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Terms and Conditions Ingram Micro Israel


IngramMicro24
Terms and Conditions

[Last revised: 30th July, 2018]

Welcome to www.IngramMicro24.com (the "Website"), a website owned and operated by Ingram Micro Israel Ltd., a limited liability company, with registered address at 9 Kehilat Saloniki Street, Tel Aviv, Israel (the "Company" or "We"), that offers you the use of the IngramMicro24 Platform (the " Platform") for the purpose of purchasing products and services from different suppliers (each "Supplier") as additional services and functionalities related to the Company that may vary from time to time (the "Services").

1. General

1.1. These Terms and Conditions ("Terms") govern your (" you", "your" or "User") use of the Platform and the Website. We strongly recommend that prior to using our Services you carefully read through these Terms and any linked documents, including our Privacy Policy and Terms of Sale

1.2. Please note that these Terms constitute a legally binding agreement between you and the Company, and if you do not agree with these Terms or any changes hereto, you may not use the Services.

1.3. We may modify these Terms from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of this page and any modifications shall be effective immediately upon such publication. By continuing to use the Website after any changes come into effect, you are deemed to agree to the revised Terms.

2. Eligibility

2.1. Our Platform is available to Users who are acting on the behalf of legal entities and entrepreneurs and in no way is indented for consumers in the meaning ascribed to this term in the Consumer Protection Law, 1981.

2.2. You may not use the Website if: (i) you are prohibited by local laws and regulations from using the Website; or (ii) you are not fully able and competent to enter into a binding contract with the Company.

2.3. The Company will not allow access to the Services to those Users or Recipients in any of the territories restricted pursuant to any applicable law.

3. The Services

3.1. Through the Website and the Platform the Recipient and the User shall gain access inter alia to the following on-line information and services:

(a) purchase of Goods and Services from the Suppliers as governed by the Terms of Sale;

(b) information concerning Services and the terms of sale thereof;

(c) information concerning Services as part of the Company’s warranty and post-warranty services as provided by the Suppliers;

(d) providing and receiving information concerning transportation of goods purchased from the Company by the Recipient;

(e) obtaining information from the Company’s accounting system, concerning payments made by the Recipient on account of purchase contracts made with the Company, and history of transaction settlements between the Parties;

(f) obtaining information about the scope of technical support services provided by the Company to the Recipient;

(g) obtaining information about any clearance sale of Goods by the Company, and purchasing by the Recipient of goods offered by the Company on auctions, on terms and conditions set forth separately;

(h) for those manufacturers using the Platform – on-line communication between the User, the Company, and manufacturers;

3.2. The Company reserves the right to modify the scope of information and Services at any time.

3.3. As part of services provided through the Website, the Company can organize promotions and incentive programs to boost the sales of Services or Goods offered by the Company, directly for the User as a representative of the Recipient, and/or for the Recipient. Such promotions and incentive programs may be subject to separate Terms and Conditions.

4. Registration

4.1. All Users (whether registered or not) are afforded a limited right to browse certain areas of the Website and Platform. However, only Registered Users with a valid user name and for the Website are able to place Purchase Orders via the Platform.

4.2. The registration process includes creating an account on the Website (the "Account") for both User and the legal entity on behalf of which the User acts (the "Recipient") for which the User must complete an online registration form (the " Registration Form").

4.3. When filling out the Registration form the User shall provide information, including:

(a) With respect to the User – full name, email address, country of residence, phone number.

(b) With respect to the Recipient – (i) the Recipient's full name, tax identification number, full registered address, billing address or email; (ii) credit card information – card number, expiration date, CVV, full name on card.

4.4. Once the Registration Form is submitted, the User shall receive an e-mail from the Company with an Account activation link to the email address provided on the Registration Form (the " Activation Link"). The User must activate the User Account by entering the Activation Link within 10 days. In absence of such activation, the Company may delete the User account without further notice.

4.5. Upon the activation of a User Account, the User must create a Recipient Account and link his User Account to that Recipient Account (in the event the Recipient Account already exists, only the linking process is required). If a User Account is not linked to any Recipient Account, the Company may delete such User Account within 10 days without further notice.

