TERMS AND CONDITIONS OF USE

The Web Site of Elmo Motion Control (ElmoMC) (the “Site”) is comprised of various Web pages owned and operated by ElmoMC and its subsidiaries and affiliates.

The ElmoMC Site is offered to you conditioned on your acceptance without modification of the terms, conditions and notices contained herein. By using the Site or downloading materials from the Site, YOU AGREE TO ABIDE BY THE TERMS AND CONDITIONS SET FORTH IN THIS NOTICE. If you do not agree to abide by these terms and conditions, do not use the Site or download materials from it. These Terms and Conditions of Use also apply to all information sent to you from this Site.

ATTENTION: PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS SITE.

ElmoMC maintains this Site as a service to the internet community. The Site has been designed to provide general information about ElmoMC and its products. These pages are not intended to provide investment advice, nor do they provide instruction on the appropriate use of products manufactured or sold by ElmoMC or products currently under development by ElmoMC or its licensors or joint venture partners.

Limited License

Subject to these Terms and Conditions of Use, ElmoMC grants you a non-exclusive, non-transferable, limited right to access, use and display this Site and the materials thereon. You agree not to interrupt or attempt to interrupt the operation of the Site in any way.

ElmoMC authorizes you to view and download the information on this Site (“Materials”) only for your personal, non-commercial use. This authorization is not a transfer of title in the Materials or copies of the Materials and is subject to the following restrictions: (i) you must retain, on all copies of the Materials downloaded, all copyright and other proprietary notices contained in the Materials; (ii) you may not modify the Materials in any way or reproduce or publicly display, perform or distribute or otherwise use them for any public or commercial purpose; and (iii) you must not transfer the Materials to any other person unless you give them notice of, and they agree to accept, the obligations arising under these terms and conditions of use. You agree to abide by all additional restrictions displayed on the Site as it may be updated from time to time. This Site, including all Materials, is copyrighted and protected by worldwide copyright laws and treaty provisions. You agree to comply with all copyright laws in your use of this Site and to prevent any unauthorized copying of the Materials. Except as expressly provided herein, ElmoMC does not grant any express or implied right to you under any patents, trademarks, copyrights or trade secret information. ElmoMC is and shall remain the sole owner of all the intellectual property rights, including copyrights, patent rights, rights to confidential information and materials on the Site, the design of the Site and any graphics file, text or material on the Site.

If you are issued a user name or other password (“Password”) to access any portion of the Site, such right of access is personal to you and you may not permit any access or use of the Password by any third party. Without derogating from the foregoing, you shall supervise, and be solely and fully responsible for (i) all activities that occur under your Password, including any prohibited or unnecessary use of the Site and (ii) maintaining the confidentiality of your password.

Disclaimer

ELMOMC DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE SITE. THE MATERIALS MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, MEMORANDUM, OR INFORMATION SHALL BE AT YOUR SOLE RISK.

THIS SITE AND THE INFORMATION AND MATERIALS ON THE SITE, ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

ELMOMC ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE.

Changes of Terms of Use

ElmoMC reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions of Use, in whole or in part, at any time. Changes will be effective when notice of such change is posted. Your continued use of the Site after any changes are posted will be considered acceptance of those changes.

ElmoMC may terminate, change, suspend or discontinue any aspect of the ElmoMC Site, including the availability of any features of the Site, at any time. ElmoMC may also impose limits on certain features and services or restrict, terminate or suspend your access to parts or all of the Site without notice or liability.

Limitation of Liability

IN NO EVENT WILL ELMOMC, ITS SUPPLIERS OR OTHER THIRD PARTIES MENTIONED ON THIS SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ELMOMC OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS, INFORMATION OR SERVICES FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF.

Cautionary Statement Regarding Forward-Looking Statements

Various pages on this Site contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. Words such as “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” and similar expressions are used to identify such forward-looking statements. In addition, certain presentations available for viewing were created as of the dates indicated on such presentations and ElmoMC expressly disclaims any responsibility for updating such presentations or forward-looking statements

Forward-looking statements relating to ElmoMC’s operations are based on management’s expectations, estimates and projections about ElmoMC and the customer care and billing industry in effect on the date the statements were made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements.

