Terms & Conditions

Intendu Terms of Use

Welcome to https://www.intendu.com/ (together with its subdomains, Materials, Marks and services, the “Site”). Please read the following Terms of Use carefully before using this Site so that you are aware of your legal rights and obligations with respect to Intendu Ltd. (“Intendu”, “we”, “our” or “us”). By accessing or using the Site, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, these Terms of Use, together with the Privacy Policy (the “Terms”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by these Terms please do not access or use the Site.

  1. The Site is intended to provide information about us, our products and services and help you get in touch with us.
  2. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.
  3. Ability to Accept Terms. The Site is only intended for individuals aged 13 years or older. If you are under 13 years please do not visit or use the Site. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting or using the Site to make sure that you and your parent or guardian understand these Terms and agree to them.
  4. Site Access. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and applicable law.
  5. You shall not: (i) copy, distribute or modify any part of the Site without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Materials (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Site; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Materials or that enforce limitations on use of the Site.
  6. Online Purchase of Products. The Site may enable you to purchase our products online. If you choose to purchase products from us (“Purchase Order”), you may be required to provide us with personal information necessary for us to fulfil your Purchase Order; such as your full name, billing and shipping information, your contact information (such as your phone number and email address) and additional credit card information. For additional information on how we collect, use, store, share and protect your personal information, please review our Privacy Policy. Your Purchase Orders are subject to additional terms and conditions with respect to payment, taxes and delivery terms, as set forth in our Terms and Conditions for Sale available at: https://www.intendu.com/terms-conditions/. In the event of any conflict between these Terms and the Terms and Conditions for Sale, these Terms shall prevail unless otherwise specifically agreed upon in writing by the parties.
  7. Intellectual Property Rights
    • Materials and Marks. The (i) content on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Materials”) and (ii) the trademarks, service marks and logos contained therein (“Marks”), are the property of Intendu and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Intendu”, the Intendu logo, and other marks are Marks of Intendu or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Materials.
    • Use of Materials. Materials on the Site are provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Materials you must retain all copyright and other proprietary notices contained therein.
  8. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Materials available on the Site are accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Materials, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Materials. Your use of the Materials, or any part thereof, is made solely at your own risk and responsibility.
  9. Links
    • The Site may contain links, and may enable you to post content, to third party websites that are not owned or controlled by Intendu. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release Intendu from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.
    • Intendu permits you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Materials as it appears on the Site; (iii) you shall not misrepresent your relationship with Intendu or present any false information about Intendu and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website (“Third Party Website”) which prohibited linking to third parties; (v) such Third Party Website does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.
  10. We will use any personal information that we may collect or obtain in connection with the Site in accordance with our privacy policy which is available at https://www.intendu.com/privacy-policy/ (the “Privacy Policy”). You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.
  11. Warranty Disclaimers
    • This Section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
    • THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. INTENDU HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. INTENDU DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT INTENDU WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
    • YOU SPECIFICALLY ACKNOWLEDGE THAT INTENDU SHALL NOT BE RESPONSIBLE FOR THE CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY SITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
    • EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, INTENDU DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.
  12. Limitation of Liability
    • TO THE FULLEST EXTENT PERMISSIBLE BY LAW, INTENDU SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF INTENDU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
    • IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INTENDU FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO INTENDU FOR USING THE SITE DURING THE 3 MONTHS PRIOR TO BRINGING THE CLAIM.
  13. You agree to defend, indemnify and hold harmless Intendu and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Site; (ii) your interaction with any Site user; or (iii) your violation of these Terms.
  14. Term and Termination. These Terms are effective until terminated by Intendu or you. Intendu, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Intendu shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. This Section ‎14 and Sections ‎6 (Intellectual Property Rights), ‎10 (Privacy) to ‎13 (Indemnity), and ‎15 (Independent Contractors) to ‎17 (General) shall survive termination of these Terms.
  15. Independent Contractors. You and Intendu are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Intendu. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Intendu.
  16. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Intendu without restriction or notification to you.
  17. Intendu reserves the right to discontinue or modify any aspect of the Site at any time. These Terms and the relationship between you and Intendu shall be governed by and construed in accordance with the laws of the State of Israel without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv, Israel and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Intendu may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Intendu concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