4.6. In addition to the information provided, the User shall also enclose the Company a copy of the following documents:

(c) The Recipient’s incorporation documents, as evidenced by the registering country and tax identification particulars ("Incorporation Documents");

(d) A document according to which an authorization was granted to the User by the Recipient to act on behalf of the Recipient or the designated authorization form available on the Website, signed by authorized representatives of the Recipient (each the "Authorization Document").

The Authorization Document shall be sent to the Company via the email address detailed in Section ‎13.1 below within 21 days as of the registration date. After that period, if the documents were not sent, the Company reserves the right to delete the Recipient account.

4.7. The Recipient may be represented by more than one User provided at least one of the Users has the authorization to manage the Recipient's Account (the "Managing User"). Pursuant to the Authorization Documents provided to the Company, the Company shall manage all User Accounts of the Recipient by adding/deleting accounts and granting/revoking particular privileges to act on behalf of the Recipient on the Website.

4.8. For the avoidance of doubt, we reserve the right, at any point in time (whether prior to completion of the registration or afterwards), to refuse to open an Account for you, to suspend or cancel your Account and exclude you from using the Website and/or Platform if you fail to comply with any terms of these Terms and/or additional rules and guidelines of the Website.

4.9. In the event actions referred to in section ‎3.8 above are taken by the Company, it is hereby clarified, that such actions do not derogate from any liability of the User or the Recipient for their activities that caused the suspension or deletion of the account. The Company reserves the right to refuse any re-registration and maintenance of an Account of a User or a Recipient, for which such actions have been taken.

4.10. The User is responsible for maintaining the confidentiality of his and the Recipient's access information and for restricting access to the User's computer.

5. Accuracy and Completeness of Information

5.1. The User agrees to provide true, accurate, current and complete information about himself and the Recipient during the Registration process. The User is responsible for ensuring that the information provided by him is true and accurate.

5.2. The User undertakes to notify the Company immediately upon any change in any of the details provided by the User to the Company with respect to both User’s and Recipient, using the designated form available on the Website. It is noted that the User cannot change an account name once it is adopted during the registration process.

5.3. In the event incorrect details are provided to the Company at the time of the Registration process, the Company will not be held responsible for the Purchase Order of the product reaching an incorrect destination and in any such case, the Recipient shall be charged for the shipping and handling fees.

6. Products Provided by Suppliers

6.1. All descriptions of products or services currently offered through the Platform by a supplier ("Products") or pricing of Products appearing in the Website or the Platform are subject to change at any time without notice, at the sole discretion of the Company.

6.2. It is hereby clarified that all technical data and parameters appearing on the Website are only binding if they have been confirmed in writing by the Supplier in the Confirmation Document as defined in Section ‎6.2 below.

6.3. The Company reserves the right to limit the availability of the Website and/or the Services to any person, geographic region or jurisdiction and to discontinue any Product at any time.

6.4. When a limited quantity of Products only is available for promotional or clearance sale, the Company will confirm Purchase Orders for those Products in the order that they are received, until inventory is depleted.

7. Purchase Orders

7.1. In order to purchase Products, the User must place an order on behalf of the Recipient by filling out the on-line designated form in the Website ("Purchase Order"). The Managing User may limit the value of Purchase Orders which can be placed by other Users on behalf of the Recipient.

7.2. Upon placing a Purchase Order on behalf of the Recipient, the User shall receive an order confirmation email which includes the details of the transaction , including price, delivery terms and warranty terms, to the email address provided on the Registration Form (the "Confirmation Document"). The Confirmation Document constitutes a contract between the Supplier and the Recipient, made via the Platform. No Purchase Order shall be deemed accepted absent the Confirmation Document.

7.3. The Supplier reserves the right to fulfil any particular Purchase Order in several steps, upon prior notification to the Recipient.

