TERMS OF USE

1. Applicability.
   1. These terms of use (“TOU”) govern the website of Consilium Labs Inc., (“Consilium Labs”) at www.Consilium-Labs.com, (the “Site”), and certain text, information, graphics, video and any other content (collectively “Content”, together with the Site, the “Services”) which are made available to you (“User”) through the Site. The TOU, together with Consilium Labs’s privacy policy, available here, constitute the entire and only agreement between Consilium Labs and User, and supersedes all other agreements, representations, warranties and understandings with respect to the Services and the subject matter contained therein.
   2. By attempting to use and/or by using the Services, or any part thereof, User agrees to fully comply with and be bound by the TOU and PP. If User does not accept the TOU or the PP, User must not access and use the Services, or any part thereof, and/or immediately stop any use of the Services.
   3. Consilium Labs may, from time to time modify the TOU. If User does not agree to the TOU as amended, User must stop using the Services. User is advised that if User does not terminate all use of the Services, or any part thereof, User will be deemed to have accepted the TOU, as amended.
2. Representations.
   1. By using the Services User represents that (i) User is not under 18 years of age, (ii) User is authorized to use the Services, (iii) User agrees to be bound by the terms of this TOU; and (iv) its use of the Services does not conflict any law applicable to User.
3. Ownership; Copyright Protection.
   1. All title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Content (except for the Third Party Content – as defined below), shall remain in Consilium Labs, its affiliates, or their respective licensors, if any. User agrees that nothing contained in the Services shall be construed as granting a license to use any intellectual property right with respect to the Content without the prior written permission of Consilium Labs.
   2. Consilium Labs is always pleased to hear from its Users and welcome their comments or suggestions (“Suggestions”). When Consilium Labs refers to a Suggestion herein, Consilium Labs means: Any comment or suggestion made to Consilium Labs. With regard to such Suggestions User represents and warrants that (i) such Suggestions are non-confidential and non-proprietary and will be treated as non-confidential and non-proprietary; (ii) Consilium Labs is entitled to unrestricted use or disclosure of the Suggestions for any purpose whatsoever, all without compensation to the User that submitted the Idea.
4. Third Party Content.
   1. The Site and the Content may contain icons and links to third party websites, as well as other content from third parties (collectively “Third Party Content”). The inclusion of Third Party Content within the Services does not constitute any endorsement, guarantee, warranty, or recommendation of such third party websites. Consilium Labs has no control over the terms of use and privacy policies of third party websites and User accesses any such third party website at User’s own risk.
   2. Without derogating from the generality of the above, when clicking on certain social media links provided on the Site (e.g. Facebook, LinkedIn,) User will be transferred to Consilium Labs’s sites on such social media (“Social Media Sites”). It shall hereby be clarified that such Social Media Sites are governed by the terms of use and privacy policy of the respective social media and not by Consilium Labs.
5. Indemnity.
   1. Each User agrees upon Consilium Labs’s first demand to indemnify, defend, and hold Consilium Labs and its affiliates, licensors, officers, directors, employees, consultants, agents and representatives (collectively, “Affiliates”) harmless from any and all claims, losses, damages, liabilities, actions, or demands, and associated costs and expenses (including without limitation attorneys’ fees) arising out of User’s: (i) use of the Services; (ii) use of any Third Party Content and/or any other interaction with third parties through the Services; (iii) violation of the terms hereof; or (iv) violation of any third party’s rights. Consilium Labs reserves the right, at such User’s expense, to assume the exclusive defense and control of any matter of indemnification by User hereunder. User shall cooperate fully as reasonably required in the defense of any claim.
6. Disclaimer and Warranties.
   1. USER UNDERSTANDS AND AGREES THAT USER’S USE OF THE SERVICES ARE AT USER’S OWN RISK. CONSILIUM LABS’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CONSILIUM LABS AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CONSILIUM LABS AND ITS AFFILIATES MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET USER’S EXPECTATIONS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (iii) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANY SERVICES ARE ACCESSED AT USER’S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVES ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE THAT RESULTS FROM THE SERVICES, AND/OR THE DOWNLOAD THEREOF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM CONSILIUM LABS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.
7. Limitation of Liability.
   1. IN NO EVENT SHALL CONSILIUM LABS OR ITS AFFILIATES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS (EVEN IF CONSILIUM LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; OR (ii) ANY OTHER MATTER RELATING TO THE USER’S USE OF THE SERVICES OR THESE TOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CONSILIUM LABS’S TOTAL LIABILITY TO USER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO US$100. THE AFORESAID LIMIT SHALL NOT BE ENLARGED BY THE EXISTENCE OF MULTIPLE CLAIMS. NO CTION ARISING HEREUNDER REGARDLESS OF ITS FORM MAY BE BROUGHT BY USER MORE THAN 60 DAYS AFTER THE CAUSE OF ACTION HAS ACCRUED.
8. Miscellaneous.
   1. To the extent that the Services, or any part thereof, conflict or are inconsistent with the TOU, the TOU shall prevail.
   2. Consilium Labs’s failure to enforce any provision of the TOU shall not be deemed a waiver of such provision nor of the right to enforce such provision.
   3. Consilium Labs’s rights under the TOU shall survive any expiration or termination of the TOU.
   4. The TOU shall be governed by the laws of the State of Israel without regard to the principles of conflict of law. The courts of Tel Aviv, Israel shall have exclusive jurisdiction to adjudicate any dispute arising out of the TOU.
   5. Without limiting any rights of Consilium Labs under this TOU, it shall be clarified that Consilium Labs is entitled to always in Consilium Labs’s sole discretion block User’s access to the Services or stop providing, terminate or disable User’s use of the Services, even if Consilium Labs has previously allowed User to use the Services.

Last update: November 2022.