Last updated: July, 2017


Intendu Terms and Conditions for Sale

These Terms and Conditions for Sale (“Terms”) are the terms and conditions upon which Intendu Ltd. ( “Intendu” “we”, or “our”) makes all sales of Intendu’s brain training platform (“Platform”), as well as any services, features and content made available to you thereon, and constitute as an agreement between Intendu and the entity purchasing the Platform (“Buyer”, “you”). Acceptance of all purchase orders is expressly made conditional upon these Terms, without modification or addition. Intendu expressly disclaims any other terms and conditions of sale and unless agreed otherwise in writing by both parties, these Terms shall constitute the final, complete and exclusive agreement between the parties with respect to all sales of the Platform by Intendu to Buyer. Notwithstanding anything herein to the contrary, you hereby acknowledge that any purchase, download, acceptance or use by you of the Platform or any services, features, and content made available to you thereon shall constitute an irrevocable acceptance of these Terms.

1.  Intellectual Property and License. As between the parties, all right, title and interest to any intellectual property rights embodied in the Platform and all inventions, works of authorship, derivative works, developments or improvements thereof shall remain with Intendu. Subject to the terms and conditions of these Terms, Intendu hereby grants you a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, subscription license (“License”) to access and use the Platform solely as bundled with the Third Party Hardware (as defined below) and solely in accordance with and subject to these Terms. Intendu hereby reserves any and all rights not expressly granted herein.

  1. License Restrictions. Buyer shall not: (i) copy, distribute or modify any part of the Platform without Intendu’s prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose the Platform and\or Content (as defined below), except as expressly authorized herein; (iii) make the Platform available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iv) disrupt servers or networks connected to the Platform; (v) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Platform; (vi) use any communications systems provided by the Platform to send unauthorized and/or unsolicited commercial communications; (vii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Platform; (viii) remove, alter or obscure any copyright, trademark, or other Intendu proprietary notices from the Platform; (ix) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Platform; (x) use the Intendu name, logo or trademarks without our prior written consent; and/or (xi) use the Platform to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms. In the event you choose to enable and/or provide access to the Platform to a third party’s on your behalf (collectively “End-Users”), such End-Users shall comply with these Terms and you shall be responsible for any failure on behalf of such End-Users to comply with such Terms.

  2. Ordering. Buyer shall order the Platform (including the Third Party Hardware) by submitting an irrevocable purchase order in the form set forth by Intendu in the payment landing page available at intendu.com/pricing. The purchase order may not be canceled or rescheduled by Buyer. Each purchase order shall include, inter alia, the requested shipping location, method of delivery and method of payment. Intendu’s acceptance of purchase orders is subject to availability. No order shall bind Intendu until accepted by its authorized representative. Intendu may accept or reject any purchase order submitted by Buyer. Without prior notification, Intendu maintains the right to limit the order quantity and the right to refuse a purchase order for any reason or no reason at all. Intendu shall have no liability to Buyer as a result of such refusal of any such purchase orders submitted. Intendu will use commercially reasonable efforts to approve or reject purchase orders within 5 business days. Purchase orders may not be accepted for delivery to certain addresses and territories based upon Buyer’s location. Intendu may contact Buyer (via email or phone) if additional information is required to accept the purchase order. Following Intendu’s acceptance of the purchase order and the completion of payment for a purchase order, the Platform (including the Third Party Hardware) shall be shipped to Buyer within a period of 14 business days. Invalid order information or payment information will result in delays processing the purchase order. Intendu shall make commercially reasonable efforts to meet the date(s) quoted or acknowledged; however, Buyer understands that delivery is dependent on third parties which are outside Intendu’s control and thus, in no event will Intendu be liable for any delays. In the event of any such delay, the date of delivery shall automatically be extended for a period equal to the time lost by reason of the delay.

  3. Payment Terms. Prices, subscription fees and payment terms for the Platform are set forth in the applicable purchase order. All prices are inclusive of delivery, taxes, duties and other charges related thereto. Unless otherwise specified by Intendu in writing, payment terms are in United States Dollars, upon ordering. If Buyer’s purchase order is canceled by Intendu for any reason, Intendu will notify Buyer by using the e-mail address given to Intendu with the purchase order and Buyer will not be charged for such canceled purchase order. If Buyer’s payment method has already been charged for a purchase order that is later canceled, Intendu will issue Buyer a refund.

