GENERAL TERMS OF USE

 

ECN Group Ltd, (“ECN“, “Company”, “we” or “us”) welcomes you to our unique platform, developed by us, that helps managers uncover their unique management potential (the “Platform”). The purchaser can be a natural person that benefits directly from the Platform as an end user, respectively an organization that purchased the license to be used by certain persons designated as end user) (“you” or “your“), namely by the employees, collaborators or legal representatives appointed by the organization – (the persons accessing the Platform, namely: you as natural person that purchased the license and access the Platform, respectively the persons appointed by you as legal person to access the Platform, being referred to hereinafter as “End Users” or “Users”).  You may only use the Platform in accordance with the terms and conditions hereunder.  YOU HEREBY REPRESENT THAT YOU HAVE THE FULL POWER AND AUTHORITY TO BIND YOUR ORGANIZATION WITH RESPECT TO THIS AGREEMENT, RESPECTIVELY THAT YOU HAVE THE FULL POWER AND AUTHORITY TO BIND YOURSELF WITH RESPECT TO THIS AGREEMENT (FOR THE SITUATION IN WHICH YOU ARE THE END USER).  FOR THE AVOIDANCE OF DOUBT, ANY ACT OR OMISSION PERFORMED BY YOU OR THE USERS IN CONNECTION WITH THE PLATFORM SHALL OBLIGATE YOUR ORGANIZATION, RESPECTIVELY SHALL OBLIGE YOU (IN THE SITUATION IN WHICH YOU ARE ALSO THE END USER).

 

By entering, connecting to, accessing or using the Platform, you acknowledge that you have read and understood the following terms of use (the “Agreement”) and you agree to be bound by it and to comply with all applicable laws and regulations regarding your use of the Platform (including the Privacy Policy and the Terms of Use for End User if applicable – the aforementioned documents together with the present Agreement being referred to collectively as “ToU”), and you acknowledge that this Agreement constitutes a binding and enforceable legal contract between us and you.

 

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE THE PLATFORM IN ANY MANNER.

 

  1. SCOPE OF USE
  • Limited License. Subject to the terms and conditions of this Agreement and the ToU, we hereby grant to you, a limited, nonexclusive, non-transferable, non-assignable (by operation of law or otherwise), revocable, royalty-free right and license, without the right of sublicense, solely for the use of the Platform in the manner and for the purpose of uncover you, and/or your employees’ and/or other Users’ unique management potential (the “License”).

 

  • Access to the Platform. Within the conditions of the Privacy Policy, we shall activate an account for each User for the access and use of the Platform, through which you (if you are also the End User), respectively any of your employees or other staff members (if you are an organization which purchased the licenses for them to be used by certain appointed persons) shall be directed to the Platform.

 

  • Obligations, Representations and Warranties. You hereby represent and warrant that you have and will retain all rights, permissions and licenses necessary to enter and perform your obligations hereunder. You guarantee that the Users will use the Platform, during the term of this Agreement, in a careful and proper manner in accordance with the Platform documentation (including, but not limited to, this Agreement, the End User Terms of Use and our Privacy Policy), and in compliance with all laws, ordinances or regulations relating to the use of the Platform, including but not limited to, applicable restrictions concerning the processing of personal data (if the case shall be), the protection of privacy and any intellectual property rights. We shall retain right to modify and/or update the Platform from time to time, at our professional discretion, without however negatively affect the well-functioning of the Platform for the End Users which are using it at that time.

 

You will take any action reasonably requested by us to maintain or improve the use or functionality of the Platform. You are informed and will inform the End Users in regards to the rights had (including those specified in the End User Terms of Use and by the EU Regulation 679/2016 on the protection of natural persons with regard to the processing of personal data and on the free circulation of such data – referred to hereinafter as “GDPR”, if this regulation applies), as well in regards to the essence of the Agreement or other contract concluded with ECN or the distributor of the Platform, if such formalities shall be required under the applicable legislation. Also, you will obtain all permits and/or consents required by law, if any, for the use of the Platform by all Users. Should you be the one that purchased the licenses for your own personal benefit, being thus also the End User, the aforementioned obligations do not apply, and your rights regulated by GDPR deriving therein (such as the right to be informed) shall be ensured through the ToU, especially the ECN Privacy Policy.