7.4. Where it is necessary to establish additional financial conditions in order to fulfil a Purchase Order (such as additional collateral, prepayment or trade credit) – the User shall be notified of the verification of financial conditions and shall contact the Supplier to agree upon the financial conditions of the order fulfilment.

7.5. The Supplier can condition grant of a trade credit to the Recipient on the Recipient’s existing credit history and submission of valid financial documents and Incorporation Documents, as well as provision of collateral. The Supplier may refuse a trade credit without providing a reason. In the event that a Supplier withdraws its decision to grant a trade credit after a Purchase Order has been accepted, the Supplier can make fulfilment of such order conditional on the Recipient’s provision of any additional collateral or making a prepayment, to secure the Supplier’s receivables arising of the sale. The collateral shall be each time agreed on a case-by-case basis.

7.6. The Company and the Supplier reserve the right to limit the quantities of any Product that is offered via the Platform at any time, at the Company's and the Supplier's discretion.

7.7. In the event of unavailability of some Products covered by the Purchase Order, the Recipient will be notified about the order status to decide the Purchase Order fulfilment method (including but not limited to: partial delivery, longer waiting time, cancellation of the entire order).

7.8. The Supplier may refuse to fulfil, or suspend fulfilment of any Purchase Order if the Recipient has any past due balances relating to any Purchase Orders that are already fulfilled.

7.9. The Company and the Supplier reserve the right not to accept payment, and not to confirm any Purchase Order for any reason, including, but not limited to, in the event of supply problems whether they are within the Company's control or within the control of the Supplier.

8. Prices

8.1. All Purchas Orders, are payable in New Israeli Shekels..

8.2. The prices presented on the Platform and the Website are exclusive of taxes (VAT and other taxes applicable on the date of the Purchas Order) and treatment and forwarding expenses, unless otherwise indicated. For Purchase Orders to be delivered outside of Israel the Recipient is considered to be the importer of the Products concerned and customs duties or other local taxes, including but not limited to VAT, or import duties or state rights may be applicable. These rights and sums are not within the Company's purview. They will be at the Recipient's expense and its responsibility both in terms of declaration and payments to the relevant authorities.

8.3. The Company and the Suppliers reserve the right to change prices, terms and/or specifications for the Products which can be purchased via the Platform at any time without prior notice. The binding price for Products is the price prescribed by the Supplier in the Confirmation Document . The Company is not liable to Users, Recipients or any third-party for any modification or price change as described in this section.

8.4. Without derogating from the aforesaid, any price confirmed by the Supplier in the Confirmation Document may be subject to change following the changes in the price by the Product manufacturer. When this is the case, the Supplier shall notify the User on behalf of the Recipient of the price change. If within 7 days of the transmission date of such notification, the Recipient did not windrow the Purchased Order, the Recipient is considered to have confirmed and accepted the changed price.

9. SpecialManufacturer Price

9.1. Upon a written request from the Recipient, the Supplier, acting on behalf of the Recipient, will inquire the manufacturer about qualifying conditions of manufacturer prices ("Special Manufacturer Price").

9.2. By placing a Purchase Order for any Products that have a Special Manufacturer Price, or by requesting Special Manufacturer Prices, the Recipient represents that it accepts the conditions of the Special Manufacturer Price offers as set forth by the Product manufacturer and is bound by the same. Should the Product manufacturer or the Supplier find out that the Recipient has infringed the aforesaid conditions or should the Special Manufacturer Price offer be withdrawn, the Recipient acknowledges and accepts that the price of the Products will increase.

9.3. The Special Manufacturer Price may be changed at any time, both before and after the Products are delivered. If this is the case, the Supplier shall notify the User on behalf of the Recipient of the price change and issue a sale invoice detailing the increased prices. In such case, the Recipient agrees to pay the increased price in the time specified by the Supplier and may not withdraw the Purchase Order. For the removal of doubt, then dealing with the manufacturer with respect to the Special Manufacturer price, the Supplier only serves as an agent of the Recipient and shall bare no responsibility with respect to any changes made by the manufacturer.

