PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE APP. 

By accepting this End User License Agreement (“Agreement”) or by installing and/or using the PreOrder desktop & mobile software application (“App”), you expressly acknowledge and agree that you are entering into a legal agreement with PreOrder, a company in formation (“PreOrder”, “we”, “us” or “our”) and have understood and agree to comply with, and be legally bound by, the terms and conditions of this Agreement. You hereby waive any applicable rights to require an original (non-electronic) signature, delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not download, install or use the App. 

1. Background. The App provides a social network platform that connects App users with businesses in their areas, allowing businesses to publish special offers and promotions to App users, and allowing App users to select offers they are interested in.
2. Ability to Accept. By installing the App you affirm that you are over thirteen (13) years of age. If you are between the age of thirteen (13) and eighteen (18) years then, prior to installing the App, you must first review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand its terms and conditions and agree to them.
3. Modification. We reserve the right, at our discretion, to change this Agreement at any time. Such change will be effective 10 days following posting of the revised Agreement in the App, and your continued use of the App thereafter means that you accept such change. You should check from time to time and see whether any modification or change has been made to this Agreement. Notwithstanding the foregoing, to the maximum extent permitted by law, the portion of this Agreement applicable to PreOrders and Purchases (as defined below) and the manner in which Slots, Purchases or PreOrders (as such capitalized term are defined below) may be made, obtained and/or redeemed, are subject to change by us at any time without prior notice, including with respect to Purchases already performed.
4. License. Subject to the terms and conditions of this Agreement, we hereby grant you, and you accept, a personal, fully revocable, non-exclusive, non-sublicensable, non-assignable and non-transferable license, for such time as this Agreement is in effect, to: (i) download, install and use the App on a mobile telephone, tablet or device (each a “Device”) that you own or control; and (ii) access and use the App on that Device in accordance with this Agreement and any applicable Usage Rules (as defined below).
   
   
5. Account
    

5.1. In order to use some of the services of the App, you will have to create an account (“Account”). You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any breach of security or unauthorized use of your Account. If you wish to delete your Account you may send an email request to us at preordertools@gmail.com.

5.2. You may choose to create an Account by clicking on a ‘connect’ or ‘sign-in’ button that we display on the App and logging-in to the App through your account on a designated third party website or service, such as Facebook or Google (each, a “Third Party Account“). Doing so will enable you to link your Account and your Third Party Account. If you choose this option, then you will be required to approve the connection as well as the types of information (which may include personal information) that we will obtain from your Third Party Account and the types of activities that we may perform in connection with your Third Party Account. Please note that in order to use this option, you will need to have, and may need to be signed-in to, an existing Third Party Account. We may share information from your Third Party Accounts with Merchants when you Purchase their PreOrder.

6. Restrictions. You shall not, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the App; (ii) make the App available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii) copy, distribute, broadcast, rent, lease, lend, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of, the App or any part thereof; (iv) disassemble, reverse engineer, decompile, decrypt or attempt to derive the source code of the App; (v) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the App; (vi) circumvent, disable or otherwise interfere with security-related features of the App or features that prevent or restrict use or copying of any content or that enforce limitations on use of the App; (vii) use, send, upload, post, transmit or introduce any device, code, routine or other items (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the App, nor any content that is unlawful, infringing, defamatory, deceptive, obscene fraudulent, harassing, pornographic, or abusive; (viii) use the App to design or develop any competing product or service that competes with the App; (ix) use any communications systems provided by the App to send unauthorized and/or unsolicited commercial communications; (x) use the PreOrder name, logo or trademarks without our prior written consent; and/or (xi) use the App for any unlawful or fraudulent purpose, to breach this Agreement, or to infringe or misappropriate any third party intellectual property, privacy, or publicity right.

