Seecares Ltd. ("Seecares", "us", "our", or "we"), a company incorporated in the State of Israel with Company No. 516063534, has developed an automated digital offering memorandum platform which: (i) allows real estate entrepreneurs, developers, brokers or investment agents (collectively, "Offerors") to generate offering memoranda, and (ii) provides Offerors and/or real estate seekers, such as acquirers and financiers ("Seekers") commercial real estate market data, perform analytics and create related documents and/or reports, and other unique tools through our website (the "Site") and our mobile application (collectively, the "Platform"). These Terms of Service ("Terms") govern your access and use of the Site, Platform and services available thereon, including without limitation, requests for demos and any informational material, if and as available from time to time ("Services"). Our Privacy Notice, available at https://seecares.com/privacy ("Privacy Notice") governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). "You" or "User" means an individual using the Services either as a registered Offeror or Seeker, including on behalf of a Company (as defined below), and/or any individual visiting the Site, requesting a demo and/or otherwise contacting us ("Visitor").
If you are a Visitor, by visiting our Site, you agree to be bound by these Terms, as they may be amended from time to time. Your continued use of the Site following any update shall be deemed acceptance of any such amended or updated terms.
If you are registering on behalf of any entity or company ("Company"), you represent that you are authorized to enter into, and bind the Company to these Terms and register for the Platform and Services. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the Company and the right to access the Platform or Services is revoked where these Terms or use of the Services is prohibited.
1. Use of Services
- Subject to these Terms, Seecares allows you to access and use the Site, Platform and Services on a non-exclusive basis. Seecares may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice and shall not be liable to you or any third party for any modification or discontinuance of the Services.
- Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) any and all registration and/or contact and/or other information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older, and have the ability to form a binding contract; (d) your use of the Site, Services and/or Platform does not violate any applicable law, regulation, or obligation you may have to a third party; and (e) any User Content (as defined below) that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; (f) you have all necessary rights and authorities to submit any User Content you upload in connection with the Platform; and (g) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of the Site, Platform and/or Services.
- During your use of the Site, Platform and/or Services, please do not provide any sensitive Personal Data and/or any Personal Data about yourself or anyone else that is subject to a special regulatory regime (such as data regarding health, religion, sexual orientation, etc.). Seecares reserves the right to delete such information immediately.
- By using the Site, Platform and Services, you acknowledge that Seecares does not own, rent, lease, sell, resell, furnish, provide, manage, or control any of the real property and related data presented on the Platform; Seecares only provides a platform on which you can search for, generate offering memoranda and other related real property reports. Seecares is not and shall not be responsible for the price or payment or quality or accuracy of any details or matters relating to the real property presented on the Platform, or the conduct or behavior of any User on or off the Site, Platform and/or Services. Seecares is not responsible for any damage caused in the context of a real property offering or transaction.
2. Account Registration
- In order to use the Services, you will need to have a registered account. You can register by logging in through your Facebook, Gmail or other third-party login account ("Login Account") as may be permitted by Seecares from time to time. By registering through a Login Account you represent and warrant that such Login Account is yours and that you have full rights to provide us with the information in such Login Account. To complete the registration process, you must provide all registration information as requested by us. We may indicate that the provision of some information is optional, but your agreement to provide such information may assist us in providing you with improved Services.
- If you wish to use the Services together with other members of your organization, you may access the Services through an enterprise account ("Enterprise Account"). The individual who applies for and registers the Enterprise Account will be considered an "Administrator" of the account and will have full access to all features available in the Enterprise Account. An Administrator may register additional authorized user accounts ("Enterprise Users") that will have access to the Enterprise Account and configure the permissions for each individual Enterprise User account, as may be limited under each Enterprise Account, as detailed upon registration thereof. Each additional Enterprise User will be required to complete the registration process and accept these Terms.
- Seecares offers different plans to suit your needs. Upon registration you can indicate your choice of plan and your identity as a certain type of Offeror or Seeker. Different plans offer different features and scopes, all as listed on the Platform at https://seecares.com/pricing. If you wish to change the plan for which you are registered, such change will be effective as of the subsequent month.
- Seecares may refuse to open an account for any individual or entity at its sole discretion.