10. Payment

10.1. Payment for Purchase Orders shall be made by the due date indicated in the Confirmation Document (the "Due Date"). In the event of the Recipient fails to settle payment up until the Due Date or in the event of default of the Recipient in payment, the Recipient shall be liable for the interest caused by the delay, for each day of the delay, as long as the full sale price for the Products remains unpaid, all as detailed in the Confirmation Documents and the.

10.2. All payments are made by (i) credit card; (ii) wire transfer to the Supplier’s account indicated in the Confirmation Document; or (iii) in cash up to the amount permitted under any law, upon the collection of Products from the Supplier's warehouse as detailed in Section ‎11 below. We reserve the right to change the method of payment at any time.

10.3. The date when the Supplier’s account is credited, or cash payment is made at the Supplier’s cash desk, is deemed the payment date. Any late payment shall be subject to interest as detailed in the Terms of Sale.

11. Delivery

11.1. The Products covered by the Purchase Order will be delivered through a freight forwarder or carrier contracted by the Supplier to the shipping address entered by the User on behalf of the Recipient during the submission of the Purchase Order (the "Shipping Address"). The User on behalf of the Recipient can make changes to the Shipping Address through the Platform, no later than before commencement of the delivery process by the Supplier.

11.2. The Company and the Suppliers are not liable for any mistakes made by the User on behalf of the Recipient when completing a Purchase Order causing non-delivery, including when provided with an incorrect Shipping Address. Costs of reshipment and reprocessing of such Purchas Order are carried by the Recipient.

11.3. The Product shall be delivered to the Shipping Address within the time specified on the Confirmation Document (the "Delivery Period"). In the event the Delivery Period extends to a longer period of time, the Supplier shall be liable only to the extent that such late delivery is caused exclusively by the Supplier, and in no event will the total liability of the Supplier for any claim related to the delivery exceed the greater of the Supplier's net profit earnable with fulfilment of such Purchas Order.

11.4. In any event that the Delivery Period extends to a longer period of time due to reasons beyond the Company's and Supplier's control including force majeure or the Recipient unavailability to receive the Products, the Company and the Suppliers shall not be held liable for such late delivery.

11.5. The Recipient shall bear any costs for transportation on terms set forth individually for each Purchas Order. Costs for transportation can be added directly to the sale invoice or be charged in a separate invoice. It is clarified that the Recipient alone is obligated to calculate and pay any and/or all additional charges which may be applicable to the Recipient or otherwise arising as a result of the Recipient receiving the products.

11.6. The Recipient will assume all responsibility in ascertaining that the country of receipt will be able to receive shipment and delivery of the Products and the Company or the Suppliers shall not be held liable for any and all matters or policies concerning the shipment and/or delivery of the Products to any country.

11.7. The risk in the products passes on to the Recipient when the products are delivered to the Recipient, on accordance with the agreed delivery method as detailed in the Confirmation Document or its agent.

12. Self-collecting

12.1. The Recipient can choose to receive the Products by collecting the Products from the Supplier’s warehouse. In this case, the Supplier shall send the User on behalf of the Recipient an email confirming that the Products are ready for collection (the "Collection Confirmation").

12.2. The Recipient can collect the product within 14 days as of the date of the Collection Confirmation. If the products are not collected within that period, the Supplier has the right to resell the products, and a new Purchas Order fulfilment date will be communicated to the Recipient by the Supplier. In addition, the Supplier is entitled to charge a contractual penalty fee of 1% of the value of products for each 10 days period, starting from the date of the Collecting Confirmation.

12.3. Where Products are collected from the Supplier’s warehouse by the Recipient, the risk in the products passes onto the Recipient when the goods are released from the Supplier’s warehouse.

13. Cancellation and Return of Products

13.1. The Recipient may withdraw a Purchase Order not later than by the date on which the User on behalf of the Recipient received the Confirmation Document from the Supplier.

13.2. Upon their receipt of the Products, it is the Recipient's obligation to inspect the delivered Products for quality, quantity, and conformance promptly. In the event the Products received do not meet the specifications as provided by the Supplier in the Confirmation Document, the Recipient must notify the Supplier thereof in writing within 3 days as of the date of the receipt ("Cancellation Notice"). If such incompatibility was proven to the Supplier satisfaction, the Products can be exchanged or refunded.

