Customer Portal - Terms of Use

Terms of Use

These Terms of Use (these "Terms") shall govern your ("You" or "Your") use of the website located at https://prodalim.iqdox.com (the ("Customer Portal"), which provides (i) an online resource for information related to Prodalim Group’s ("We" or "Us" or "Prodalim"), as well as its Products and Services (as such terms are defined below); (ii) an online resource for viewing certain information related to existing transactions and future potential transactions (if applicable) between You and Prodalim related to Prodalim’s Products and/or Services, including, but not limited to, sales contracts, purchase orders, invoices and quotations’ requests related to Prodalim’s Products and/or Services; (iii) an online platform for the placement of new purchase orders and quotations’ requests by You for Prodalim’s Products and/or Services; and (iv) an online platform for exchanging messages, emails and/or other information between You and Prodalim related to Prodalim’s Products and/or Services, including, without limitation, in connection with sales contracts, purchase orders and invoices between You and Prodalim related to Prodalim’s Products and/or Services, as well as quotations’ requests by You related to Prodalim’s Products and/or Services. It is hereby clarified that the Customer Portal does not provide a platform for placing new sales contract(s) for Prodalim’s Products and/or Services. By using or accessing the Customer Portal You agree to be bound by these Terms.

You agree that We may change any part of the Customer Portal, including its content, at any time or discontinue the Customer Portal or any part thereof, for any reason, without notice to You and without liability. You declare that by acceptance of these Terms and/or by accessing or using the Customer Portal, You are of legal age to form a binding contract with Prodalim. If You are agreeing to be bound by these Terms on behalf of Your employer or other person or entity or are otherwise accessing or using the Customer Portal on behalf of Your employer or other person or entity, You represent and warrant that You have full legal authority to access and use the Customer Portal on behalf of Your employer or such person or entity (as applicable) and to bind Your employer or such person or entity (as applicable) to Your actions and to these Terms and in such case each reference to "You" or "Your" in these Terms will also include Your employer or other person or entity, as applicable. If, (i) You do not have the requisite authority, You may not accept these Terms or use or access the Customer Portal on behalf of Your employer or other person or entity, as applicable; and (ii) at some point You do not/cease to have the requisite authority to bind Your employer or other person or entity, as applicable, to Your actions, then immediately thereafter You shall notify Prodalim in writing and You may not (and must refrain from any) further access or use of the Customer Portal on behalf of Your employer or other person or entity, as applicable. You may not use or access the Customer Portal and may not accept these Terms if You are a person barred from using or accessing the Customer Portal under the laws of the country in which You are a resident or from which You use or access the Customer Portal.

We may, in our sole discretion, at any time, (i) refuse to/stop offer and/or sell our Products and/or Services (in whole or in part) to any person or entity; and/or (ii) change (in whole or in part) our Products and/or Services. We may as well, at any time without notice and in our sole discretion, terminate Your right to use the Customer Portal, or any portion thereof, and block or prevent Your future access to and use of the Customer Portal or any portion thereof.

If You violate these Terms, Prodalim reserves the right to issue You a warning regarding the violation or to immediately terminate or suspend Your use and access of the Customer Portal. You agree that Prodalim does not need to provide You with a notice before terminating or suspending Your use and/or access of the Customer Portal, but it may provide such notice in its sole discretion.

Matters related to privacy are also governed by Prodalim's Privacy Policy, available here https://prodalim.com/privacy-policy/ (the “Privacy Policy”), which constitutes an integral part of these Terms by way of reference, and, to the maximum extent permitted by law, by using or accessing the Customer Portal You agree to be bound by its terms and conditions. Unless the context otherwise specifically requires, all reference herein to these Terms, shall also include the Privacy Policy. We advise You to carefully read the Privacy Policy. You acknowledge and agree that between You and Prodalim, only You are responsible for the accuracy and content of Your personal information, and You agree to keep it up to date.

