PVALYOU TERMS OF USE

 

Last Updated: February 10, 2025

 

Welcome to PValyou! The following Terms of Service (these “Terms”) govern your use of this website (the “Site”), the PValyou AI Agent Software (the “Software”) and the related services and content made available on the Site (collectively, the “Services”) by PValyou Ltd. (“PValyou”, “we”, “our” or “us”). Please read these Terms carefully before accessing or using the Site. By using our Services or access the Site, you agree to be bound by, and use our Services in compliance with these Terms and our Privacy Policy which  describes how we process, collect, use, and protect your information. If you order the Services through an online registration page, purchase order, order form, or similar document bearing any other title  (whether directly from us or through an authorized reseller or distributor) (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering (collectively with these Terms, the “Agreement”). If you do not agree with these Terms, the Privacy Policy or the Order Form please do not access or otherwise use our Services and Site.

 

WE RESERVE THE RIGHT TO, AT ANY TIME, MODIFY OUR SERVICES; OFFER OPPORTUNITIES TO SOME OR ALL USERS OF THE SERVICES; OR SUSPEND OR TERMINATE PROVIDING ALL OR PART OF OUR SERVICES. YOU ACKNOWLEDGE THAT WE MAY PERFORM THESE UPDATES REMOTELY AND AGREE THAT, SUBJECT TO SECTION 19 HEREUNDER,WE MAY UPDATE THESE TERMS AND THE SERVICES WITH OR WITHOUT NOTIFYING YOU.

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1.    AGE REQUIREMENTS

 

If you’re under the age considered as adult in your jurisdiction, you must have your parent or legal guardian’s permission to use our Services. Please have your parent or legal guardian read these Terms with you. If you’re a parent or legal guardian, and you allow your child to use the Services, then these Terms apply to you and you shall be responsible for your child’s activity on the Services.

 

2.    ORGANIZATIONAL USE

 

If you are using our Services on behalf on an organization, an authorized representative of that organization must agree to these Terms.

 

3.    LICENSE TO USE THE SERVICES

 

Subject to your compliance with these Terms and the applicable Order Form, we hereby grant you a limited, revocable, worldwide, non-exclusive, non-transferable license to download, access, install and/or use the Services and the Site during the Subscription Term (as defined below) and to permit access and use of the Service by your authorized employees or contractors (“Users”), solely for your internal use (collectively, the "License"). You shall be responsible for all Users’ access to and use of the Service. Except for the License, you are granted no other right in or to the Services or the Site, whether by implied license, estoppel, patent exhaustion, operation of law, or otherwise.

 

4.    RESTRICTIONS ON USE

 

You must comply with all applicable laws when using our Site and Services. Except as may be expressly permitted by applicable law, these Terms, the applicable Order Form or as PValyou may authorize expressly in writing, you will not, and will not permit anyone else to: (i) sublicense, redistribute, sell, lease, lend, rent or encumber the Services; (ii) make the Services available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Software; (iv) copy, modify, improve, or create derivative works of the Services or any part thereof; (v) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services; (vi) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Services; (vii) use the Services to compromise the security of the Services, or others’ use of the Services; (viii) use PValyou names, logo or trademarks without our prior written consent; (ix) use the Services 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; (x) use the Services on a service bureau, rental or managed services basis or permit other individuals or entities to create Internet "links" to the Services or "frame" or "mirror" the Services on any other server or wireless or Internet-based device; (xi) use the Services and/or content generated by it to create a competitive offering, including using the Services to develop and/or train and/or improve other models ; (xii) mislead any third party that any output from our generative AI was solely human generated; and/or (xiii) use the Services to engage in misinformation, misrepresentation, or misleading activities.

 

5.    REGISTRATION AND ACCOUNT

 

In order to access and use the Software and other Services located in the Site, you must order us, or complete by yourself an online registration process on the Site and create an account (herein, an “Account”). To create an Account, you must provide truthful and accurate information. If your information changes at any time, please update your account to reflect those changes. All Accounts shall be governed by these Terms between you and PValyou. You are responsible for maintaining the confidentiality of your Account credentials (including the registration details, the data collected from the Site, and any other data that may be related to your Account), and fully responsible for all activities associated with your Account, including any Users’ activities.