  4. Term and Termination

    Intendu offers its Buyers the following License programs: annual, semi-annual and monthly (“Subscription Term”). Each Subscription Term shall be renewed automatically for successive applicable Subscription In the event that Buyer wishes to update its License program, Buyer shall contact Intendu at contact@intendu.com.

    Buyer may terminate the License at any time and without cause by providing a written notice to Intendu Intendu shall be entitled to give the Buyer notice that these Terms are terminated with immediate effect as a result of a breach by Buyer of any material provision of these Terms.

    Upon termination of these Terms, the License shall immediately terminate and Buyer shall cease use of the Platform. In the event that these Terms are terminated by Buyer according to Section ‎2 during the initial Subscription Term, then Buyer shall not be entitled to any refund of the applicable subscription fees. In the event that these Terms are terminated by Buyer according to Section ‎5.2 during any renewed Subscription Term, then Buyer shall be entitled to a prorated refund of the applicable subscription fees representing the remaining unused Subscription Term.]

    The following Sections shall survive following termination or expiration of these Terms: ‎4, ‎5.5, ‎7, ‎9, and ‎10 through ‎12.

  5. Cancellation and Refunds

    Buyer may cancel a purchase order within 30 days, as of the delivery date of the Platform (including the Third Party Hardware) and Buyer will receive a refund, subject to the terms of this Section ‎6. By canceling an order, you shall bear all shipping expenses from your address to Intendu. Such shipment must be made by a recognized international courier (e.g., DHL’s cargo certificate). The address for shipping the Third Party Hardware, subsequent to a cancellation of a purchase order by you, is 27 Maskit street, Herzliya, Israel.

    Intendu will refund you the prorated fees for such purchase order in the same payment method as originally used by you, within a commercially reasonable time as of the cancellation, but in any case no longer than 5 business days and you will receive an email confirming such cancellation.

    In the event that the returned Third Party Hardware was not received by Intendu within 45 days as of the Third Party Hardware delivery date, or in the event that the Third Party Hardware was received by Intendu not in its original status as was originally shipped to you by Intendu (i.e. “new in box”), then Intendu shall deduct an amount of US$199 from your total refund amount, representing the cost of the Third Party Hardware described under Section ‎4.1.

  6. Operating Instructions. As Buyer’s use of the Platform (whether you are a patient or a therapist and whether you will use it in the hospital or at home), require physical activity, each Buyer is required to carefully read the operating instructions in this Section ‎7, or have your therapist read these instructions to you. If you are a therapist, please make sure you carefully review and understand, and also please make sure that your patient is made aware of, fully understands and complies with, Intendu’s  operating instructions before enabling use of the Platform by any of your patients.

    Personal Warning

    • If you are using the Platform independently, at your own free will, and under no specific instructions or supervision of a therapist, medical physician or other authorized member of the medical community; YOU ARE AND WILL BE SOLELY RESPONSIBLE FOR ANY SUCH USE AND YOU HEREBY AGREE THAT ANY USE OF THE PLATFORM IS AT YOUR OWN RISK.

    • If you are using the Platform as part of a rehabilitation process due to a medical condition, or if your therapist, medical physician or other authorized member of the medical community has instructed or prescribed you to use the Platform, only use the Platform if you received applicable training from an authorized therapist based on your physical and medical condition and only use the Platform in the presence of such therapist’s supervision, unless otherwise expressly instructed by your therapist or medical physician. If a therapist did not prescribe an individualized training plan for you; if you are intending to use a training plan designed for other patients; or if your therapist is not present, unless otherwise expressly instructed by your therapist or medical physician; YOU ARE AND WILL BE SOLELY RESPONSIBLE FOR ANY SUCH USE AND YOU HEREBY AGREE THAT ANY USE OF THE PLATFORM IS AT YOUR OWN RISK.

      Clinical Warnings

      • Neuro­vestibular Balance Disorder. If you have a history of neuro­vestibular balance disorder, please consult your physician or therapist before using the Platform. PATIENTS SUFFERING FROM NEURO­VESTIBULAR BALANCE DISORDER MAY BECOME UNBALANCED WHILE USING THE PLATFORM AND SUGGESTED TRAINING GAMES, WHICH CAN RESULT IN INJURY.

