You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.
You agree to pay to Spotlight any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Spotlight of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.
Israeli VAT. For Israeli tax residents we will add the applicable Israeli VAT to the prices presented on our website.
Spotlight may adjust and/or change its tax collection policy in accordance with the prevailing competent applicable law.
Spotlight may change the fees charged for the Services at any time. Spotlight will provide you with notice of any change in fees in the applicable place within the website.
Spotlight will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the Spotlight privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Spotlight); (b) was lawfully known to Spotlight before receiving it from you; (c) is received by Spotlight from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Spotlight without reference to your Content. Spotlight may disclose your Content when required by law or legal process, but only after Spotlight, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
Spotlight will store and process your Content in a manner consistent with industry security standards. Spotlight has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
If Spotlight becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), Spotlight will take reasonable steps to notify you without undue delay, but in any event within 3 business days of becoming aware of the Security Incident. Spotlight will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Spotlight.
You retain ownership of all of your intellectual property rights in your Content. Spotlight does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
You grant Spotlight a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you or to use such content in an aggregated manner to display aggregated data and as otherwise permitted by the Spotlight privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Spotlight’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Spotlight with feedback about the Services, we may use your feedback without any obligation to you.
Spotlight may identify you (by name and logo) as a Spotlight Services customer on Spotlight website and on other promotional materials.
Spotlight respects the intellectual property rights of others, and we expect our users to do the same. If you believe a Spotlight user is infringing upon your intellectual property rights, you may report it to us.
Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). Except as permitted by Spotlight’s Brand and Trademark Use Policy, these Terms do not grant you any right to use Spotlight’s trademarks or other brand elements.
We provide you with the Results of the check/s that we offer and you have performed. You may also order a professional report which will be prepared by one of our consultants. All data we provide is based on the subjective user content and the subjective opinions of our consultants.
The Services display content provided by others that is not owned by Spotlight. Such content is the sole responsibility of the entity or person that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. Spotlight is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
You acknowledge that, in order to ensure compliance with legal obligations, Spotlight may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Spotlight otherwise has no obligation to monitor or review any content submitted to the Services.
Spotlight may publish links in its Services to internet websites maintained by third parties. Spotlight does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
You agree that Spotlight may use data for benchmarking purposes without disclosing identification of your organization and/or participants of your organization. Such data will be used in aggregation of data from other organizations to construct a benchmark in the various topics of the checks.
If you have been issued an account by Spotlight in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Spotlight, are responsible for any activity occurring in your account (other than activity that Spotlight is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Spotlight immediately. Accounts may not be shared and may only be used by one individual per account.
Spotlight may send notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.
You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Spotlight will not be liable for any failure to store, or for loss or corruption of, your Content.
Spotlight may terminate your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
If you are an individual, you may only use the Services if you have the power to form a contract with Spotlight. If you do not have the power to form a contract, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.
“Minors” are individuals under the age of 18 (or an applicable age as provided in certain countries and territories). None of the Services are intended for use by Minors. If you are a Minor in your place of residence, you may not use the Services. By using the Services, you represent and warrant that you are not a Minor.
You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
(a) You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
(b) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
(c) You may not circumvent or attempt to circumvent any limitations that Spotlight imposes on your account (such as by opening up a new account to conduct a check that we have closed for a Terms violation or to abuse the free first time use of the Services).
(d) Unless authorized by Spotlight in writing, you may not probe, scan, or test the vulnerability of any Spotlight system or network.
(e) Unless authorized by Spotlight in writing, you may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
(f) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
(g) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
(h) You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Spotlight will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Spotlight.
(i) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
(j) Unless authorized by Spotlight in writing, you may not resell or lease the Services.
(k) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Spotlight has agreed with you otherwise. You may not use the Services in a way that would subject Spotlight to those industry-specific regulations without obtaining Spotlight’s prior written agreement.
(l) You may not register accounts by “bots” or other automated methods.
(m) Your Content and use of the Services may not violate our Content Policy.
You can terminate your account at any time by notifying us in writing by e mail. Such termination will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Services. Terminations are confirmed upon receipt by our team.
Spotlight may limit, suspend, or terminate the Services to you: (i) if you fail to comply with these Terms, (ii) if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where Spotlight may decide that we need to take immediate action without notice. Spotlight will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Spotlight has no obligation to retain your Content upon termination of the applicable Service.
If Spotlight stops providing the Services to you because you repeatedly or egregiously breach these Terms, Spotlight may take measures to prevent the further use of the Services by you, including blocking your IP address.
Spotlight may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Spotlight website. If an amendment is material, as determined in Spotlight’s sole discretion, Spotlight may notify you by email. Notice of amendments may also be posted to Spotlight’s website or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Spotlight to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
Spotlight strives to constantly change and improve the Services. Spotlight may add, alter, or remove functionality from a Service at any time without prior notice. Spotlight may also limit, suspend, or discontinue a Service at its discretion. If Spotlight discontinues a Service, we will give you reasonable advance notice. Spotlight may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
While it is in Spotlight’s interest to provide you with the best possible experience when using the Services, there are certain things we do not promise. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND SPOTLIGHT DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SPOTLIGHT, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SPOTLIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF SPOTLIGHT, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO SPOTLIGHT FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$ 99.00.
We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
If you are a business, you will indemnify and hold harmless Spotlight and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) (“Indemnification Amounts”) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users. If you are any kind of user, you will indemnify and hold Indemnified Entities harmless from any Indemnification Amounts arising out of a breach of your obligation in Section 1.3 to ensure your tax exemption certificate, if any, accurately reflects your current tax status.
Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, Spotlight organizational systems Ltd.
For any Service provided by Spotlight organizational systems Ltd., the following provisions will apply to any terms governing that Service:
- Contracting Entity. References to “Spotlight”, “we”, “us”, and “our” are references to Spotlight organizational systems Ltd., located at Moshav Mishmeret, Israel 4069500.
- Governing Law. Those terms are governed by the laws of the State of Israel.
- Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the court of Tel Aviv, Israel.
You may not assign these Terms without Spotlight’s prior written consent, which may be withheld in Spotlight’s sole discretion. Spotlight may assign these Terms at any time without notice to you.
These Terms (including the Additional Terms) constitute the entire agreement between you and Spotlight, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
The relationship between you and Spotlight is that of independent contractors, and not legal partners, employees, or agents of each other.
The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
To the extent any conflict exists, the Additional Terms prevail over this TOU with respect to the Services to which the Additional Terms apply.
If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
There are no third party beneficiaries to these Terms.
The following sections will survive the termination of these Terms: 1, 2, 3.2, 10, 12, 13, 14, 15, 16, and 17.