7. Usage Rules. If you are downloading the App from a third party platform or service provider (“Distributor”), please be aware that the Distributor may have established usage rules which also govern your use of the App (“Usage Rules”). We specifically refer to the Usage Rules of certain Distributors below in Section ‎27 below entitled “Distributor Requirements and Usage Rules”, but other Usage Rules may be applicable, depending on where the App has been downloaded from. You acknowledge that, prior to downloading the App from a Distributor, you have had the opportunity to review and understand, and will comply with its Usage Rules. The Usage Rules that are applicable to your use of the App are incorporated into this Agreement by this reference. You represent that you are not prohibited by any applicable Usage Rules and/or applicable law from using the App. If you are unable to make such a representation you are prohibited from installing and/or using the App.

8. Slots, Purchases, and PreOrders 

8.1. PreOrders and Notifications. The App allows you to receive notifications that inform you of PreOrder offers regarding goods, services or experiences (each, a “Product” and collectively, “Products”) made by third parties (“Merchants”) in your area, in accordance with the settings and preferences you input in the App. Each offer made by a Merchant on the App is referred to herein as a “PreOrder”, and collectively, “PreOrders”.

8.2. Purchases. If you are interested in an offer included in a PreOrder, you may purchase such PreOrder on the App (“Purchase”) to indicate your interest. When you Purchase a PreOrder, you may choose if you want a delivery or approach the Merchant at the location specified in the App, in connection with receiving the Product(s) offered in the PreOrder that you Purchased. Once you have Purchased a PreOrder offer, you shall not be entitled to a cash refund but to a Merchant’s store credit instead. Merchants may decide for themselves if to process cash refunds or not. You may only contact or approach a Merchant to exercise a PreOrder published by such Merchant, after Purchasing such PreOrder on our App. Your receipt of a Product offered in a PreOrder you have Purchased shall be subject to: (i) this Agreement; (ii) any additional terms and conditions set forth in the App or in the PreOrder (“Additional Terms”); (iii) your payment to the Merchant of any applicable fees charged by the Merchant for the Product, as may be determined by the Merchant; (iv) any terms, requirements and/or restrictions established by the Merchant, at the Merchant’s sole and absolute discretion, whether included in the PreOrder or otherwise specified by the Merchant at any time (these may include, without limitation, restrictions on the time, manner, quantities, and locations in or at which PreOrders may be Purchased or Products may be received) (“Merchant Terms”); and (v) Product availability. You are required to create an Account in order to receive notifications about PreOrders. Termination of your Account for any reason may result in the disablement of any PreOrders you have Purchased on your Account.

8.3. Slots. As a PreOrder Merchant, you are entitled to a certain amount of business slots on the App, which you may exercise to Publish PreOrder offers (each, a “Slot”, collectively, “Slots”). For each business published on your Account, one Slot on your account balance will become unavailable. Each Slot allows you to publish one PreOrder Business, so that the maximum number of PreOrder Businesses you may publish on the App is limited by the number of Slots available for your Account.

8.4. Availability. The quantity, availability or content of Slots and/or PreOrder Businesses may vary, and we reserve the right, at our sole and absolute discretion, to remove or add Slots and/or PreOrder Businesses, change the number of available Slots on any Account, change the available PreOrder Businesses, or refrain from making available or publishing any Slots or PreOrder Businesses at all. Without derogating from the generality of the foregoing, we shall have sole and absolute discretion in deciding which PreOrder Businesses will be displayed in the App
and to which App users.

8.5. Redeeming PreOrder offers. Each PreOrder may only be redeemed once per user (provided it was Purchased by such user). The PreOrder redemption shall be performed by delivery or at the relevant Merchant’s establishment, by the Merchant. PreOrder shall not be responsible or liable to any App user or third Party with respect to the process of exercising the offer made in a PreOrder and/or for failure of any Merchant to fulfill a PreOrder or provide a Product for any reason, or for any unavailability of Products offered in any PreOrder. You may be required to: (i) display the Purchase details on your PreORder to the Merchant; (ii) present identification, and/or (iii) otherwise demonstrate that you are the owner of the Account from which the PreOrder offer being redeemed was Purchased, and failure to do any of the foregoing, or to otherwise comply with the terms this Agreement, any Additional Terms or any Merchant Terms, may result in the Merchant refusing to fulfill a PreOrder you have Purchased or your inability to receive a Product, and PreOrder shall not be responsible or liable to you or to any third party in such event. PreOrders may be limited in time as set forth in the Additional Terms and/or Merchant Terms, in which case if the PreOrder is not redeemed and Purchased within the limited period, the PreOrder may expire. Expired PreOrders may not be redeemed on the App. Without derogating from the foregoing, PreOrder shall not be responsible or liable to you, or to any third party, in connection with the acts or omissions of Merchants with respect to any PreOrders or Products, or the quality of any Products.

