1. General

The provisions and terms specified below apply to your use of the Psik System (hereinafter: "the System"), managed by Psik Books and Technology Ltd. (hereinafter: "the Company"). These terms constitute an integral part of the Company's letter of invitation, which will be signed by the client (hereinafter: "Letter of Invitation"). The Terms of Use and Letter of Invitation constitute together the full and binding agreement between the client and the Company (hereinafter: "the Terms of Use" or "the Agreement"). If any contradiction or inconsistency is found to exist between the Letter of Invitation and the provisions below, the Letter of Invitation will prevail. 

The Company may change the Terms of Use from time to time, and you will be bound by such changes with no exceptions. If you do not accept the Terms of Use, including any change made in them, please do not use the System. You may not accept the Terms of Use and use the System if you do not have the capacity to enter into a legally binding agreement, including, but without limitation, because of your age, or if the use of the System is prohibited in accordance with the laws applying to you. or for any other reason. 

If you are accepting the Terms of Use on behalf of a client who is your employer or any other party you are related to, you hereby declare and warrant that you have the full legal authority to bind your client to the Terms of Use, that you have read and understood the Terms of Use and that you agree to them on behalf of your client. If you do not have the legal authority to bind your client, please do not confirm the Terms of Use.

The Section headings are provided for convenience and orientation purposes only and should not be used for the interpretation of the Terms of Use. Any use of the masculine form in the Terms of Use shall also include the feminine form and a group of people, whether a corporation or not.

2. Use of the System

The System. The System is a Software-as-a-Service platform, intended for academic libraries, research institutes, institutions and businesses (each individually hereinafter: "the Client"), and which (a) provides a book catalogue; (b) enables readers and members on behalf of the Client (hereinafter: "the Readers") to read and browse eBooks (hereinafter: "the eBooks"); and (c) offers hard copy books for purchase and order (at an added cost)(hereinafter jointly: "the Services"). The Services are provided to the Clients on a subscription basis for the periods specified in the Letter of Invitation and in accordance with the provisions set forth in the "Period of the Agreement" section in the Terms of Use. 

Registration to the System. To register to the System and receive the Services, Clients must provide correct, accurate and complete information about them, and update said information on the System whenever any changes occur in it. You warrant that you have all the required rights to the information you provide to the Company, and that any use of the information you provide will not infringe the rights of any third party. 

User Account. As part of your registration to the System a user account will be opened for you (hereinafter: "Client Account") and you will be given a username and/or password which will allow you to use it. You are solely responsible for any actions made on your Client Account, including all actions made on the user accounts of the Readers acting on your behalf, and are also solely responsible for maintaining their details in confidence. Please immediately report to us whenever you become aware of any unauthorized use of your Client Account.

Allowed and Prohibited Use of the System. You may use the System for your needs and for the needs of the Readers on your behalf, and not for any commercial use (including by making it available to third parties) or for any purpose other than those for which it was designed. The Client bears sole responsibility for any use made of the System by their representatives, workers and agents, and any such use will be made subject to the Terms of Use and any law. Without derogating from the generality of the above, you hereby undertake: (a) to only use the system through the user interface provided by the Company; (b) to refrain from trying to breach the system or the Company's computers and change or try to bypass any security measures protecting them; (c) to refrain from any action which may cause any disruption or interference to the Services; and (d) not to make any action constituting a cybercrime in accordance with the Computers Law 5755-1995, including any disruption or interference with the proper operation of a computer or cyber material, the transfer of false information, the illegal breach of any cyber material and/or to commit any other crime and/or to upload any software which may cause damage to a computer or to cyber material, or any other action constituting a crime, whether through the System or by using the Company's Services.

Termination of Use of the System. The Company may, at its sole discretion: (a) terminate the operation of the System, whether temporarily or indefinitely; (b) execute any change, repair and update in the System, including the Services made available through the System, the Software, its design, the conditions for entering the System, the eBooks and so on; and (c) block the ability of any Client or Reader to use the System without any notice, to the extent needed to protect the System or third parties, in any case any of any violation of the Terms of Use, deliberate provision of false information, or in any other case when such is reasonably needed.

3. Payments

Membership Fees. In consideration of the Services, the Client will pay the Company the membership fees, which will be presented in NIS, unless stated otherwise in the Letter of Invitation, at such times and for the periods specified in the Letter of Invitation (hereinafter: "the Payments"). The Company reserves the right to change, from time to time, the amount of membership fees, at its sole and exclusive discretion, by providing the Client with a notice concerning such, and the new membership fees will enter into effect, in any case, only after the end of the current membership period of the Client. After being paid, the Payments or any part thereof are non-refundable and will not be returned in any case, save for legal provisions which cannot be excluded. It will be clarified that the responsibility for charging and collecting any Payments from the Readers, should any be imposed on them, will be borne by the Client alone. VAT will be added to any Payment made against a tax invoice as require by law.  