13.3. For any claim for exchange or refund the Recipient must return the Products complete and in their original condition within 30 days of the Cancellation Notice. The exchange or refund shall be made according to the following terms:

- Refund of Products shall be made within21 days as of the receipt of the Products by the Supplier.

- Exchange of Products shall be made in coordination with the Supplier

13.4. Without derogating from the above, in the event that, the specifications for any Product ordered by the Recipient are subsequently changed for reasons beyond the Supplier’s control (including but not limited to improvements made to the Products by the manufacturer, or technical developments), the Supplier will notify of such changes to the User on behalf of the Recipient. If within 7 days of the Supplier’s notification, the Recipient does not withdraw the Purchase Order, the Recipient is considered to have confirmed and accepted the modified Products.

14. Warranty

14.1. Some of the Services are subject to sale contracts between the Supplier and the Recipient are covered by a manufacturer’s warranty. Warranty obligations are carried out on behalf of the manufacturer by entities specified by manufacturer.

14.2. The Supplier’s liability in implied warranty for goods subject to contracts made with the Recipient is hereby excluded.

15. Availability of Goods for Promotional and Marketing Purposes

15.1. The Supplier can make goods temporarily available to the Recipient on a loan-for-use basis, so that properties and qualities of those goods can be demonstrated to subsequent buyers.

15.2. A request to make goods available for promotion and marketing may be placed through the Platform by the User.

15.3. Following the approval by the Supplier, the request placed through Platform shall constitute the execution of a contract of lending for use on the following terms and conditions.

15.4. Specific terms and conditions of making goods available for promotional and marketing purposes may be provided by the Supplier following such request and as a condition to the approval thereof.

16. Customer Support

16.1. You may contact the Company in connection with anything related to the Platform and/or the Services at any time via our customer support, which is available at support@ingrammicro.co.il

16.2. Any communication with the Company's customer support will be handled in the utmost care and without any delay by the Company's customer support representatives and will be escalated to the relevant people where necessary.

17. User and Recipient Conduct and Responsibility

17.1. By creating a User Account and Recipient Account, the User:

(a) agrees to all provisions of these Terms, as applicable on the Registration date and in force in the Company;

(b) confirms that he is authorized to represent the Recipient and accept on its behalf these Terms, as applicable on the Registration date and in force in the Company;

(c) confirms the accuracy of information provided in the Registration Forms;

(d) consents to the gathering and processing by the Company of data as detailed in the Company's Privacy Policy ;

(e) consents to the receiving of commercial information and other communications to the user’s e-mail address provided during the Registration process as detailed in the Company's Privacy Policy ;

17.2. The User agrees not to use an account of other Users, impersonate any person, misrepresent any affiliation with another person, entity or association, use false details or otherwise conceal his identity from the Company for any purpose.

17.3. The User and the Recipient undertake to maintain confidentiality and to not disclose to any third party information pertaining Suppliers' business offers, calculations, designs, drawings, and other technical data that the User and the Recipient may be exposed to during the transaction with the Supplier.

17.4. In addition to other prohibitions as set forth in the Terms, you are prohibited from using the Services and/or Website or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website and/or Services or any related website, other websites, or the internet. We reserve the right to terminate your use of the Website and/or Services for violating any of the prohibited uses.

18. Indemnification

18.1. The User and the Recipient shall indemnify and hold us and our directors, officers, shareholders, employees, advisors, contractors, subsidiaries and affiliates harmless against all direct and indirect claims, liabilities, damages, losses, obligations, injuries, penalties, claims, suits, actions, disbursements, costs, legal fees and expenses (whether actual or contingent) arising from: (i) the User or Recipient breach of these Terms; (ii) any of the User or Recipient acts or omissions in connection with these Terms; and/or (iii) any legal proceedings initiated by or on behalf any third party against us as a result of or in connection with the User's or Recipient's acts or omissions in regard to these Terms.