 

You agree to immediately notify PValyou of any unauthorized use of your Account or any other breach of security related to your Account. PValyou cannot and will not be liable for any loss or damage arising from any unauthorized use of your Account.

 

6.    SUBMITTING YOUR CONTENT; CUSTOMIZED DATABASE

 

As part of the Services, you may request PValyou to upload certain data (the “Custom Data”) or choose to scan and upload it yourself to the Services. The Custom Data will be used to create a customized database for your use and that of your authorized Users, in conjunction with publicly available AI generative features. If you choose to request us to upload the Customer Data, to enable us to create such customized database, you shall submit to us the Custom Data commencing promptly on the Subscription Start Date. The cost of scanning each page of the Custom Data and compiling it into the customized database will be specified in the applicable Order Form.

 

You hereby represent and warrants that: (a) you have obtained and shall maintain throughout the Subscription Term all required rights, consents, authorizations and licenses, and all ongoing legal bases (if applicable), necessary to provide, make available, and otherwise expose the Custom Data to PValyou, its affiliates, and its sub-processors and allow for the use permitted herein; (b) you have all right, title, and interest to the Custom Data as required to upload and submit to us for the purpose of the Services; (c) you shall not grant access to any of the Custom Data through the Services unless you have obtained all necessary consents, authorizations, licenses, and legal bases (as applicable) required to do so; and (d) to the extent the Custom Data you provided for a scan is copied from a webpage –  you alone shall be fully responsible for compliance with the terms of use of such third party webpage from which the content was copied, and PValyou disclaims any and all liability for any breach of such terms of use.

 

If we reasonably believe that any of the Custom Data (1) breaches these Terms, or any applicable Order Form, (2) violates applicable law, or (3) could harm our users, third parties, or us, then we reserve the right to take down some or all of your Custom Data in accordance with applicable law.

 

As between you and us, you are and shall be, the sole and exclusive owner of the Custom Data. You hereby grant PValyou and its affiliates a worldwide, non-exclusive right and license, during the Subscription Term, to access and use the Custom Data in connection with PValyou’s provision of the Services, their improvements and performance of any other PValyou’s obligations hereunder.

 

You hereby acknowledge that the Services and the Software are not intended to, and will not, operate as an archive or data storage product or service, and you agree not to rely on the Services and the Software for the storage of any data whatsoever. You are solely responsible for the backup of the Custom Data.

 

7.    EVALUATION PERIOD

 

If you register for a free evaluation of the Services, we will make the Services or any part of it available to you and your Users on an evaluation basis free of charge (“Evaluation Services”) until the earlier of (i) the end of the applicable evaluation period, (ii) the start date of any subscription to the Services that you purchase pursuant to an Order Form, or (iii) any termination of the Evaluation Services by us for any reason, or for no reason at all, by sending you a termination notice with immediate effect. For avoidance of doubt, your use of the Evaluation Services will be governed by these Terms.

 

THE EVALUATION SERVICES ARE PROVIDED “AS IS” FOR LIMITED EVALUATION AND TESTING PURPOSES ONLY, AND WE DO NOT WARRANT THAT THE EVALUATION SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION.  WE SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE.

 

8.    PRIVACY

 

We will not use the Services to collect, store or use any information that can be used on its own or with other information to identify, contact, or locate Users (“Personal Data”), except to the extent necessary for providing the Services to you or as set forth in the Company Privacy Policy located at https://www.pvalyou.com/privacy.

 

Notwithstanding anything herein to the contrary, we may collect, store, transfer and use the Custom Data and any additional information that you and any of your Users provide and/or that we collect through the Services on your behalf solely for the purpose of providing the Services hereunder.

 

To the extent we process any Personal Data on your behalf when performing our obligations under this Agreement, you shall be deemed the data controller and Company shall be deemed a data processor, and in any such case, our Data Processing Agreement shall apply with respect to the transfer and processing of such Personal Data.   

 

9.    RESPONSIBLE USE OF AI

 

PValyou’s Services uses features that are powered by artificial intelligence, machine learning, or similar technologies.  We expect you to engage with them in a responsible, legal, and safe manner.

 

The Services and the Software are assessment tools only, and their results shall in no way constitute an endorsement or determination on the part of PValyou. You are responsible for any text, images, or other content you upload or submit to the Services (“Input”) as well as the text, images, or other content generated by the Services based on your Input (“Output”). You will ensure that your use of the Services, including Input and Output, complies with these Terms and with applicable law. You are responsible for your Custom Data and will not use our Software and Services in a way that infringes, violates, or misappropriates any of our rights or the rights of any third party.