Method of Payment. The Client will pay any invoice issued by the Company in accordance with the terms of payment and time of payment specified in the Letter of Invitation, and if none were specified, any invoice will be paid at the end of the relevant month. The Client holds no right of lien or offset against the Company. The Company employs the aid of third parties to process and execute payments, and the Client approves that their information will be transferred to those third parties and said services will be provided by them in accordance with their terms, which will bind the Client. 

Late Payments. If any Payment is not made to the Company within ten (10) days of the time of payment, and after the Client has been given an additional ten-day (10 days) period from the time of delivery of a written non-payment notice by the Company, then, without derogating from the Company's right to any other remedy, the Company may suspend the Client's access to the Services and/or to any part thereof and/or terminate the Agreement. Furthermore, and without derogating from the Company's right to any other remedy, any Payment made in accordance with this Agreement which will not be paid by the client at the time of payment, will bear interest from the last time of payment and until the actual time of payment, at a rate equal to the higher of (a) 1.5% and (b) the maximal interest rate allowed in accordance with the applicable law. It will be clarified that the client will bear all reasonable costs (including attorney fees) incurred by the Company in relation to the collection of said amounts.

4. Intellectual Property

The Company's Intellectual Property. All the legal rights, whether registered or not, to the Services, the System and content displayed or included therein, including, and without derogating from the generality of the above, any plan, patent, copyright, invention, development, idea, know-how, code, methodology, commercial secret, technology, design, process and any other asset, and any development, modification and/or improvement of the Services, which will be developed, created and/or discovered by the Company or anyone on its behalf (hereinafter: "the Intellectual Property"), will remain the exclusive property of the Company and/or its licensors, as he case may be, and this Agreement does not grant the Client and/or the Readers any right to them, other than limited usage rights in accordance with the terms of the Agreement. For the avoidance of doubt, the Client hereby irrevocably assigns all of their rights, to the extent any are formed, to the Intellectual Property and any derivatives thereof, to the Company, in writing and in advance. 

License to Use. Subject to the Client upholding the Terms of Use for the duration of the term of the Agreement, the Company hereby grants the Client a personal, limited and non-transferable, whether by assignment or sub-license, license to use the Services for the Readers on behalf of the Client. Other than as explicitly stated in the Terms of Use, the Company does not grant the Client any other right or license in relation to the Services, whether explicit or implied, including in relation to the Intellectual Property.

Limitation of Use. You hereby undertake not to use, allow, or aid any other party make any action violating the Company's Intellectual Property or the rights of any third party to the Services, the system and the information included therein, and within this framework, to refrain from recreating, reproducing, copying, broadcasting, displaying, performing, publishing, translating, imitating, selling, reverse engineering, creating derivative works, or changing, distributing, assigning, pledging or transferring in any way the rights granted to you in this Agreement or any item related to the Services, the System and the information included therein (including the books provided for your review), in their entirety or in part. 

Feedback. You undertake to inform the Company of any malfunction you discover during your use of the Services. Any feedback, idea or suggestion for change or the improvement of the Services provided to the Company by you will be fully owned by the Company (hereinafter: "the Feedback") and you hereby assign all the rights to the Feedback and the intellectual right related to it to the Company.

Anonymized Information. The Company may collect information concerning the manner in which Clients and/or Readers use the Services in a manner which does not allow personal identification (hereinafter: "Anonymized Information"), use it and share it with commercial entities or with third parties providing it with services, all to improve the Services granted to the Clients. All the Anonymized Information collected or obtained by the Company will be owned exclusively by it.

5. Third Party Components 

The Services may include other software or components, including "open code" software, provided by third parties (hereinafter: "Third Party components"). The terms of license, copyright notices and available source code for these Third-Party Components, to the extent any exist, are specified on the Company's website, and apply to your use of the Third-Party Components in addition to and without derogating from the Terms of Use. By using the Services, you agree to all the aforesaid terms. If the Services include Third Party Components which are not specified in the aforementioned webpage, they will be subject to the limitations included in the Terms of Use, as if they were an integral part of the Services. 

6. Engagements with Readers

Compliance with the Terms of Use and the Law. The Client is responsible to ensure that any engagement made with the Readers on their behalf and any action taken in relation to such engagement comply with the Terms of Use. The Client declares and warrants that there is no prohibition or limitation of any kind on the use of the Services, and that they will uphold and will ensure that others uphold all the laws, regulatory requirements, rules and practices related to the use, storage and transfer of personal information and communication with the Readers, including laws and regulations relating to privacy, direct mail and the prevention of spamming. The Client will ensure and will bear sole responsibility ensuring the readers provide their explicit consent, so that the Company may legally use, process and transfer any information related to them, and may contact the Readers in relation to the Services (including by email and text messages), as required in accordance with all the laws, regulations and directives in force in the relevant industry and applying to the processing of personal information and the delivery of commercial offers and any other communication. 