8.6. Restrictions on Use 

8.6.1. PreOrders cannot be combined with any other vouchers, third party certificates, coupons, or promotions, unless otherwise specified by the Merchant. 

8.6.2. Exercise of a PreOrder shall be void to the extent prohibited by law or not consistent with this Agreement, the Additional Terms and/or Merchant Terms. Any attempted redemption prohibited by law or that is not consistent with this Agreement, the Additional Terms and/or the Merchant Terms may render the PreOrder void. 

8.6.3. PreOrders may not be exchanged or redeemed for cash or currency of any kind and may only be used as permitted by the App. 

8.6.4. Slots and Purchases are personal to the Account owner. Slots and Purchases may not be transferred or traded with any other person or entity.

8.7. Payments to Merchants. If redeeming a PreOrder or receipt of a Product is subject to payment, you shall pay the applicable fees to the Merchant, as required by the Merchant. PreOrder shall have no responsibility or liability to any App user of a third party with respect to payments made to any Merchant (including for refunds). If you are required, by law or otherwise, to withhold or deduct any amount from the sum payable, then this should be brought to the Merchant and shall be conducted at the Merchant’s sole discretion. You hereby waive any right for such deduction from PreOrder. 

8.8. Cash Refunds. Purchases may not be cash-refunded. You shall not be entitled to reinstate a fund once you have completed a Purchase and the money has been transferred, including by canceling your Purchase or by not redeeming or exercising the offer contained in the PreOrder you Purchased for any reason. When you Purchase a PreOrder item on our App, we immediately transfer the payment to the PreOrder Merchant which will be handling your order from that point on. All communications regarding, changes, edits, returns & refunds should be handled towards the Merchant who published the PreOrder offer. You may contact a Merchant using its contact details or the Apps’ Direct Message feature when applicable.

9. Merchants 

9.1. Merchant Registration and PreOrder Creation. The App allows you to register as a Merchant in order to create PreOrders and offer Products to other App users. If you wish to use the App as a Merchant, you must:

9.1.1. create a free Business Account, and 

9.1.2. in your Account, register your business and Products via the designated registration form(s) (“Merchant Registration Form”).

9.2.  PreOrder Offering. You may, via your Account, create PreOrders in connection with Product, service or experience that you provide via the PreOrder publishing wizard on the App, and make them available to App users. In the PreOrder creation process, you may choose to provide certain information, such as a description of the PreOrder item and relevant Products and a relevant image (“PreOrder Information”). The PreOrder(s) you create may be displayed to, and may be Purchased by, other App users. We shall have sole and absolute discretion in deciding which PreOrders will be displayed in the App and to which App users. Without derogating from the generality of the foregoing, we reserve the right to do any of the following, for any reason and at any time, in our sole and absolute discretion: (i) remove any PreOrder that is displayed in the App; (ii) not to display your PreOrder in the App. 

9.3. Merchant Obligations. Once you have registered as a Merchant, you may create PreOrders If you choose to register as Merchant on the App and/or create PreOrders, you hereby agree to provide accurate and complete information in the Merchant Registration Form and PreOrder Wizard and in your PreOrders. Without derogating from the obligations and restrictions applicable to you under this Agreement as an App user, you shall not: (i) permit any third party to register as a Merchant and/or create or publish PreOrders on your behalf, except as otherwise expressly permitted in the App or in this Agreement; (ii) conduct yourself in a deceitful or fraudulent manner, or in bad faith, with respect to registering as a Merchant, offering PreOrders and fulfilling offers included in PreOrders or knowingly create and make available PreOrders that you are not reasonably able to redeem. A Merchant may only redeem PreOrders that are presented by the App user that Purchased such PreOrders. The Merchant shall be solely and exclusively responsible for verifying the identity of any person that requests to redeem a PreOrder, and that the redemption of the PreOrder is compliant with the terms and conditions of this Agreement, the Additional Terms, the Merchant Term and all applicable laws and regulations. A PreOrder must refer only to Products sold by the Merchant. 