1. Products and Services

Prodalim is engaged in the manufacturing, processing, trading and commercialization of a wide range of Fruits (organic or not), Juice Concentrates, NFC Juices, Singlefruit Blends, Multifruit Blends, Essential Oils & Aromas, Oil & Byproducts, Purees, Pulp Cells, Compounds and Fruit Bases for the Food and Beverage Industry (the “Products”) and in providing various services to its customers related to the Products, including, without limitation, Global Sourcing, Standardizing, Blending, Storage, Distribution and R&D (together with the abovementioned Products’ manufacturing and processing services, the “Services”).

2. Grant of License

Subject to Your agreement and compliance with these Terms, Prodalim grants You a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited scope license to use the Customer Portal. Use of the Customer Portal shall be solely for Your own, private purposes and for no other purpose whatsoever. You hereby acknowledge that Your license to use the Customer Portal is limited by these Terms, and, if You violate or if, at any point, You do not agree to any of these Terms, Your license to use the Customer Portal shall immediately terminate, and You shall immediately refrain from accessing and using the Customer Portal. If the Customer Portal or any part thereof is determined to be illegal under the laws of the country in which You are situated, You shall not be granted any license to use the Customer Portal, and must refrain from accessing and using the Customer Portal.

Our Customer Portal is made available for personal and non-commercial use only. Therefore, You are not allowed to resell, deep-link, use, copy, monitor (e.g., spider, scrape), display, download, reproduce, or use crawlers, robots, data mining or extraction tools of any type in connection with any content or information, software, products or services available through our Customer Portal for any commercial or competitive activity or purpose.

3. Access to and use of the Customer Portal

It is Your responsibility to ensure Your computer or mobile device meets all the necessary technical specifications to enable You to access and use the Customer Portal. Prodalim does not provide You with the equipment to access and/or use the Customer Portal. You are responsible for all fees charged by third parties related to Your access and use of the Customer Portal (e.g., charges by internet service providers or air time charges). Your access and use of the Customer Portal are subject to (i) these Terms; (ii) any additional terms posted on the Customer Portal; and (iii) any additional terms You agree to in connection with the Customer Portal, the Products and/or the Services. By acceptance of these Terms and/or by using or accessing the Customer Portal You agree that all offers from and all orders to (as well as all quotations’ requests to) Prodalim and all agreements and sales contracts, including any amendments thereto, between You and Prodalim for the sale and delivery of Products and/or Services are subject to Prodalim’s General Terms of Conditions of Sale available here (for General Terms of Conditions of Sale of Prodalim B.V.: https://prodalim.com/terms-and-conditions-sales/general-terms-and-conditions-of-sale-of-prodalim-bv/; for General Terms of Conditions of Sale of Prodalim USA Inc.: https://prodalim.com/terms-and-conditions-sales/general-terms-and-conditions-of-sale-of-prodalim-usa-inc/; for General Terms of Conditions of Sale of Prodalim Italia S.r.l: https://prodalim.com/terms-and-conditions-sales/general-terms-and-conditions-of-sale-of-prodalim-italia-srl/; and for General Terms of Conditions of Sale of Prodalim (Shanghai) Trading Co., Ltd.: https://prodalim.com/terms-and-conditions-sales/general-terms-and-conditions-of-sale-of-prodalim-shanghai-trading-co-ltd/) (as applicable, the “GTC”), which constitutes an integral part of these Terms by way of reference, and by acceptance of these Terms and/or by using or accessing the Customer Portal You agree to be bound by its terms and conditions. Unless the context otherwise specifically requires, all reference herein to these Terms, shall also include the GTC. We advise You to carefully read the GTC.

You are exclusively responsible for maintaining the confidentiality of Your username, screen name, password and account which are personal and You are fully and exclusively responsible for all activities that occur under Your username, screen name, password or account. Only You may access and use the Customer Portal and You may not share or distribute to a third party any username, screen name or password for accessing or using the Customer Portal.