Consumer Protection. The provision of the Services to the Clients by the Company is based on a business engagement and therefore the Consumer Protection Law, 5741-1981, does not apply to the engagement formed under the Terms of Use. The Client will ensure and will bear sole responsibility for the compliance with all the laws and regulations related to consumer protection and applying to Readers on their behalf, to the extent any should apply.

7. Printed Books 

Orders and Prices. As part of the Services, the System offers Clients the opportunity to Purchase a variety of printed books, at the sole and exclusive discretion of the Company (hereinafter: "the Printed Books"). It is hereby clarified that the Company may, at any time, without prior notice and at its sole discretion, add or remove Printed Books offered for sale through the System, and determine, update and change their method of purchase and prices, including the handling and shipping fees. Unless explicitly stated otherwise, the prices of the Printed Books appearing on the System include VAT at the rate required by law at the time of purchase of the Printed Books, but do not include the handling and shipping fees which will be added and displayed shortly before the completion of the order.

Sale. The sale of Printed Books on the System is a regular sale for all intents and purposes, meaning, a sale of products at a predetermined price, while supplies last, subject to the provisions set forth in the system and in the Terms of Use. The System does not allow wholesale transactions. Any sale is subject, among other things, to the availability of the Printed Books in stock for sale at the time of execution of the order, and the absence of any other impediment preventing their supply. The presentation of the Printed Books on the System does not constitute an irreversible offer or undertaking for the sale of the Printed Books. The Company does not undertake to hold any of the Printed Books presented in the System in stock. The Company will be bound by the order only after it has confirmed it.

Supply and Delivery. The Company will supply the Printed Books to the Client who had purchased them through the System no later than twenty one (21) days from the time of confirmation of the purchase, through a courier company delivering them to the Israeli address provided by the Client at the time of purchase, in accordance with the delivery rates specified on the system and which may be subject to change by the Company from time to time and at its sole discretion. The Company will not be liable for any delay in the supply of the Printed Books resulting from any event outside its control, such as strikes, lockouts, technical malfunctions, errors and delays on part of the courier company, hostilities or force majeure. 

Cancellation of Purchase due to Non-Conformance or a Defect. The Client is responsible for inspecting the Printed Books immediately upon their receipt, and for informing the Company within fourteen (14) days of any defect found in the Printed Books, including damage caused during their delivery, any non-conformance between the Printed Books purchased and the order, or any other violation of the terms of the transaction on part of the Company (hereinafter: "the Reporting Period"). The Client will specify in said notice the number of the invoice related to the relevant purchase, the time of delivery and a description of the defect or error. In such cases, the Company will investigate the complaint, and if it is found to be justified, it will refund, within fourteen (14) days of the complaint approval day, that part of the purchase price paid by the Client for the damaged books, provided the client returns the damaged books they received to the place where they were delivered to them and informs the Company of such. If the investigation conducted by the Company reveals that the damage to the book was not caused by negligence on part of the Company or anyone acting on its behalf, the Company may decide to reject the Complaint and cancel the refund. For the avoidance of doubt, after the Reporting Period, the Client will have no claim against the Company in relation to the Printed Books.

8. Confidentiality

You acknowledge that the Services contain confidential information, proprietary information and trade secrets belonging to the Company, and that any unauthorized disclosure, use or copying of the Services or any part thereof may cause the Company severe financial damage. You undertake to maintain in strictest confidence and to refrain from revealing to others, disclosing or publishing any confidential information provided to you by the Company, and not to make any use of said information in any manner other than as specified in this Agreement. 

9. The Term and Termination of the Agreement

The Term of the Agreement. This Agreement will be in force for the period of time specified in the Letter of Invitation (hereinafter: "the Commitment Period"). At the end of the Commitment Period, the Agreement will be automatically extended for additional periods, each at the same length as the Commitment Period (each such period: "the Extension Period"), unless either party provided the other with a non-renewal notice at least thirty (30) days before the end of the relevant subscription period (the Extension Period together with the Commitment Period: "the Agreement Period").

The termination of the Agreement. Each party may terminate this Agreement by providing a written notice thirty (30) days before the day of termination. The termination of this Agreement at the request of the Client is conditioned upon the payment of all amounts owed to the Company. Furthermore, the Company may immediately terminate this Agreement if the Client executes a fundamental breach of the Agreement and fails to correct the breach (to the extent it may be corrected) within fifteen (15) days of the delivery of a notice concerning such, or if the Client has initiate any liquidation, receivership, composition of creditors, execution and/or foreclosure proceedings for any of its assets, or an application for any of the above has been filed against it. 