 

Without derogating from the above, it is hereby clarified that you as End User, respectively any of your employees or collaborators (if you are an organization that purchased the licenses in order for certain natural persons to benefit from the Platform as End Users) who’d like to use our Services, will have to review and agree to the Company’s Terms of Use for End Users (as defined below) and the Privacy Policy before beginning the Program accessible on the Platform. 

 

  • Intellectual Property

The Platform, our proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to us and are protected by applicable copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you nor the Users hereunder are reserved by us and our licensors.

 

  • License Restrictions. Neither you nor the Users shall: (i) alter, modify, debug, reverse engineer, or decrypt the software underlying the Platform or any part thereof, nor attempt to do any of the foregoing; (ii) create derivative works or make copies of such software, the Platform interface or documentation; (iii) remove any of our proprietary marks appearing in the Platform or documentation without our written consent obtained prior thereto; or (iv) disclose the results of any benchmarking of the Platform or use such results for its own competing development activities. You or the Users may not assign, rent, transfer, or sell any of your rights under this License or this Agreement without the prior written consent of us.

 

  • Use of Your Name. We may use your name (as in, the organization’s name or your personal name if you are also an End User) in our promotional material such as press releases, advertising, mailings or any promotional activity, provided, however, we obtain your approval to such marketing material prior to publication.

 

  • Users Consent. Any User’s access and use of the Platform shall be contingent upon such User granting his/her consent to the terms of use to end users, available at https://myexecutivemirror.com/terms-of-use/(the “Terms of Use for End Users”), thus including the consent to the Privacy Policy available at https://myexecutivemirror.com/privacy-policy/ . For the avoidance of doubt, any User who shall not approve the terms of the Notice (which specify that the User has reviewed, understood and consented to the Company’s ToU, including the Terms of Use for End Users and the Privacy Policy) upon accessing the Platform, shall not be able to use the Platform and we shall not have any responsibility and/or liability in that respect. Neither you nor the Users may alter the terms of the Notice or agree to any conflicting, different or additional terms from those set forth in the Notice without our prior written consent.

 

In the event that your agreement with the Users shall include provisions which contradict the provisions under this Agreement, the ToU or the Notice, such understandings shall not be opposable to us and if we shall suffer any damages, you shall indemnify us for any and all costs and damages arising to us from any such contradiction. This clause does not apply if you are the End User.

 

  • We may collect, store use and publish statistical, anonymous, analytical, non-personal, encrypted data derived from the use of the Platform (the “Metadata”), all subject to applicable law. We shall not collect and store other information or data resulting from your and/or Users’ use of the Platform other than the Metadata, without your respectively your User’s prior explicit consent.

 

  1. TERM & TERMINATION

This Agreement shall remain in effect until terminated as set forth herein. Your or the End Users’ failure to comply with any of the terms and conditions herein shall terminate your license and this Agreement. In addition, you may terminate this Agreement at any time by stopping the use thereof by the User, and this will be your sole remedy in such circumstances. In such circumstance and upon termination of this Agreement in the event of your/ End Users’ failure to comply herewith: (i) the license and all other rights granted to you hereunder will automatically terminate; (ii) you must immediately ensure the use ceasing of the Platform; and (iii) the provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive.

 

  1. LIMITED WARRANTIES

THE LIMITATIONS OF WARRANTEES INDICATED IN THE END USERS TERMS OF USE, APPLY. THUS, TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND ECN, INCLUDING ITS VENDORS, OFFICERS, DISTRIBUTORS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “ECN’S REPRESENTATIVES“),  DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER OR DATA SUBJECT RIGHTS UNDER YOUR LOCAL OR EUROPEAN LAWS THAT THIS AGREEMENT CANNOT CHANGE.