19. Availability

19.1. The Company undertakes that it will use its reasonable best efforts to attempt to provide the Services and access to the Platform 24 hours a day, 7 days a week. However, there will be occasions when access to the Platform will be interrupted for maintenance, upgrades and repairs that you acknowledge is a necessary function conducted by the Company or as a result of failure of telecommunications links and equipment that are beyond the Company’s control. The Company shall bear neither responsibility nor liability for any loss of revenue that may result from such downtime.

19.2. The Company may modify or discontinue, temporarily or permanently the services and/or the Platform, or any portion thereof. In such case, the Company will notify you in advance and provide you an opportunity to access your account prior to discontinuation.

19.3. The Company may, from time to time, release new tools and resources on the Platform or introduce other services and/or features for the Platform. Any new services and features will be subject to these Terms as well as any additional terms of use that we may release for those specific services or features.

19.4. The Company may limit the Platform's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

20. Limitation of Liability

20.1. The Company only provides the technical means, and a venue, for Users and Recipients to purchase Products from Suppliers. We specifically disclaim any liability with regard to any actions resulting from User’s, Recipient's and Supplier's use of or participation in, or arising from, the Platform and the Content, including any claims of error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of data or information and any direct or indirect loss which arises from any of these occurrences with respect to the Services and/or Advertisements.

20.2. The Company is not responsible for any problems or technical malfunction of any internet or telephone network or lines, computer on-line systems, servers or providers, computer equipment, software failure of email on account of technical problems or traffic congestion on the internet. The Company shall not be responsible or liable in the event of systems or communications errors, bugs or viruses relating to the Services or which will result in damage to any hardware and/or software. The Company shall not be responsible or liable for any actions or omissions of internet service provider or any other third party with respect to the Services which are beyond the Company's control.

20.3. In no event will the Company be liable towards the User, the Recipient, or any third party for any direct, indirect, incidental, punitive, special or consequential damages, including damages for loss of profits, business, revenue, economic advantage, data, equipment or network downtime, regardless of whether the Company was made aware of the possibility of the occurrence of such damages.

20.4. The Services and/or Advertisements are provided "as is", and neither the Company nor any of its directors, officers, shareholders, employees, advisors, contractors, agents, subsidiaries and affiliates make any warranty or representation, whether express or implied (whether by law, statute, or otherwise), including but not limited to implied warranties and conditions of merchantability, satisfactory quality, fitness for a particular purpose, completeness or accuracy, non-infringement of third parties' rights or of applicable laws and regulation, or that the Services will be uninterrupted, timely, secure or error-free, or that defects will be corrected, or will be free of viruses or bugs or as to results or the accuracy of the Services.

20.5. Without derogating from the aforesaid, in no event will the total liability of the Company and our officers, owners, directors, shareholders, consultants, agents and employees for any claim related to the Services exceed the greater of 1,000 EUR or the total amount paid by you to the Company in relation to the Services, if any, during the three (3) months before the act or omission giving rise to the claim. jc

20.6. The limitations in this section apply to all claims, whether based on warranty, contract, tort (including negligence), strict liability or any other legal theory, whether or not we have been advised of the possibility of such damages, even if a remedy set forth in these Terms is found to have failed its essential purpose. Some jurisdictions do not allow the exclusion of consequential or incidental damages, so some of the exclusions in this section may not apply to you.

20.7. The Company and the Supplier shall not be liable for any differences in the appearance (colour, proportions, etc.) of the offered goods resulting from individual settings of the User's computer and such shall not give grounds for making a complaint about the purchased goods.

20.8. The Supplier will be solely liable under a contract made with the Recipient to the extent that the failure to perform, or improper performance of the contract is caused exclusively by the Supplier’s failure, and in any case up to the Supplier’s net profit earnable from the contract made with the Recipient, and Company's liability is specifically excluded. The Supplier is not liable for any other damage in the Recipient, including the Recipient’s lost profits or income arising out of, or in connection with the failure to perform, or improper performance of the Supplier under the contract.