4. User Content

You agree that any content published or shared by You (or anyone on your behalf) through or in connection with the Customer Portal or in connection with Your use of and/or access to the Customer Portal is done so through the use of technology and tools provided by Prodalim. You agree that You are publishing and sharing such content willingly and You represent that You own such content or have received the necessary authorizations from third parties, that You have all rights to publish and share said content and that publishing and sharing of the content by You complies with all applicable laws. You grant Prodalim the right to act as an agent on Your behalf as the Customer Portal's operator.

Prodalim does not claim ownership of any videos, data, text, graphics, photographs, or any other content, and their selection and arrangement, provided or uploaded to the Customer Portal by any user and/or provided or shared by any user in connection with such user's use of and/or access to the Customer Portal (collectively, the "User Content"). However, by sending and/or creating and/or sharing and/or uploading and/or publishing User Content and/or using or accessing the Customer Portal You automatically grant Prodalim a non-exclusive, royalty-free, perpetual license of all worldwide rights to share, use, edit, modify, include, incorporate, adapt, record and reproduce such User Content, including, without limitation, all trademarks associated therewith, in any manner whatsoever, in or out of context, in all languages, in all media now known or hereafter, including for the avoidance of doubt commercial, non-commercial and/or promotional use by Prodalim. Prodalim may retain any raw material that You submit, and make internal use of such material including for testing purposes. You hereby agree that any of Prodalim's users may view and use the User Content.

Prodalim may or may not regulate User Content and provides no representations or guarantees regarding the accuracy, quality, or integrity of any User Content posted via the Customer Portal. By using or accessing the Customer Portal You acknowledge and accept that You may be exposed to material You find offensive or objectionable. To the maximum extent permitted by law, You agree that Prodalim will not under any circumstances be responsible or liable for any User Content, including, but not limited to, errors in any User Content or any loss or damage incurred by use of the User Content or for any failure to or delay in removing User Content or any loss or damage to User Content.

Prodalim reserves the right (but shall at no time be obligated) to, in its sole discretion, remove, block, edit, move, disable or permanently delete User Content from the Customer Portal with or without notice for any reason whatsoever. You hereby agree that, to the maximum extent permitted by applicable law, Prodalim shall at no time be responsible or held liable for the presence, removal, modification or blocking of material or User Content that may be considered offensive and shall at no time be obligated to effect such removal other than under applicable law.

5. Rules of Conduct and Usage

You represent and warrant that You have full right and legal authority to accesses and use the Customer Portal and to be bound by these Terms. You agree that You will comply fully with these Terms and all applicable domestic and international laws, regulations, statutes, ordinances that govern Your access or use of the Customer Portal and/or the transmission of technical data exported from the country in which You reside. Without limiting the foregoing and in recognition of the global nature of the internet, You agree to comply with all local and international rules regarding online conduct. You also agree to comply with all applicable laws affecting the transmission of content or the privacy of persons.

You undertake that You shall not defraud, or attempt to defraud, Prodalim or other users, and that You shall not act in bad faith in Your use of the Customer Portal. If Prodalim determines that You have acted in bad faith and/or in violation of these Terms, or if Prodalim determines that Your actions fall outside of reasonable community standards, Prodalim may, at its sole discretion, prohibit You from accessing and/or using the Customer Portal. You agree that Your access and use of the Customer Portal shall be lawful and that You will comply with the usage rules. In furtherance of the foregoing, and as an example and not as a limitation, You agree that You shall not:

• Access or use the Customer Portal if You are barred under the provisions of these Terms or any applicable law;
• Access or use the Customer Portal on behalf of Your employer or other person or entity if You do not have full legal authority to bind Your employer or such person or entity (as applicable) to Your actions;
• Promote, host or display the Customer Portal on any websites that: (i) contain indecent, obscene or pornographic material, hate speech, highly explosive subject matter (as determined by Prodalim at its sole discretion), defamatory, libelous, obscene, gambling related, discriminatory, deceptive, abusive spyware, adware, or other malicious programs or code, unsolicited mass distribution of email, or any illegal subject matter or activities or otherwise offensive content, or content addressed to individuals under the age of 18; (ii) incorporate any materials that infringe or assists others to infringe on any copyright, trademark or other intellectual property rights; (iii) are an incentive-based website, such as a lottery or sweepstakes site which rewards users for clicking on links; (iv) engage in activities that violate Prodalim's Privacy Policy; or (v) infringe any right of any third party or violate any applicable law or regulation;
• Upload, post, transmit or otherwise disseminate any material that is vulgar, indecent, obscene, pornographic, sexual or that is, in a reasonable person's view, otherwise offensive or objectionable;
• Libel, ridicule, defame, mock, stalk, intimidate, threaten, harass, or abuse anyone, hatefully, racially, ethnically or in any other manner;
• Copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except if expressly authorized by Prodalim or by applicable statutory law), modify or alter any part of the Customer Portal;
• Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Customer Portal or the computers of other users of the Customer Portal;
• Advertise, solicit or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages (spim or spam) to anyone;
• Violate the contractual, personal, intellectual property or other rights of any party including by using, uploading, transmitting, distributing, or otherwise making available any information or material made available through the Customer Portal in any manner that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
• Create false personas, multiple identities, use bots or other automated software programs to defraud or which otherwise violate these Terms and/or the terms of service of any third-party applications or social networks through which the Customer Portal is accessed;
• Upload or transmit (or attempt to upload or to transmit), without Prodalim's express consent, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as "spyware", "passive collection mechanisms" or "pcms");
• Improperly use support channels or complaint buttons to make false reports to Prodalim;
• Develop and distribute "auto" software programs, "macro" software programs or other "cheat utility" software programs or applications;
• Encourage any third party to: (i) directly or indirectly generate usage, queries, impressions, or clicks through any automated, deceptive, fraudulent or other invalid means; (ii) edit or modify any tag, or remove, obscure or minimize any tag in any way; or (iii) engage in any action or practice that reflects poorly on Prodalim or otherwise disparages or devalues Prodalim reputation or goodwill;
• Make representations with respect to Prodalim not approved in advance and in writing by Prodalim. You shall obtain Prodalim’s prior written approval to the content of any marketing message, and with respect to any use of Prodalim's trade name and/or trademarks and/or designs in connection with the Customer Portal;
• Engage in any fraudulent activity with respect to payment methods or advertiser tracking mechanisms;
• Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Customer Portal;
• Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Customer Portal; and/or
• Interfere with the ability of others to enjoy using the Customer Portal, including disruption, overburden or aid the disruption or overburdening of the Customer Portal’s servers, or take actions that interfere with or materially increase the cost to provide the Customer Portal for the enjoyment of all its users.

6. Intellectual Property Ownership

Without derogating from any other terms herein, Prodalim and/or its parent companies, subsidiaries and affiliates retain all rights in the Customer Portal materials (including, but not limited to, applications, software, designs, graphics, texts, information, pictures, video, sound, music, and other files, and their selection and arrangement) (collectively, "Customer Portal Materials"). The entire contents of the Customer Portal are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You shall not, nor shall You cause any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Customer Portal pursuant to these Terms or otherwise exploit any of the Customer Portal Materials without Prodalim's explicit, prior written consent. All other uses of copyrighted or trade mark material, including any derivative use, require explicit, prior written consent from Prodalim. Any reproduction or redistribution of materials not in accordance with these Terms is explicitly prohibited and may result in severe civil and criminal penalties.

Prodalim's and/or its licensors, parent companies, subsidiaries and affiliates own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Customer Portal Materials. You hereby acknowledge that You do not acquire any ownership rights by using the Customer Portal or by accessing any of the Customer Portal Materials, or rights to any derivative works thereof.

You are not required to provide Prodalim with any feedback or suggestions regarding the Customer Portal or any of the Customer Portal Materials. However, should You provide Prodalim with comments or suggestions for the modification, correction, improvement or enhancement of the Customer Portal and/or any of the Customer Portal Materials, then, subject to the terms and conditions of these Terms, You hereby grant Prodalim a non-exclusive, irrevocable, perpetual, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner Prodalim chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of Prodalim's and its sublicensees' products and content embodying such comments or suggestions in any manner and via any media Prodalim chooses, but without reference to the source of such comments or suggestions.