 

You acknowledge that due to the nature of machine learning and the technology powering generative AI, Outputs may not be unique and that unless based on a customized database, the Services may generate the same or similar Output for third parties. Outputs may also be inaccurate, factually wrong, misleading, biased or offensive. In that regard, you acknowledge that PValyou does not provide – and expressly disclaims – any warranty regarding the accuracy of the result provided by the Services. PValyou shall in no way be liable for any action taken by you or any third party based on an Output or other result provided by the Services. You are solely responsible for any investment, purchase, inquiry, investigation or other action taken by you based on such Output or result.

 

10. OWNERSHIP

 

You hereby acknowledge that the Software, the Site, and PValyou’s names, logos, trademarks, service marks and other brand elements are protected by intellectual property (and similar) laws, treaties, and conventions. The Software is licensed and not sold to you under these Terms, and you acknowledge that PValyou retains all title, ownership rights and intellectual property rights in and to the Software. We reserve all rights not expressly granted herein to the Software.

 

If we receive any feedback (e.g., questions, comments, suggestions or the like) regarding any of the Software or the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to PValyou and you hereby irrevocably and unconditionally transfer and assign to PValyou all intellectual property rights you may have in such Feedback and waive any and all moral rights that you may have in respect thereto. It is further understood that use of Feedback, if any, may be made by PValyou at its sole discretion, and that PValyou in no way shall be obliged to make use of any kind of Feedback or part thereof.

 

11. PAYMENTS

 

Within thirty (30) days following the receipt of our invoice, you shall pay PValyou the Subscription Fees specified in your Order Form(s) (the "Subscription Fees"), including any applicable payment for the scanning of any Custom Data. Subscription Fees are subject to change annually upon Subscription renewal.

 

Unless expressly stated otherwise in the Order Form: (a) all payments under these Terms are non-refundable, and are without any right of set-off or cancellation; (b) all Subscription Fees are payable, and shall be invoiced, in advance, and shall be paid within thirty (30) days after receipt of an invoice to be issued by PValyou concurrently with or immediately after the Subscription Start Date. You agree that in the event PValyou is unable to collect the Subscription Fees owed to it for the Services, PValyou may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by PValyou in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. You further agree that, if you fail to make any payment when due, then, in addition to all other remedies that may be available: (i) PValyou may collect interest at the lesser of 1.0% per month or the highest amount permitted by law on any amounts not paid when due; and (ii) if such failure continues for 7 days following written notice thereof, PValyou may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you by reason of such suspension.

 

Amounts payable under these Terms are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon PValyou's net income. In the event that you are required by any law applicable to you to withhold or deduct taxes for any payment under these Terms, then the amounts due to PValyou shall be increased by the amount necessary so that PValyou receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had you not made any such withholding or deduction. If you require a purchase order (or purchase order number) for an invoice to be paid, you shall promptly provide us with such purchase order (or number). Any terms or conditions (whether printed, hyperlinked, or otherwise) in a purchase order or related correspondence, which purport to modify or supplement These Terms (or the corresponding Order Form), shall be void and of no effect.

 

12. SUBSCRIPTION TERM AND TERMINATION

 

Each Agreement commences on the subscription start date outlined in the applicable Order Form (the “Subscription Start Date”) and, unless terminated in accordance herewith, shall continue in full force and effect for the duration of that Order Form (the “Subscription Term”). Each Order Form and initial Subscription Term shall automatically renew for successive subscription terms of equal length, unless either Party notifies the other Party in writing of its intent not to renew the Order Form, at least thirty (30) days before the end of an annual subscription or five (5) days before a monthly subscription. In the event in which you do not renew your paid subscription, the Custom Data will be removed from PValyou’s system within thirty (30) days following the termination of the Subscription Term. 

 

Each Party may terminate an Agreement immediately upon written notice to the other Party if the other Party commits a material breach under the Agreement and, if curable, fails to cure that breach within sixty (60) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be seven (7) days).