21. Intellectual Property

The Company's name and logo are owned by the Company and constitute the Company's intellectual property. All other trademarks appearing on the Platform are trademarks of their respective owners. Our partners may also have additional proprietary rights in the content which they make available through the Services and the Platform. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Platform should be construed as granting, by implication, estoppels or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.

22. Termination and Modification of the Services

22.1. We may terminate the User's or Recipient's password, Account (or any part thereof) or use of the Services and the Platform, in our sole discretion, for any reason, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms.

22.2. We may also terminate the User's or Recipient's Account upon receiving reliable information involving the User's or Recipient's violation of any law, and will cooperate with law enforcement agencies on such matters. We may also, in our sole discretion and at any time, discontinue providing the Services, or any part thereof, with or without notice.

22.3. Any termination of the User's or Recipient's access to the Platform under any provision of these Terms may be effected without prior notice, and we may immediately deactivate or delete the User's or Recipient's Account and all related information and files in said Accounts, and/or bar any further access to such files or the Services. Further, we shall not be liable to the User or Recipient or any third party for any termination of your access to the Platform.

23. Third-Party Commercials and Links

23.1. We may provide you with access to third-party commercials, including, but not limited to, in the form of images, promotions, features and videos relating to the products ("Commercials"). You acknowledge that we have no control over and no responsibility to monitor any Commercials and that you use them at your own risk and discretion. You understand that your reliance on the Commercials with respect to the products is not related to us and that we merely offer a platform for the Commercials to be displayed.

23.2. Third-party links on the Website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy of these websites and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

23.3. We are not liable for any harm or damages related to the purchase or use of products, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

24. Privacy Policy

24.1. The Company collects information, including Personal Information for the purpose of providing the Services.

24.2. The Company's protection of data and collection practices for data is reflected in the Company's Privacy Policy. You agree to the Company's use of your data in accordance with the Privacy Policy.

25. Notices

25.1. All notices to be given by the Company will be sent by email, to the email address provided by you to the Company during the Registration process. You agree to monitor your email messages and/or the Platform frequently to ensure awareness of any notice sent.

25.2. Any notice to the Company will be given by contacting the Company by emailing us to jc@ingrammicro.co.il

25.3. The Company may broadcast, distribute or display notices or messages through the Platform to inform you of changes to these Terms, the Services and the Platform, the Privacy Policy or other matters of importance. Such broadcast, distributions or displays of information shall constitute notice to you.

25.4. Notices shall be deemed given 24 hours after an email is sent. Alternatively, legal notices may be given to the registered address provided by you during the registration process. In such case, notice shall be deemed received three days after the date of mailing.

26. Miscellaneous

26.1. These Terms shall be governed by, construed and interpreted in accordance with the laws of the State of Israel without giving effect to any principles of conflicts of law.

26.2. Any action at law or in equity arising out of or relating to these Terms shall be filed only in courts located in Tel Aviv and you hereby consent and irrevocably submit to the exclusive jurisdiction of such courts for the purposes of litigating any such action and you waive any jurisdictional, venue or inconvenient forum objections to such courts.

26.3. You agree that any claim or cause of action arising out of your use of the Services and/or the Platform or these Terms must be filed within 6 months after such claim or cause of action arose or it shall be deemed waived and forever be barred, notwithstanding any status of limitations or other law to the contrary. Within this period, any failure by the Company to enforce or exercise any provisions of these Terms or related right shall not constitute a waiver of that right or provision.

26.4. No waiver by the Company of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

26.5. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

26.6. The Company may assign these Terms, in whole or in part, at any time with or without notice to you. The User and the Recipient may not assign, transfer or sublicense these Terms or any or all of your rights or obligations under these Terms without the Company's express prior written consent.

26.7. These Terms and the Company's Privacy Policy and Cookie Policy are consisting the entire Terms between the User and the Recipient and the Company relating to the subject matter herein and may not be modified by the User or the Recipient. These Terms will inure to the benefit of the Company's successors, assigns and licensees.

26.8. 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.