9.4. PreOrder Redemption. The Merchant is solely responsible for fulfilling Purchased PreOrders and for providing Products. PreOrder shall not be responsible or liable to the Merchant or anyone on its behalf, or to any third party, for: (i) any App user’s transfer of, or attempt to transfer, a PreOrder; (ii) failure of any App user to redeem a PreOrder that they have selected; or (iii) failure of any App user to comply with any instructions or restrictions related to a PreOrder, its redemption or use of a Product, whether or not included in the Additional Terms or Merchant Terms. Without derogating from the foregoing, PreOrder shall not be responsible or liable to the Merchant or anyone on its behalf, or to any third party, in connection with the acts or omissions of App users with respect to any PreOrders or Products.

10. Local Laws. THE TERMS OF THIS AGREEMENT APPLICABLE TO PREORDERS, ADDITIONAL TERMS AND MERCHANT TERMS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAWS. Offering and/or use, or any attempt to offer and/or use, a PreOrder or Products, shall be void to the extent prohibited by law or not consistent with this Agreement. Any attempted redemption prohibited by law or that is not consistent with this Agreement may render the PreOrder void. 

11. Responsibility. You acknowledge and agree that you, and not PreOrder, are solely responsible for your own acts and omissions with respect to your redemption of a PreOrder, use or offering of Products, and/or interaction with any Merchant and/or other App user. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against PreOrder, and release PreOrder from any and all liability, arising from your redemption of a PreOrder, use or offering of Products and/or interaction on any Merchant and/or other App user. If you have any query or complaint regarding a PreOrder, Merchant and/or other App user, or Product, you agree to contact the Merchant and/or other relevant App user (as applicable) directly. You further agree that you will not involve PreOrder in any dispute or litigation arising out of any transaction or agreement with any Merchant and/or other App user. If you nevertheless attempt to involve PreOrder in any such dispute or litigation, you will be required to pay all fees and other costs and expenses incurred by PreOrder as a result. PREORDER IS NOT RESPONSIBLE FOR THE ACTIONS OF ANY MERCHANT AND/OR OTHER APP USER, OR FOR ANY MERCHANT’S AND/OR OTHER APP USER’S, COMPLIANCE WITH ANY AGREEMENT (INCLUDING THIS AGREEMENT), PURCHASE, PREORDER, OR APPLICABLE LAW. YOU ACKNOWLEDGE AND AGREE THAT: (I) PREORDER DOES NOT ENDORSE, CONTROL, EMPLOY, OR SUPERVISE, ANY MERCHANT, THE INFORMATION OR CONTENT PROVIDED BY THE MERCHANT (INCLUDING WITHOUT LIMITATION AS PART OF THE PREORDER), OR THE PRODUCT SUCH MERCHANT PROVIDES; AND (II) THE MERCHANT IS NOT AN EMPLOYEE OR AGENT OF PREORDER AND IS NOT CONTRACTED BY PREORDER TO PROVIDE YOU WITH THE PRODUCT.

12. Payments to PreOrder. Unless otherwise agreed between you and us, your general right to access the App is currently for free. We may, now or in the future, charge a fee for certain access to, or usage of, the App. Any fees or payments charged by us with respect to your use of the App (if any) shall be determined, and may be modified at any time, in our sole and absolute discretion. You will not be charged for any such uses of the App unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the App. Please be aware that your use of the App may require and utilize internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible for those charges.

13. Intellectual Property Rights

13.1. Ownership. The App is licensed and not sold to you under this Agreement and you acknowledge that PreOrder and its licensors retain all title, ownership rights and Intellectual Property Rights in and to the App (and its related software). We reserve all rights not expressly granted herein to the App. “Intellectual Property Rights” means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.