      • Use Under Influence. Do not use the Platform if you are under the influence of a substance (prescribed drugs, drugs or alcohol) that can, or potentially can, influence your ability to properly participate in the training games included in the Platform. USE OF THE PLATFORM UNDER INFLUENCE CAN RESULT IN INJURY. If you are a patient attempting to use the Platform under any such influence as described above, please consult with a medical physician prior to using the Platform.

      • Color Blindness. If you have a history of color blindness, please consult with your physician or therapist before using the Platform. Your color perception can affect your ability to follow and participate in the Platform’s training games.

      • General Medical Prohibitions. The Platform may not be used if you suffer from any of the following conditions, unless you’ve consulted with a medical physician or your therapist before using the Platform: (i) any medical, physical or mental condition, as well as any other issue that affects your ability to safely perform physical activities as suggested by the Platform’s training games;

        (ii) heart or respiratory condition; (iii) high blood pressure; (iv) vertigo or epilepsy; (v) any back, joint or other orthopedic condition; (vi) pregnancy; (vii) blindness; (viii) if you have been instructed to abstain from physical activity; (ix) if you encounter any difficulties with physical exercise; or (x) any other medical, physical or mental condition which is considered inappropriate by your therapist or your medical physician.

    • Therapist Warning. If you are a therapist, please make sure to carefully select the correct training games for your patient, when building your patient’s training plan. If a patient interacts with the Platform based on body movements not fitted to the patient’s physical and medical condition, the patient could be injured.

    • Additional instructions

      • Use of Third Party Hardware. The training games suggested by the Platform, make use of a third party hardware (either Kinect for Windows v2 sensor or a Orbbec3D Persee sensor) (“Third Party Hardware”) and such Third Party Hardware, to the extent it is provided by Intendu, is provided “AS IS” without any warranty of any kind, and is subject to the license terms attached to such Third Party Hardware.

      • Overexertion. Do not overexert yourself while using the Platform. VEREXERTION AN RESULT IN INJURY.

      • General Cautions. While using the Platform, please make sure to follow these basic guidelines: (i) only use the Platform according to these Terms and/or as instructed by your therapist. The Platform must be used carefully while maintaining these operating instructions. Failure to do so can result in injury; (ii) make sure to take periodical breaks; (iii) if you experience any pain or discomfort, any nausea, shortness of breath, chest tightness, dizziness or excessive fatigue, please immediately stop all use of the Platform and consult a medical physician or your therapist; and (iv) wear suitable and comfortable clothing and remove any jewelry which may catch or snag (such as pins, rings and chains). In addition, while using the Platform, such use requires you to be physically active (while standing or seated). Please make sure you are using the Platform in an open space and on a flat level surface allowing you to move freely and safely while using the Platform. IF YOU ARE INTENDING TO USE THE PLATFORM IN A CONFINED SPACE OR ON NON-FLAT LEVEL SURFACE WHICH DOES NOT ALLOW FREE MOVEMENT ON YOUR BEHALF PLEASE DO NOT USE THE PLATFORM, AS YOU COULD BE INJURED.

  1. Limited Warranty

    Intendu warrants that, for a period of 30 days as of the delivery date of the Platform to Buyer, the Platform (excluding the Third Party Hardware, which is subject to the terms of Section ‎4.1) will be free from material defects in materials, workmanship, and design. This warranty shall not apply to any Platform which Intendu determines has been subject to operating or environmental conditions, by Buyer or otherwise, which are not in accordance with the applicable specifications, or have otherwise been the subject of mishandling, misuse, neglect, improper testing, repair, alteration or damage.

    EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” BASIS, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE WITH RESPECT TO THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  INTENDU DOES NOT GUARANTEE THAT THE PLATFORM WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE PLATFORM MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT INTENDU WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. INTENDU DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE PLATFORM BY A THIRD PARTY. BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE FOREGOING LIMITED WARRANTY WILL BE, AT INTENDU’S OPTION, SENDING REPLACEMENTS OF THE PLATFORM (AND/OR THE THIRD PARTY HARDWARE) OR REFUND THE AMOUNT PAID. EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, INTENDU DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE PLATFORM.