- You agree to notify us immediately of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and/or mobile device and all activity on your account, even if such activities were not committed by you. To the fullest extent permitted by applicable law, Seecares will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Seecares harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail at firstname.lastname@example.org that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services.
3. Termination of Account
- You agree that Seecares may for any reason, at its sole discretion and without notice, suspend or terminate your account, including any or all Enterprise User(s), and may remove any Content (as defined below) associated with your account and take any other corrective action it deems appropriate. Grounds for such termination or suspension may include (i) violation of the letter or spirit of these Terms, (ii) fraudulent, harassing or abusive behavior, (iii) behavior that is illegal or harmful to other users, third parties, or the business interests of Seecares, or (iv) failure to make payment in accordance with the terms specified herein, including use of your chargeback rights with your credit card company or denial or dispute of any preapproval obtained by Seecares from your credit card company. If your account is terminated, you may not rejoin Seecares again without express permission. Upon termination of your account, you shall not have any further access to any Content that may be available through your account.
- We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Site, Platform and/or Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Site, Platform and/or Services.
- You may request termination of your Seecares account at any time and for any reason by sending an email to email@example.com. Following such request, Seecares shall close your account as soon as reasonably practicable. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, limitation of liability, and payment obligations), which by their sense and context are intended to survive such suspension or termination.
4. Fees and Payment
- Where applicable, taxes may also be charged.
- Please note that Seecares may impose or deduct foreign currency processing costs on or from any payments or payouts by Seecares in currencies other than U.S. dollars. When converting currency, prices may be rounded up to the nearest whole number.
- Certain types of content may be made available through the Site, Services and/or Platform. "Content" as used in these Terms means, collectively, all content on or made available through the Site, Services and/or Platform, including any images, photos, pictures, videos, reports, blueprints or recommendations, and any real property related information, and any modifications or derivatives of the foregoing. Seecares allows you to upload and/or provide certain content and/or information including but not limited to images and/or pictures and/or recommendations and/or real property related information on or through the Services, referred to herein as "User Content".
- Content comes from a variety of sources. You understand that Seecares is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.
- SEECARES DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. SEECARES DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS) THAT ARE NOT SOLELY DUE TO SEECARES'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.
6. User Content Restrictions
- Seecares has no obligation to accept, display, or maintain any User Content. Moreover, Seecares reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload and/or provide through the Site, Platform and/or Services. You represent and warrant that any User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content. Except for User Reports (as defined below), any User Content posted or submitted through the Site, Platform and/or Services shall not be considered confidential and may be disseminated by Seecares without compensation to you.
- Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content or act in any way that: (1) restricts or inhibits use of the Site, Platform and/or Services; (2) violates the legal rights of others, including defaming, abuse, stalking or threatening Users; (3) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (4) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (5) does not comply with all applicable laws, rules and regulations; (6) imposes an unreasonably or disproportionately large load on our infrastructure; or (7) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
- Seecares may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Seecares reserves the right to treat User Content as content stored at the direction of users for which Seecares will not exercise editorial control except when violations are directly brought to Seecares attention.
- It is possible for others to obtain Personal Data about you due to your use of the Platform, including through any User Content that you make available through your account. Anyone receiving or viewing User Content may use information you provided through such User Content (such as your contact details, location or description of an entity you represent) for purposes other than what you intended. We are not responsible for the use of any Personal Data that you disclose on the Platform or through any User Content by any third party. By making any information available through the Platform you acknowledge that you understand and have agreed to such risks. Notwithstanding the foregoing, each specific offering memoranda generated by an Offeror, and/or specific reports and/or documents generated by any User by using the Services ("User Reports"), constitute User Content, are confidential, and shall not be made available to any other User through the Platform.
7. Use Restrictions.
You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Site, Platform or Services without our prior written authorization, including framing or mirroring any part of the Site, Platform or Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Site, Platform, Services or features that prevent or restrict use or copying of any Content; (3) use the Site, Platform or Services or content thereon in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Site, Platform or Services; (5) use or access another user’s account or password without permission; (6) use the Site, Platform, or Services or content thereon in any manner not permitted by these Terms.
