah Live 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 Torah Live, policies or guidelines, constitutes your acceptance of such amended terms.
Without offering any guarantee in respect thereof, we will endeavor to ensure availability of Torah Live services 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 Torah Live 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, Torah Live 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.
Licensee acknowledges and affirms that it has the requisite hardware, software, internet bandwidth, facilities, and general technological savvy required to present, share and display Torah Live content respectably and successfully.
The license and services provided hereunder are provided by us to Licensee in consideration for which Licensee will pay Torah Live 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.
Without derogating from the rights of Torah Live under section 18 of this Agreement, in the event that Licensee defaults on any payment to Torah Live, we will inform Licensee by email of such default. A failure to correct such default within seven (7) days of such notice will entitle Torah Live 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 TORAH LIVE 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 TORAH LIVE AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT,OR OTHER DOCTRINE OF LAW), EVEN IF TORAH LIVE HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
TORAH LIVE 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 Torah Live, all rights in the Torah Live content and services are owned exclusively and wholly by Torah Live. Torah Live will own all improvements and additions to Torah Live content, even if developed solely in connection with Licensee, and on Licensee's hardware, time, premises etc. Licensee will respect all moral rights of Torah Live content, including, without limitation: (i) Licensee will display and use Torah Live material only in a manner consistent with Torah values; (ii) Torah Live will be acknowledged visually and verbally as the source and provider of the Torah Live materials. For the removal of doubt, such acknowledgement will be on all materials relating to Licensee's use of Torah Live 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 Torah Live logo, with attribution to Torah Live 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 Torah Live, its employees, agents and representatives, or its content, including in the unlikely event of the malfunction of Torah Live services.
License 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 Torah Live content and accounts only to such of its employees and agents as require access for the successful display of Torah Live content, all in accordance with the subscription registration.
Privacy and Data Protection; Confidentiality
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. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration by the [Beth Din of America (www.bethdin.org)] or other Best Din as decided by Torah Live, in accordance with its Rules and Procedures. Judgment upon the award rendered by the Beth Din of America may be entered in any court having jurisdiction thereof. The parties expressly acknowledge that they understand and agree that arbitration before the [Beth Din of America] or other Best Din as decided by Torah Live shall be the exclusive forum for the adjudication of the aforementioned disputes and that by agreeing to arbitration they are waiving their rights to other resolution processes, such as court action or other arbitration, and that the parties shall be precluded from bringing suit in court with respect to the aforementioned disputes.”
Counterparts; Successors, and Assigns
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 Torah Live.
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 Torah Live materials - including without limitation, printed materials, CDs, disk-on-key and other storage devices, will be returned promptly and at Licensee's expense to Torah Live's offices, and digital copies will be destroyed, and Licensee will provide written confirmation that all digital copies of all Torah Live material has been permanently erased or destroyed by Licensee.