7. Disclaimers; Limitation of Liability; Indemnification

You acknowledge and agree that Your use of or access to the Customer Portal and/or any materials and/or information and/or Services and/or Products, if any, offered by Prodalim herein shall be at Your sole risk. The Customer Portal, any materials and/or information provided therein, the Products and the Services are provided on an “AS IS” and “AS AVAILABLE” basis. You are solely responsible for any and all acts or omissions made by You in reliance on the Customer Portal and/or any materials and/or information provided therein. To the fullest extent permitted by law, Prodalim, its officers, directors, employees, consultants, shareholders, representatives and agents disclaim all warranties, explicit or implied, in connection with the Customer Portal, any materials and/or information provided therein, the Products and the Services and Your use thereof including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. 

You agree that Your use of the Customer Portal shall be at Your sole risk. To the fullest extent permitted by law, Prodalim, its officers, directors, employees, consultants, shareholders, representatives and agents disclaim all warranties, explicit or implied, in connection with the Customer Portal and Your use thereof including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness. Prodalim makes no warranties or representations about the accuracy or completeness of the content of the Customer Portal, of the content of any sites linked to the Customer Portal, of any Third Party Materials and assumes no liability or responsibility for any:

• Errors, mistakes, inaccuracies, non-suitability or non-conformity of any content;
• Direct, indirect, special, incidental, punitive or consequential damages including without derogating personal injury, property damages and/or monetary damages, of any nature whatsoever, arising out of the use of or the inability to use the Customer Portal;
• Any unauthorized access to or use of Third Party Materials (as defined below), secure servers and/or any and all information stored therein, including, without limitation, any and all personal information and/or financial information;
• Any interruption or cessation of transmission to or from the Customer Portal;
• Any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Customer Portal by any third party; or
• Any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available via the Customer Portal.

WITHOUT DEROGATING FROM THE ABOVEMENTIONED, IN NO EVENT WILL PRODALIM, ITS OFFICERS, DIRECTORS, CONSULTANTS, SHAREHOLDERS, REPRESENTATIVES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, PARTNERS, AND/OR EMPLOYEES, BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, ANY LOST TIME, LOST MONEY, LOST DATA, LOST PROFITS OR GOOD WILL ARISING FROM YOUR USE OF THE CUSTOMER PORTAL, THE CUSTOMER PORTAL OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE CUSTOMER PORTAL AND/OR IN CONNECTION WITH THE CUSTOMER PORTAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PRODALIM HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT PRODALIM SHALL NOT BE LIABLE FOR ANY USER SUBMISSIONS AND/OR DEFAMATORY, OFFENSIVE AND/OR ILLEGAL CONDUCT BY ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM AND/OR ASSOCIATED WITH THE FOREGOING RESTS ENTIRELY WITH YOU. PRODALIM'S (TOGETHER WITH ITS OFFICERS, DIRECTORS, CONSULTANTS, SHAREHOLDERS, REPRESENTATIVES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, PARTNERS, AND/OR EMPLOYEES) LIABILITY FOR ANY DAMAGES OR CLAIMS OF ANY KIND, SHALL NOT EXCEED 1 US$.

The security of information transmitted via the internet and/or published on the Customer Portal cannot be guaranteed. Any losses incurred or sustained by You as a result of transmitting and/or publishing information via the Customer Portal or by means of email or other internet links, shall be borne solely and exclusively by You, and in no event, shall any such losses be borne, in whole or part, by Prodalim, its officers, directors, consultants, shareholders, representatives, agents, contractors, service providers, partners, and/or employees.

