Valence Security Inc. Terms of Use
Last Revised: October 19, 2021
Valence Security Inc. and its affiliates (collectively, “Valence Security”, “Company”, “we” or “us”) welcome you (the “User” or “you”) to our website at www.valencesecurity.com and any additional website and/or webs pages owned and/or operated by Valence Security (such as landing pages of ads) (collectively, the “Site”). Users may use the Site solely in accordance with the terms and conditions hereunder, unless Valence Security or its representatives execute a separate agreement with the User that explicitly states it governs the use of the Services.
Please read these Terms of Use carefully before you start using the Site. Unless otherwise agreed by Valence Security in writing, by entering, connecting to, accessing or using the Site you acknowledge that you have read and understood the following terms and conditions, including the terms of our Privacy Policy available at www.valencesecurity.com/privacy-policy (collectively, the “Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Site. Furthermore, you acknowledge and agree that these Terms constitute a binding and enforceable legal contract between you and Valence Security.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER” “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SITE.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CONNECT, ACCESS OR USE THE SITE IN ANY MANNER.
1. THE WEBSITE
Our Site offers basic information on our Company, our technology and the various products we offer. You can also contact Valence Security through the Site, schedule a demo of our Services (provided under separate terms), download content and newsletter.
2. USER REPRESENTATIONS AND UNDERTAKINGS
You represent and warrant at all times throughout your use of the Site that: (i) you have full authority to agree to these Terms, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents you from fulfilling your obligations under these Terms; (ii) you are and will continue to be in compliance with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to your use of the Site; (iii) your use of the Site has not been previously blocked, suspended or terminated; (iv) you do not authorize a third party to do any of the foregoing; and (v) you will not infringe or violate any of these Terms.
YOU AGREE THAT VALENCE SECURITY’S SERVICE PROVIDERS ARE A THIRD-PARTY BENEFICIARY OF THE ABOVE PROVISIONS, WITH ALL RIGHTS TO ENFORCE SUCH PROVISIONS AS IF SERVICE PROVIDER WERE A PARTY TO THIS AGREEMENT.
By agreeing to these Terms, you represent and warrant to us that you are of legal age to accept these Terms of Use and to form a binding contract under any applicable laws.
3. USE RESTRICTIONS
Certain conduct is strictly prohibited on and/or with respect to the Site. Your failure to comply with the provisions set forth below may result, in the termination or suspension of your access to the Site, which is in Valence Security’s sole and absolute discretion, and may also expose you to civil and/or criminal liability.
You agree not to, whether by yourself or anyone on your behalf,: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Site (or any part thereof); (ii) use the Site in connection with any spam, unsolicited mail, harassment, wire fraud or similar conduct; (iii) interfere with or violate any other User or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any Users of the Site without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iv) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (v) transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Site, or the servers or networks that host the Site, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vii) sell, license, or exploit for any commercial purposes any use of or access to the Site; (viii) frame or mirror any parts of the Site without Valence Security’s prior express written authorization; (ix) create a database by systematically downloading and storing all or any of the content from the Site; (x) impersonate any person or entity or provide false or misleading personal information; (xi) use the Site for any illegal, immoral or unauthorized purpose; and (xii) use Site in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
4. FEEDBACK
In the event that you provide Valence Security with any suggestions, comments or other feedback relating to the Site or to our product or to communicate other matters by email or through other communication means (collectively, “Feedback”), such Feedback is deemed at the incipiency the sole and exclusive property of Valence Security and User hereby irrevocably assigns to Valence Security all of its rights, title and interest in and to all Feedback, if any, and waives any moral rights to it (or anyone on its behalf) may have in such Feedback. Without derogating from the foregoing, User hereby represents and warrants that it shall not provide any Feedback which is subject to any third-party rights or any limitations, and, without derogating from the foregoing, shall promptly inform Valence Security as soon as it becomes aware of any third-party right or limitation which may apply to Feedback already provided.
5. PRIVACY POLICY
Valence Security respects your privacy and is committed to protecting the information you share with us. Our policy, practices and information about what we collect are described in our Privacy Policy available at www.valencesecurity.com/privacy-policy.
If you intend to connect to, access our Site you must first read and agree to the Privacy Policy.
6. INTELLECTUAL PROPERTY RIGHTS
The Site, our solutions, any derivatives thereto, the design, logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, Valence Security’s proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Site and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), are owned and/or licensed to Valence Security, and are subject to copyright and other applicable intellectual property rights under U.S. and Israeli laws, foreign laws and international conventions.
All logos and other proprietary identifiers used by Valence Security in connection with the Site, and other Valence Security products and services, (“Valence Security Trademarks”) are all trademarks and/or trade names of Valence Security, whether or not registered. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Site belong to their respective owners (“Third-Party Marks”). No right, license, or interest to Valence Security Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Valence Security Trademarks or the Third-Party Marks and you will not use any of these marks, unless expressly permitted to do so.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Valence Security and/or its licensors, including any copyright mark © or trademark ® or ™ contained in or accompanying the Site, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Valence Security marks and logos, whether registered or not.