The Consequences of the Termination of the Agreement. Upon the termination or expiration of the Agreement, for any reason whatsoever, the Client and any Readers on their behalf, will no longer have access to the Services, and they will cease using them and will no longer have the option to access the information stored on the Services. The termination of the Agreement for any reason whatsoever will not release the Client from their duty to pay the Company any amounts it is owed in accordance with this Agreement. Sections 4, 5, 8, 9, 10, 11, 12 and 13 will remain in force even after the termination of this Agreement.

10. Liability

No Liability. The Services are provided to the Client in their condition "As-Is" ([Bilingual Text]) and the Company will bear no responsibility, whether explicit or implied, for the correctness and completeness of the Information provided through the Services, or for its fitness for any specific purpose. The Company does not warrant that the Services will be provided without interruptions or errors, or that they will achieve the results desired by the client, and it will not indemnify any party for any damage they may suffer in any way following their use of the Services. The client alone will be responsible for the use of the System and information. Without derogating from the above, the Company will not be liable for any: (a) unauthorized access or use of the Client's servers or devices or any information stored therein; (b) interruption or stoppage of transmission, loss or leak of data or any other telecommunication; (c) virus or other malware penetrating the System; and/or (d) action or omission made by any third party, and any request for a service or product and any contact with the party offering them, will be made by the Client, who will also be responsible for them; and/or (e) content appearing in the books delivered to the Client or offered for their review, and the rights to them. 

Limitation of Liability. In any case, the Company and all those acting on its behalf, including its shareholders, employees and directors, will not be, in any way, liable under any legal theory, for consequential or indirect damage of any kind, relating to or emanating from this Agreement, and for any damage relating to or emanating from this Agreement, the Services, the Client's use or inability to use the Services, the Client's satisfaction from the Services, any delay in the provision of the Services resulting from events and/or components which are outside the Company's control, even if the Company was informed of the possible occurrence of such damage or should have reasonable expected it. In any case, and without derogating from the generality of the above, the total liability of the Company and/or anyone acting on its behalf towards the Client and anyone acting on their behalf or related to it, for direct damage, will not exceed the total amount of consideration actually paid to the Company by the Client in accordance with this Agreement during the 12 months preceding the occurrence of the damage. 

11. Privacy

The Company's Privacy policy, linked here, constitutes an integral part of the Terms of Use, and by using the System you acknowledge your acceptance of the Privacy Policy as well. 

12. Indemnification

Without derogating from any right granted to the Company by any law, you hereby agree and undertake to indemnify the Company and anyone on its behalf for any expense and/or damage they may incur as a result of any claim and/or demand made against them in relation to allegations made by Readers or any third parties related to the Client and/or allegations that the use made of any content provided by the Client infringes any intellectual property rights or any other right held by any third party and/or resulting from the violation of the Terms of Use by the Client and/or anyone on their behalf. 

13. Miscellaneous

The Relationship between the Parties. Nothing included in these Terms of Use will be interpreted as creating an employment or partnership relationship between the parties. The Terms of Use apply to the relationship between the Client and the Company and grant no rights to any third party. 

The Assignment of the Agreement. The Client may not transfer, assign or pledge this Agreement or their rights and obligations under it to any third party, unless they obtained the Company's approval to such in advance and in writing. Any attempt made by the Client to do so against the provisions set forth in this Section will be considered null and void. The Company reserves the right to assign or transfer this Agreement to any third party without requiring the Client's consent and/or informing them of such. 

The Entire Agreement. This Agreement and its appendices form the entire and exhaustive agreement between the parties in relation to the issues and matters discussed therein, and they replace and cancel any representation or agreement (whether verbal or in writing) that existed between the parties in relation to such issues and matters before the signing of this Agreement. 

Enforcement. If it is determined that any provision of the Terms of Use is without legal force and/or is unenforceable, this provision will be considered as replaced with a legal and enforceable provision, whose content resembles as closely as possible the intent of the original provision, all without effecting the binding applicability and enforceability of the other provisions of the Terms of Use.

Waiver of Rights. Any waiver, delay, extension or easement provided by the Company to a specific Client will not form a precedent, will not be held against the Company, and will not be considered as any waiver of the rights granted to it in accordance with the Terms of Use.

Governing Law and Jurisdiction. The Terms of Use and the use of the System will be governed by the laws of the State of Israel, and to competent courts of the Tel Aviv District and the Central District will have sole jurisdiction over any matter related to them. 

Notices. Any notice related to this Agreement will be sent by email to [psik@psik.io] or by registered mail or delivered in person, and any such notice will be considered as delivered to its recipient at the earlier of the following times: 1 business day after its submission by email; five business days after its submission for delivery by registered mail; at the time of its delivery in person to the recipient.

Terms of Use

Last update: November 3, 2020