WE DO NOT WARRANT (I) THAT THE SITE IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE, AND/OR (III) MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE (INCLUDING THAT THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS).  THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE, AND IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND INFORMATION DISPLAYED WITHIN THE SITE.

WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY OTHER THAN ECN.

WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

YOU AGREE THAT USE OF THE SITE, THE QUESTIONNAIRE, THE REPORTS, THE COURSE AND/OR THE CONTENT AVAILABLE THEREIN IS ENTIRELY AT YOUR OWN RISK, RESPECTIVELY THE RISK OF THE END USER AND NOT OF THE COMPANY.

ANY ADDITIONAL LIABILITY CAN BE UNDERTOOK BY ECN, IF A SEPARATE AGREEMENT OR ADDENDUM DEROGING FROM THE TOU AND/OR THE PRIVACY POLICY, SHALL BE SIGNED IN THIS REGARD. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

 

  1. LIMITATION OF LIABILITY

THE LIMITATIONS OF LIABILITY INDICATED IN THE END USERS TERMS OF USE, APPLY. THUS, TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL ECN, INCLUDING ECN’S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION) ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE SITE AND/OR THE CONTENT, YOUR/END USER’S USE OR INABILITY TO USE THE SITE AND/OR THE CONTENT AND/OR THE FAILURE OF THE SITE TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM THE PERFORMANCE OR FAILURE OF ECN TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF ECN BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ECN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE AFOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, ECN’S AND ECN’S REPRESENTATIVES TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR/END USER’S USE OR INABILITY TO USE THE SITE OR THE CONTENT SHALL BE LIMITED TO $US1.00.

INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.

 

  1. INDEMNIFICATION

You agree to defend, indemnify and hold us and our representatives harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your, and/or your Users use, misuse of, inability to use and/or activities in connection with the Platform; (ii) your, and/or your Users violation of this Agreement; (iii) your, and/or your Users violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to use of the Platform; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you, or your Users may cause to any third party with relation to the Platform. It is hereby clarified that this defense and indemnification obligation will survive the Agreement, the finalization of the Program, the termination of the contract concluded with ECN or its distributor for the Program’s use, the erasure or cancellation of the User’s Account. In case of acts or omissions performed by the End Users, the Company can freely decide if the claim shall be brought directly against them or against the organization as guarantor of the User’s adequate conduct (clause applicable hence if the End User is not you). Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you and the User will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you in relation to the Program or ECN, without first obtaining our prior express written approval.

 

  1. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The same applies for all ToU. This Agreement is not assignable, transferable or sublicensable by you and/or End User except with our prior written consent and any such attempted assignment or transfer will be void.  We may transfer and assign any of our rights and obligations under this Agreement without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Any derogatory clause must be expressly agreed upon by ECN in order to have any legal effect in relation to the Company. A breach by you, by the User of your promises or obligations, respectively User’s representations hereunder, may result in irreparable and continuing damage to us for which there will be no adequate remedy at law, and we will be entitled to seek injunctive relief and/or specific performance, and any other relief as may be proper. We may, at our sole discretion, change this Agreement from time to time, including any other policies incorporated thereto (such as the End User Terms of Use and the Privacy Policy), so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Platform. Such material changes will take effect seven (7) days after such notice was provided on our Platform and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Otherwise, all other changes to the ToU are effective as of the stated “Last Revised” and your/Users’ continued use of the Platform on or after the Last Revised date will constitute acceptance of, and Agreement to be bound by, those changes. In the event that the Agreement should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither you nor the User have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. This Agreement will be governed by the laws of the State of Israel without regard to its conflict of laws. This Agreement is in the English language only, which language will be controlling in all respects, and all versions hereof in any other language will be for accommodation only and will not be binding upon the parties hereto.