You agree to immediately defend, indemnify and hold Prodalim, and each of its directors, officers, consultants, shareholders, representatives, agents, contractors, partners, service providers and employees, harmless from and against any loss, liability, claim, action, demand, damages, costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of, relating to or in connection with any of the following:

• Your use or misuse of and/or access to the Customer Portal;
• Your violation of any term of these Terms;
• Your violation of any third party right, including, without limitation, any copyright, property, or privacy right;
• Any claim that any user submission made by You has caused damage to a third party; or
• Any User Content You post or share on or through the Customer Portal.

We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, You agree to cooperate with any reasonable requests assisting Prodalim’s defense of such matter.

8. Third Party Material

You may be able to access, review, display or use third party websites, resources, content, information or links to other websites or resources (the "Third Party Materials") via the Customer Portal. You acknowledge sole responsibility for and assume any and all risks arising from Your access to, use of or reliance upon any such Third Party Materials, and Prodalim disclaims any liability that You may incur arising from Your access to, use of or reliance upon such Third Party Materials through the Customer Portal. You acknowledge and agree that Prodalim: (i) is not responsible for the availability, accuracy integrity, quality or lawfulness of such Third Party Materials or the products or website on or available from such Third Party Materials; (ii) has no liability to You or any third party for any harm, injuries or losses suffered as a result of Your access to or use of such Third Party Materials; and (iii) does not make any promises to remove Third Party Materials from being accessed through the Customer Portal. Your ability to access or link to Third Party Materials or third party website does not imply any endorsement by Prodalim of Third Party Materials or any such third party website.

These Terms do not authorize You to, and You may not use any Third Party Materials except as expressly permitted by the owners of such Third Party Materials and such owners may have the right to seek damages against You for any unauthorized use of their Third Party Materials.

Without derogating from any of Prodalim's rights and remedies under these Terms and/or under law, Prodalim will be entitled, at its sole discretion, to immediately discontinue the Customer Portal or any part thereof, in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with the Third Party Materials.

You may not use any Third Party Materials for which You have not obtained appropriate approval to use. Prodalim cannot and does not grant permission to use third party content.

9. Links, Search Engines

The Customer Portal may contain links to other websites, applications or resources (the "Linked Sites"). The Linked Sites are not under the control of Prodalim and Prodalim is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Prodalim is not responsible for webcasting or any other form of transmission received from any Linked Site. The inclusion of any link does not imply endorsement by Prodalim of the site or any association with its operators. You acknowledge and agree that Prodalim will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or websites available on or through any such site or resource.

10. Feedback

If You send or transmit any communications, comments, questions, suggestions, or related materials regarding Prodalim via the Customer Portal or otherwise (collectively, "Feedback"), such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Prodalim is free to use, without any attribution or compensation to You, any and all Feedback for any purpose whatsoever. You understand and agree that Prodalim is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.

11. Notices

Notices to You may be made via the Customer Portal and/or e-mail. Prodalim may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to You generally on the Customer Portal. You agree that all agreements, notices, disclosures and any other communications that Prodalim provides as aforementioned satisfy any legal requirement that such communications be in writing.

12. General

By using, accessing or visiting the Customer Portal, You agree that the laws of the State of Israel, without regard to principles of conflict of laws and regardless of Your location, will govern these Terms and any dispute of any sort that might arise between You and Prodalim. Any claim or dispute between You and Prodalim that arises in whole or in part from Your use of the Customer Portal shall be decided exclusively by a court of competent jurisdiction located in Tel-Aviv, Israel, to the exclusion of any other courts, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction in the courts of Tel-Aviv, Israel. Prodalim reserves the right to amend these Terms at any time and without notice, and it is Your responsibility to review these Terms regularly for any changes. Your access or use of the Customer Portal following any amendment of these Terms will signify Your assent to and acceptance of its revised terms. YOU AND PRODALIM AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CUSTOMER PORTAL MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

For any questions about these Terms of Use or any other issue regarding Prodalim or the Customer Portal please contact Us at: customer.portal@prodalim.com.

Last update: September 14, 2020.

All rights reserved, Prodalim Group