13.2. Content. The: (i) content on the App, including without limitation, the text, information, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, “Materials”); (ii) User Submissions (as defined below); and (iii) trademarks, service marks and logos contained therein (collectively, “Marks” and together with the Materials and User Submissions, the “Content”), are the property of PreOrder and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “PreOrder”, the PreOrder logo and other Marks are Marks of PreOrder and its affiliates. All other Marks used on the App are the property of their respective owners. We reserve all rights not expressly granted in and to the App and the Content.

13.3. Use of Content. The Content on the App is provided to you “as is” for your personal use only and may not be used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein. 

14. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the App, including in any PreOrders, is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof without the requirement of giving you any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.

15. Third Party Content 

15.1. The App may contain or display content from Third Party Sources (as defined below), such as: (i) links to third party websites that are not owned or controlled by us; and (ii) advertisements and other materials not operated or endorsed by us (collectively, “Third Party Content”). “Third Party Source(s)” means (a) third party websites and services; and (b) our partners and customers.

15.2. We are not affiliated with and have no control over any Third Party Sources. We do not assume any responsibility for the content, terms of use, privacy policies, actions or practices of, any Third Party Sources. Please read the terms of use and privacy policy of any Third Party Source that you interact with before you engage in any such activity.

15.3. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights of, or relating to, any Third Party Content. Furthermore, we do not endorse any advertising, promotions, campaigns, products, services or other materials that are included in any Third Party Content or that is communicated to you from a Third Party Source.

15.4. By using the App you may be exposed to Third Party Content that is inaccurate, offensive, indecent or objectionable. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk. 

15.5. You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against PreOrder, and release PreOrder from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly. You further agree that you will not involve PreOrder in any dispute or litigation arising out of any transaction or agreement with any Third Party Source. If you nevertheless attempt to involve PreOrder in any such dispute or litigation, you will be required to pay all fees and other costs and expenses incurred by PreOrder as a result. 

16. Messages. The App may permit you to send messages to a Third Party Source or to other App users (“Messages”). You are solely responsible for your Messages and the consequences of sending them and you agree to hold us harmless, and expressly release us, from any and all liability arising from your Messages. You grant us a worldwide license to use, store, and reproduce your Messages for the limited purpose of facilitating sending them to your designated recipients (and we may also use the tools, software or services of third party service providers to facilitate the sending of Messages to your designated recipients). You represent and warrant that you own or have the necessary rights and permissions to use all of the Intellectual Property Rights in and to your Messages, and to grant the foregoing license to us. You retain all of your ownership rights in your Messages. You acknowledge and agree that the provisions of Section ‎17 (User Submissions) below shall also apply to Messages that you send via the App. 

17. User Submissions 

17.1. Posting User Submissions. The App may permit the hosting, sharing, posting, and publishing of content by you and other users (“User Submissions”), including without limitation PreOrders. Your User Submissions may be posted to the App, or otherwise be made publicly available. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting or publishing them. We have complete discretion whether to publish your User Submissions and we reserve the right without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all User Submissions at any time and for any reason.

17.2. Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights in and to your User Submissions, and to enable inclusion and use thereof as contemplated by This Agreement. You retain all of your ownership rights in your User Submissions. 

17.3. License to User Submissions. Subject to this Agreement and the terms of our Privacy Policy, by submitting the User Submissions, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions only in connection with the App, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof), and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each App user and Third Party Source a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions in accordance with this Agreement. 

17.4. Exposure. You understand and acknowledge that when accessing and using the App: (i) you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect to (i) and (ii) herein.

17.5. Disclosure. We reserve the right to access, read, preserve and disclose any User Submission or any other information that we obtain in connection with the App as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce this Agreement, including investigation of potential violations of it; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to your user support requests; or (v) protect the rights, property or safety of PreOrder, our users or the public.

17.6. Prohibited Content. You agree that you will not send, display, post, submit, publish or transmit a User Submission or Message that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; (x) contains a virus or other harmful component designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or that is designed to obtain unauthorized access to any information; and/or (xi) breaches this Agreement. PreOrder generally does not, and will not be obligated in any way to pre-screen, monitor or edit any User Submissions or other content posted by users of the App. However, PreOrder reserves the right to remove any User Submissions or other content that, in its sole discretion, does not comply with this Agreement or is otherwise harmful, objectionable, or inaccurate. In any event, C² will not be liable for any failure or delay in removing any such User Submissions or other content.