8. Intellectual Property
- Seecares or its licensors, as the case may be, have all right, title and interest in the Site, Platform, Services, and any content thereon, including its overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Site, Platform or Services for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Site, Platform and/or Services, if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms or the Platform should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Seecares or any third party. If you provide Seecares with any feedback regarding any content on the Site, Platform and/or Services, Seecares may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
- You have all right, title and interest in the User Content you submit. By submitting or posting any User Content, you grant Seecares and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, and/or decompile such User Content on, through or in connection with the Platform, in any media formats and through any media channels, including, without limitation, for commercially promoting the Site, Platform or any of our Services; provided however that with respect to User Reports, such license shall exclude the right to disclose any specific User Report to any third party.
- The policy of Seecares is not to infringe upon or violate the intellectual property rights or other rights of any third party, and Seecares will refuse to use and remove any User Content in connection with the Services that infringes the rights of any third party. Under the Digital Millennium Copyright Act of 1998 (the "DMCA"), Seecares will remove any Content (including, without limitation, any User Content) if properly notified that such material infringes third party rights, and may do so at its sole discretion, without prior notice to users at any time. The policy of Seecares is to terminate the accounts of repeat infringers in appropriate circumstances.
- You are in the best position to judge whether User Content is in violation of intellectual property or personal rights of any third-party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with User Content.
- If you believe that something appearing on the Site, Platform and/or Services infringes your copyright, you may send us a notice requesting that it be removed, or that access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA allows you send us a counter-notice. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult with your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to us by contacting us at firstname.lastname@example.org.
10. Disclaimers and Disclaimer of Warranty
- All information and content posted on the site or/and Platform is for informational purposes only and Seecares provides no guarantees with respect thereto. Your use of the Site, Platform and/or Services is at your sole discretion and risk. The Site, Platform, and/or Services and Content thereon, are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. We do not represent or warrant that Services will be of good quality or useful for your needs.
- WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, PLATFORM AND/OR SERVICES OR ANY CONTENT THEREON, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SITE, PLATFORM AND/OR SERVICES; OR (II) THAT THE SITE, PLATFORM OR SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE SITE, PLATFORM AND/OR SERVICES, INCLUDING WITHOUT LIMITATION ANY USER REPORT.
- No advice or information, whether oral or written, obtained by you from us, shall create any warranty that is not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
- You acknowledge and agree that Seecares is not a data retention service. You therefore must create backups of your data, and Seecares shall have no responsibility or liability in respect of any loss of, damage to, or corruption of any such data.
11. Limitation of Liability
- In addition to the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Site, Platform and/or Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person's mobile device or computer, resulting from use of the Site, Platform, Services, from any Content, or from the conduct of any users of the Site, Platform and/or Services, whether online or offline. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Seecares, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.
- IN NO EVENT SHALL SEECARES, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, PLATFORM AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED THEREON, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SEECARES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID US FOR THE SERVICES PROVIDED AND/OR RECEIVED IN CONNECTION WITH THE SITE, PLATFORM AND/OR SERVICES IN THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE. IF YOU HAVE NOT MADE ANY PAYMENTS TO SEECARES FOR THE USE OF THE SITE, PLATFORM AND/OR SERVICES, THEN SEECARES SHALL NOT HAVE ANY LIABILITY TOWARD YOU.
You agree to indemnify, defend, and hold harmless Seecares, its affiliates, and their respective employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer and/or mobile device, password (whether authorized or unauthorized); (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Site, Platform, or Services; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder including but not limited to breach of any privacy and/or data protection laws and regulations to which you are subject; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under applicable law.
13. Third-Party Content.
The Site or/and Platform may provide you with third-party links (including, without limitation, advertisements) to websites, applications, and services. We make no promises regarding any content, goods or services provided by such third parties and all use of third-party websites and applications is at your own risk. Additionally, we do not accept responsibility for any payments processed or submitted through third-party websites and applications or for the privacy policies of such third parties. We do not endorse any products offered by third parties and we urge our users to exercise caution in using third-party websites or applications.
These Terms shall be governed solely by the laws of the State of Israel, and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Seecares or enables you to act on behalf of Seecares. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us and you relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.