7. THIRD PARTY SERVICES
The Site may be linked to and/or through certain third-party websites and other third-party services (collectively, “Third-Party Services”). Such Third-Party Services are independent from the Site. You hereby acknowledge that Valence Security has no control over such Third-Party Services, and further acknowledge and agree that Valence Security is not responsible for the availability of Third-Party Services, and does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third-Party Services.
You further acknowledge and agree that Valence Security shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third-Party Services. Most Third-Party Services provide legal documents, including terms of use and privacy policy, governing the use of each such Third-Party Services, their contents and services. We encourage you to read these legal documents carefully before using any such Third-Party Services.
No reference made in this Site to any specific commercial product, process, or service (or provider of such product, process or service) other than such products, processes, or services of Valence Security, constitute or imply an endorsement, recommendation or favoring by Valence Security.
8. AVAILABILITY; MODIFICATIONS TO THE SERVICES
The availability and functionality of the Site depends on various factors, such as communication networks software, hardware, and Valence Security’s service providers and contractors. Valence Security does not warrant or guarantee that the Site will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.
Valence Security reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently the Site (or any part thereof, including but not limited to the Content) without notice, at any time and at its sole discretion. You agree that Valence Security shall not be liable to you or to any third party for any modification, suspension, or discontinuance of our Site.
9. DISCLAIMER AND WARRANTIES
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VALENCE SECURITY NOR ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDER, EMPLOYEES, OR AGENTS (“VALENCE SECURITY REPRESENTATIVES”) MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, USABILITY, SUITABILITY, COMPLETENESS, ACCURACY, EFFECTIVENESS OR AVAILABILITY OF THE SITE AND/OR ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SITE. VALENCE SECURITY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE CONTENT AVAILABLE ON THE SITE. TO THE FULLEST EXTENT PROVIDED BY LAW, VALENCE SECURITY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, VALENCE SECURITY PROVIDES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES THAT THE SITE WILL BE ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. VALENCE SECURITY MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SITE AT ANY TIME, OR DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU.
YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SITE, INCLUDING USE OF AND/OR RELIANCE ON ANY CONTENT AVAILABLE THROUGH THE SITE, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VALENCE SECURITY AND/OR THE VALENCE SECURITY REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SITE, USE OR INABILITY TO USE THE SITE, FAILURE OF THE SITE TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL, DATA OR PROFITS, THE PERFORMANCE OR FAILURE TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OR BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAM AGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY SERVICES.
NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES.
11. INDEMNIFICATION
You agree to defend, indemnify and hold harmless Valence Security and any Valence Security Representative from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising directly or indirectly from (i) your use of the Site (or any part thereof) and/or (ii) your breach of the Terms of these Terms of Use.
12. TERMINATION
These Terms of Use are effective until terminated or modified by Valence Security. We Reserve the right to terminate a User’s access to any or all sections of the Site, upon any reason, including, but not limited to any breach of these Term and Conditions or in the event of Site corruption or other technical difficulties. You may terminate these Terms of Use at any time by destroying all materials obtained from this Site and all related documentation and all copies thereof, whether made under these Terms of Use or otherwise. Upon termination, you must destroy all materials obtained from this Site and all copies thereof, whether made under the terms of these Terms of Use or otherwise.
13. DIRECT MARKETING
Subject to applicable law, you hereby agree that we may use your contact details provided by you through the Site for purpose of informing you regarding our products and/or services, which may interest you, to contact you by telephone (including texting), and to send to you other marketing material including but not limited to newsletter, transmitted by e-mail, notices, and/or messages on the Site. You may revoke your consent to any individually targeted communications at any time by contacting us at info@valencesecurity.com.
14. AMENDMENT OF TERMS
Valence Security expressly reserves the right to modify these Terms of Use at any time in its sole discretion. Valence Security will make commercially reasonable efforts to notify on any substantial changes to these Terms by posting the new Terms on the Site. Such substantial changes will take effect seven (7) days after such notice was provided on any of the above mentioned methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Site after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. Please note that in the event that the Terms should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice, as may be required by law.
15. GENERAL
These Terms do not, and shall not be construed to create any partnership, joint venture, employer- employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Site or use of the Site will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of this Site will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of Tel Aviv-Jaffa.
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without Valence Security’s prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms are the entire terms and conditions between you and Valence Security relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Valence Security. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
16. CONTACTS
If you have any questions (or comments) concerning the Terms or the Site, you are welcome to send us an email to the following address, and we will make an effort to reply within a reasonable timeframe: info@valencesecurity.com.
By contacting us, you represent that you are free to do so and that you will not knowingly provide Valence Security with information that infringes upon third parties’ rights, including any intellectual property rights. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such information provided, shall belong exclusively to Valence Security, and Valence Security may use or refrain from using any such information at its sole discretion.