18. Privacy 

18.1. We will use any personal information that we may collect or obtain in connection with the App in accordance with our privacy policy which is available at https://preorder.co.il/privacy-policy/

18.2. (“Privacy Policy”). You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.

18.3. If you provide us with personal information of your vendors, roommates, property management or other third parties (“Third Party Information”), you are required to obtain and maintain all necessary consents, rights and authorizations and display all notices required under applicable privacy laws and regulations in order to provide us with, and to allow us to collect, Third Party Information in connection with your use of the App. You further acknowledge that if you do not agree to the collection and/or use of Third Party Information us, we may terminate this Agreement and your use of the App. 

19. Warranty Disclaimers 

19.1. This Section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply. 

19.2. THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. PREORDER DOES NOT GUARANTEE THAT THE APP WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE APP MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT PREORDER WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED IN THE APP BY A THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY CONTENT.

19.3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTY AND ARE NOT RESPONSIBLE AND SHALL NOT BE LIABLE FOR: (i) THE FAILURE OF A MERCHANT TO HONOR A PREORDER; (ii) ANY INFORMATION PROVIDED REGARDING, OR THE CONTENT OF, ANY PREORDER OR PRODUCT; (Iii) THE FAILURE OF A USER TO COLLECT A PURCHASED PREORDER; (iV) THE QUALITY OF, OR DAMAGE TO, OR THE DELIVERY OF (OR FAILURE TO DELIVER), ANY PRODUCTS THE MERCHANT MAY PROVIDE OR FAIL TO PROVIDE; AND/OR (iv) ANY FAILURE OF THE APP OR IF YOU ARE UNABLE, FOR ANY REASON, TO PURCHASE AND/OR REDEEM A PREORDER.  

19.4. PREORDER DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, THIRD PARTY CONTENT, PRODUCT OR THE CONTENT OF ANY PREORDER, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT, THIRD PARTY CONTENT, PRODUCT OR THE CONTENT OF ANY PREORDER.

19.5. YOUR INTERACTION WITH ANY MERCHANT AND/OR OTHER APP USER IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY MERCHANT AND/OR OTHER APP USER IN CONNECTION WITH THE APP, PREORDER AND/OR PURCHASE AND/OR PRODUCT, YOU AGREE THAT PREORDER IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. PREORDER RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE AND, IN ITS SOLE JUDGMENT, CHARGE, DEDUCT OR RETURN AMOUNTS RECEIVED OR PAID BY YOU, AS NECESSARY, IN ITS SOLE DISCRETION, TO RESOLVE THE DISPUTE. PREORDER SHALL NOT BE RESPONSIBLE FOR THE CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY MERCHANT AND/OR OTHER APP USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. 

19.6. YOU SPECIFICALLY ACKNOWLEDGE THAT WE SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, DISCRIMINATORY OR NEGLIGENT CONDUCT) OF ANY MERCHANT AND/OR OTHER USER OR BUSINESS OPERATOR, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. 

19.7. EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, PREORDER DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE APP.

19.8. BY USING THE APP OR PURCHASING A PREORDER, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER APP USERS AND/OR MERCHANTS OR OTHER THIRD PARTY WILL BE LIMITED TO A CLAIM AGAINST THE PARTICULAR APP USER, MERCHANT OR OTHER THIRD PARTY WHO CAUSED YOU HARM. YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON OR SEEK ANY LEGAL REMEDY FROM PREORDER WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.

20. Limitation of Liability 

20.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PREORDER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THIS AGREEMENT OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE APP OR ANY PART THEREOF, ANY INFORMATION PROVIDED THROUGH THE APP AND/OR ANY PREORDERS, PURCHASES OR PRODUCTS. EVEN IF PREORDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

20.2. Without derogating from the foregoing, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PREORDER FOR ANY DAMAGES ARISING: (i) UNDER THIS AGREEMENT (ii) OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE APP OR ANY PART THEREOF, ANY INFORMATION PROVIDED THROUGH THE APP, EXCEED THE TOTAL AMOUNT OF NIS100. 