 

Upon termination of an Agreement for any reason: (a) the License shall automatically terminate, (b) you and your Users shall cease all access and use of the Service, and (c) you shall (as directed) permanently erase and/or return all Confidential Information of PValyou in your possession or control. Upon termination, all outstanding Subscription Fees and other charges that accrued as of the termination shall become immediately due and payable, and if necessary PValyou shall issue a final invoice, therefore. Sections 9 (Ownership) through ýý20 (Governing Law & Dispute Resolutions) shall survive termination of these Terms of Use or an Agreement, as shall any right, obligation or provision that is expressly stated to so survive or that ought by its nature to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

 

Notwithstanding the abovementioned, PValyou reserves the right to temporarily suspend provision of the Service: (a) if you are seven (7) days or more overdue on a payment; (b) if we deem such suspension necessary as a result of your breach of the restrictions on use outlined above; (c) if we reasonably determine suspension is necessary to avoid material harm to PValyou, to our other customers, or to the Service; or (d) as required by law or at the request of governmental entities.

 

 

 

 

13. DISCLAIMERS

 

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES AND THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

 

WE DO NOT WARRANT THAT THE FUNCTIONS OF THE SITE NOR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SITE AND THE SERVICES WILL OPERATE ERROR-FREE, THAT THE SERVICES AND THE SITE ARE SECURE OR THAT WE WILL CORRECT ANY ERRORS IN THE SERVICES OR THE SITE. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING, WITHOUT LIMITATION, ANY SECURITY, PRIVACY PERFORMANCE AND/OR CONNECTIVITY ISSUES.

WE DO NOT MAKE ANY WARRANTY REGARDING THE OUTPUTS OR OTHER RESULTS THAT MAY BE GENERATED FROM USE OF GENERATIVE AI FEATURES, INCLUDING WITH RESPECT TO THE FACTUAL ACCURACY OF ANY OUTPUTS OR SUITABILITY FOR YOUR USE CASE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF ANY GENERATIVE AI OUTPUTS IS DONE AT YOUR SOLE RISK. DUE TO THE CURRENT NATURE OF GENERATIVE TECHNOLOGY, YOU SHOULD NOT RELY ON OUR GENERATIVE AI AS A SINGLE SOURCE OF FACTUAL INFORMATION. YOU SHOULD ALSO NOT TREAT IT AS ENDORSMENT OR DETERMINATION. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH PVALYOU SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE.

 

THE SERVICES AND THE SITE ARE NOT DESIGNED OR INTENDED FOR USE IN CONJUNCTION WITH MISSION CRITICAL AND/OR HIGH-RISK APPLICATIONS, AND/OR ANY ENVIRONMENT IN WHICH FAILURE MAY CAUSE SIGNIFICANT DAMAGES. ANY SUCH USE BY YOU IS OUTSIDE THE SCOPE OF OUR AGREEMENT AND YOU ARE NOT AUTHORIZED TO USE THE SERVICES IN ANY SUCH MANNER. YOU ACKNOWLEDGE THAT SERVICES PROVIDED UNDER THIS AGREEMENT ARE NOT DESIGNED WITH SECURITY AND ACCESS MANAGEMENT FOR THE PROCESSING AND/OR STORAGE OF THE FOLLOWING CATEGORIES OF DATA AND SOFTWARE: (A) HIGHLY CLASSIFIED DATA; (B) DATA AND SOFTWARE CONTROLLED UNDER THE INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (“ITAR”); AND (C) PERSONALLY IDENTIFIABLE INFORMATION THAT IS SUBJECT TO HEIGHTENED SECURITY REQUIREMENTS BY LAW (E.G MEDICAL DATA) (COLLECTIVELY REFERRED TO AS “EXCLUDED DATA”). YOU HEREBY AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR REVIEWING YOUR CUSTOM DATA TO ENSURE THAT IT DOES NOT CONTAIN EXCLUDED DATA.

 

14. LIMITATION OF LIABILITY

 

IN NO EVENT WILL PVALYOU, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT PVALYOU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

OTHER THAN IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL PVALYOU’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, TORT OR OTHERWISE) EXCEED THE AGGREGATE FEES PAID BY YOU TO PVALYOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION ARISES.