  2. Indemnity. Intendu shall defend or settle any suit or proceeding brought against Buyer based on a third party claim that the Platform infringes of any existing United States patent, copyright or trade secret of a third party; provided that Intendu is notified promptly in writing and is given complete authority to control the defense, as well as assistance and information required for the defense. Intendu shall not be responsible for any cost, expense or compromise incurred or made by Buyer without Intendu’s prior written consent. If the Platform is in the opinion of Intendu likely to, or does, become the subject of a claim for patent infringement, Intendu may, at its sole option, procure for Buyer the right to continue using the Platform or modify it to become non-infringing. If Intendu is not reasonably able to modify or otherwise secure Buyer the right to continue using the Platform, Buyer shall cease any use of the Platform and Intendu shall refund Buyer the amounts actually paid. Intendu shall not be liable for any infringement or claim based upon: (i) the combination or incorporation of the Platform with other products not supplied by Intendu, to the extent that the infringement results from such combination or incorporation of the Platform; (ii) the modification by Buyer of the Platform not contemplated by these Terms or authorized by Intendu; (iii) Buyer’s negligence or willful misconduct; (iv) any use by Buyer of the Platform in violation of these Terms; or (v) Buyer’s use of the Platform where there may be reasonable risk to human life or bodily injury. In all of the above cases, Buyer shall hold Intendu harmless and indemnify Intendu from any damage, loss, liability and/or expenses (including reasonable attorneys’ fees).

  3. Limitation of Liability. BUYER’S SOLE REMEDY AND INTENDU’S ENTIRE LIABILITY ARE AS SET FORTH ABOVE. IN NO EVENT SHALL INTENDU OR ANY OF ITS SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE TO BUYER FOR: (I) ANY LOSS OF DATA OR DAMAGE THERETO; (II) LOSS OR DAMAGE CAUSED BY THE COMBINATION OR INCORPORATION OF THE PLATFORM WITH OTHER PLATFORMS, SOFTWARE OR SYSTEMS NOT SUPPLIED BY INTENDU; (III) LOSS OR DAMAGE CAUSED BY THE MODIFICATION BY BUYER OF THE PLATFORM; OR (IV) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM OR ACCOMPANYING WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF INTENDU OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. INTENDU’S LIABILITY TO BUYER FOR DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE BASIS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE AMOUNT PAID TO INTENDU FOR THE APPLICABLE PURCHASE ORDER THAT GAVE RISE TO THE CLAIM OR ACTION, AND IF NO SUCH SINGLE PURCHASE ORDER IS SO APPLICABLE, THEN INTENDU’S LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER TO INTENDU HEREUNDER DURING THE 3 MONTHS PRECEDING THE EVENT.

  4. Export Compliance. Buyer shall not transfer, export or re-export any Platform or part thereof, or any related technology, except in full compliance with export controls administered by the U.S., Europe and Israel, and any other applicable import and use restrictions. Buyer is solely responsible for determining compliance and obtaining all required approvals to facilitate the export of the Platform, including outside of the U.S., Europe, and Israel.

  5. Additional Terms. Your purchase orders are subject to additional terms and conditions with respect to the use of the Platform, as set forth in our Terms of Use, which will be available to you upon receipt and use of the Platform. In the event of any conflict between these Terms and the Terms of Use, the Terms of Use shall prevail unless otherwise specifically agreed upon in writing by the parties.

  6. General  These Terms shall constitute the final, complete and exclusive agreement of the parties with respect to all sales of the Platform by Intendu to Buyer, and shall supersede all prior offers, negotiations, understandings, and agreements. No additional or different terms or conditions, whether material or immaterial, shall become a part of any agreement unless expressly accepted in writing by an authorized officer of Intendu. These Terms are not assignable by Buyer. These Terms are binding on the parties and their respective successors and permitted assigns. Any waiver by Intendu of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay on the part of Intendu in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these Terms that is prohibited or unenforceable under applicable law shall be ineffective to the extent of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions. These Terms and the relationship between Buyer and Intendu shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel-Aviv, Israel and waive any jurisdictional, venue, or inconvenient forum objections to such courts provided that Intendu may seek injunctive relief in any court of competent jurisdiction. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.