21. Indemnity. You agree to defend, indemnify and hold harmless PreOrder and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the App or any part thereof; (ii) your interaction with any App user and/or Merchant (including without limitation your failure to honor or pay for any PreOrder or Purchase or agreement with a Merchant, as applicable); (iii) your violation of this Agreement and/or any PreOrder Terms; or (iv) your violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this Section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval. 

22. Updates and Upgrades. We may from time to time provide updates or upgrades to the App (each, a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the App. All references herein to the App shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original App, unless the Revision is accompanied by a separate license agreement which will govern the Revision.

23. Term and Termination 

23.1. This Agreement is effective until terminated by us or you. We reserve the right, at any time, to: (i) discontinue or modify any aspect of the App; and/or (ii) terminate this Agreement and your use of the App or any part thereof with or without cause, and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the App in any way, your only recourse is to immediately discontinue use of the App. 

23.2. Upon termination of this Agreement, you shall cease all use of the App. This Section ‎23.2 and Sections ‎13 (Intellectual Property Rights), ‎18 (Privacy), ‎19 (Warranty Disclaimers), ‎20 (Limitation of Liability), ‎21 (Indemnity), and ‎24 (Assignment) to ‎26 (General) shall survive the termination of this Agreement. 

24. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by PreOrder without restriction or notification. 

25. Governing Law and Disputes. This Agreement and any disputes relating thereto shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yaffo, and waive any jurisdictional, venue or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction. 

26. General. This Agreement, and any other legal notices published by us in connection with the App, shall constitute the entire agreement between you and PreOrder concerning the App. In the event of a conflict between this Agreement and any such legal notices, the terms of the applicable notice shall prevail with respect to the subject matter of such notice. PreOrder reserves the right to discontinue or modify any aspect of the App or any part thereof at any time. Except as otherwise stated herein, no amendment to this Agreement will be binding unless in writing and signed by PreOrder. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE APP MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

27. Distributor Requirements and Usage Rules 

27.1. Apple. If you download the App from the Apple, Inc. (“Apple”) App Store (or in any event if you download an Apple iOS App) then, without derogating from the warranty disclaimers and limitation of liability as set forth in the Agreement:

(i) You acknowledge and agree that: 

1. 1. 1. 1. this Agreement is concluded between PreOrder and you only, and not with Apple, and PreOrder and its licensors, and not Apple, are solely responsible for the App and the content thereof;
         2. your use of the App is also subject to the Usage Rules established by Apple, including those set forth in the Apple App Store Terms of Service, effective as of the date that you enter into this Agreement;
         3. the License granted herein is limited to a non-transferable right to use the App on an Apple iPhone, iPod Touch, iPad, or other Apple-branded product that you own or control and that runs the iOS;
         4. PreOrder is solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement, or as required under applicable law and Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App; 
         5. PreOrder is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed and in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will, to the extent applicable, refund any purchase price paid (if any) by you for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be PreOrder’ sole responsibility; 
         6. PreOrder, and not Apple, is responsible for addressing any product claims you, or any third party, may have relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, including in connection with the App’s use of HealthKit and HomeKit frameworks; 
         7. in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Apple shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim; and
         8. Apple and its subsidiaries are third party beneficiaries of this Agreement and upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. 

(ii) You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

(iii) If you have any questions, complaints, or claims regarding the App, please contact us at: 

Email: preordertools@gmail.com

Telephone: +972-54-4403555. 

Address: 71 Rothschild ave., Tel Aviv-Yafo, Israel.

(iv) By entering into this Agreement you, to the extent legally permitted, hereby waive any applicable law requiring that this Agreement be localized to meet your language and other local requirements. To the extent that the foregoing is not permitted, you agree to be bound by the standard Apple Licensed Application End User License Agreement which is part of the Apple App Store Terms of Service, at www.apple.com/legal/itunes/us/terms.html#SERVICE (as amended from time to time).

Last updated: Jan 2022