 

15. INDEMNITY

 

In the event a third party makes or institutes any claim, action, or proceeding against PValyou or any of its affiliates that arises from or relates to (i) breach by you (or, if applicable, your Users) of these Terms, or (ii) if applicable, any of your Custom Data, you shall: (a) at your own expense, defend against the claim; and (b) indemnify and hold harmless PValyou and/or its affiliates for any amount finally awarded against or imposed upon PValyou or its affiliates (or otherwise agreed in settlement) under the claim.

 

As a condition to the foregoing, PValyou agrees: (A) to provide Customer with prompt written notice of the claim, provided, however, that failure to provide such notice will not relieve you from your indemnity obligations unless it is materially prejudiced by such failure; (B) to cede to you full control of the defence and settlement of the claim (except that any non-monetary obligation imposed on PValyou under a settlement shall require PValyou’s prior written consent, not to be unreasonably withheld, conditioned or delayed); (C) to provide you with all information and assistance reasonably requested by you; and (D) not to admit any liability under (or otherwise compromise the defence of) the claim without your prior written consent. PValyou may participate in the defence of the claim at PValyou’s own cost and expense.

 

16. MAINTENANCE & SUPPORT

 

PValyou will provide support during business hours, 9:00 a.m. – 6:00 p.m. Israel time Sunday - Thursday via email at val@pvalyou.com for general advice and technical support, as well as technical assistance and remediation for operational issues.

 

17. UPDATES AND UPGRADES TO THE SERVICES

 

We may, from time to time, provide updates or upgrades to the Services, but are not under any obligation to do so. Such updates or upgrades will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Services. All references herein to the Services shall include any of their updates and upgrades. Our Agreement shall govern any updates or upgrades that replace or supplement the original Services, unless the updated or upgraded version is accompanied by a separate license agreement which will govern them.

 

18. THIRD PARTY SOFTWARE

 

The Services may include third party software components that are subject to open source and/or pass-through commercial licenses and/or notices ("Third Party Software" and "Third Party Terms", respectively). If there is a conflict between any Third Party Terms and these Terms, then the Third Party Terms shall prevail but solely in connection with the related Third Party Software.

 

THIRD PARTY SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AS IT RELATES TO ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIRD PARTY SOFTWARE, WE SHALL HAVE NO LIABILITY FOR ANY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

19. ASSIGNMENT

 

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign the Agreement in its entirety (including all Order Forms), without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate the Agreement upon written notice. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

 

20. MODIFICATIONS

 

PValyou may modify any term contained herein at any time, provided that it provides notice by (i) posting the new Terms to the Site; (ii) sending electronic mail to the email address you provided when creating the Account, where available and applicable; and/or (iii) as otherwise required by law.  If you continue to use the Site or the Services after receiving notice, your continued use shall constitute acceptance of the modified terms. You agree to review these Terms periodically to be updated of any modifications. The above notwithstanding, any amendment to these Terms which cause a material adverse effect to you, shall require your prior written consent.

 

21. GOVERNING LAW & DISPUTE RESOLUTIONS

 

Should one or more of the stipulations in the Terms be held to be invalid by a competent jurisdiction the remaining clauses remain valid and enforceable. These Terms shall be governed by and interpreted in accordance with the laws of the state of Israel. The parties agree that all disputes arising out of this Agreement shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in Tel Aviv, Israel. The United Nations Convention for the International Sale of Goods shall not apply. Notwithstanding the foregoing, PValyou may seek injunctive or other equitable relief in any jurisdiction to protect its intellectual property rights.

 

22. RELATIONSHIP OF THE PARTIES

 

Our relationship is solely that of independent contractors, neither party nor its employees are the servants, agents, or employees of the other, and no exclusivities arise hereunder. Nothing herein shall be construed to create relationships of employer and employee, principal and agent, joint venture, partnership, association, or otherwise between the parties. Neither party has any authority to enter into agreements of any kind on behalf of the other party, and neither party will create or attempt to create any obligation, express or implied, on behalf of the other party.

 

23. EXTERNAL SITES

 

The Site may contain links to third-party websites (“External Sites”).  The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  PValyou is not responsible for the content of any linked External Sites and does not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk

 

24. PUBLICATION

 

During the term of this Agreement PValyou may use your name and logo in order to issue press releases, statements, and promotional and other materials mentioning and/or describing your use of the Services.

 

25. CONTACT US

 

If you have any questions or comments about these Terms or the practices relating to the Site, please contact us val@pvalyou.com and we will make an effort to reasonably respond to your inquiry.