Third-Party Sites

As a convenience to you, ElmoMC may provide, on this Site, links to web sites operated by other entities. If you use these sites, you will leave this Site. ElmoMC has not reviewed all of these third-party sites and does not control and is not responsible for any of these sites or their content. Thus, if you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. ElmoMC makes no warranty or representation regarding and does not endorse, any linked Web sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that ElmoMC or this Site sponsor, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of ElmoMC or any of its affiliates or subsidiaries.

User Submissions

Unless specifically requested, ElmoMC does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through the Web Site, any of its services, by e-mail, or in any other way. By submitting or sending information or other material to ElmoMC you represent and warrant that the information is original to you and that no other party has any rights to the material. By submitting or sending information or other material to ElmoMC you grant ElmoMC the royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You also warrant that any “moral rights” in posted materials have been waived. You agree and acknowledge that by using this Site, any and all communications and/or information transmitted by you to or through the Site will not be treated as confidential or proprietary.

Linking to this site Restrictions on Use of Material or Linking to This Site

All links to the Site must be approved in writing by ElmoMC, except that ElmoMC consents to links in which: (i) the link is a text-only link containing only the name “Elmo Motion Control”; (ii) the link “points” only to www.elmomc.com and not to deeper pages; (iii) the link, when activated by a user, displays that page full-screen in a fully operable and navigable browser window and not within a “frame” on the linked Web site; and (iv) the appearance, position and other aspects of the link may neither create the false appearance that an entity or its activities or products are associated with or sponsored by ElmoMC nor be such as to damage or dilute the goodwill associated with the name and trademarks of ElmoMC or its affiliates. ElmoMC reserves the right to revoke this consent to link at any time in its sole discretion.

The content on this Site is intended for informational purposes only. These web pages or any portions thereof may not be framed, reproduced or redistributed for commercial gain or any other purpose. Except as expressly permitted, you may not modify, copy, publish, display, transmit, adapt, create derivative works from, or in any way exploit the content of this Site. Only if you obtain prior written consent from us – and from all other entities with an interest in the relevant intellectual property – may you publish, copy, display, or commercially exploit any material from this Site. If permission is granted by us and by all other entities with an interest in the relevant intellectual property, you may not change or delete any author attribution, trademark, legend, or copyright notice. You must abide by all additional copyright notices or other restrictions contained on this Site. Moreover, ElmoMC, affiliate, or third party corporate names and logos may not be altered or used without specific, prior written permission.

Indemnity

You agree to hold harmless and indemnify ElmoMC and its employees, agents and representatives, from and against any liability arising from or in any way related to violation by you of these Terms and Conditions of Use, any law and/or any third party rights.

International Users and Choice of Law

This Site is controlled, operated and administered by ElmoMC from its offices within Israel. ElmoMC makes no representation that materials at this Site are appropriate or available for use at other locations outside of Israel and access to them from territories where their contents are illegal is prohibited. You may not use the Site or export the Materials in violation of Israeli or other applicable export laws and regulations. You are responsible for compliance with all local laws in connection with your access to this Site.

These laws of the State of Israel, without giving effect to its conflict of laws provisions, shall govern these Terms and Conditions of Use. The parties acknowledge that the District Court of the State of Israel in Tel Aviv-Yafo is the sole appropriate and acceptable forum and venue for any legal action necessary to construe or enforce any term or provision of these Terms and Conditions of Use, and the parties consent to the exclusive jurisdiction of such courts and consent to the service of process by registered mail.

These Terms and Conditions of Use constitute the entire agreement between ElmoMC and you with respect to your use of the Site. Any cause of action you may have with respect to your use of the Site must be commenced within one year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.

Copyright and Trademark Information

The trademarks, logos, brand names, product names, and service marks displayed on the Site (the “Trademarks”), including “Elmo Motion Control” and are registered and unregistered trademarks of Elmo and other third parties. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks without the written permission of ElmoMC or such third party that may own the Trademarks.

ELMOMC PRIVACY POLICY

  1. ElmoMC is committed to honoring the privacy and security of visitors to the Site and have explained the steps we have taken to do so. We urge you to read the following sections.

PERSONALLY IDENTIFIABLE INFORMATION; COOKIES

  1. The detail of person-related data (like e.g. name, address, phone number) is not necessary for the use of this Site. However, in certain cases we need personal details as set forth below.
  2. [Since we might rely on third-party commercial software and programs to operate our servers, we may inadvertently collect personal information due to certain automatic functions or features contained in such software or due to certain software changes or upgrades –We will use reasonable efforts to remove any such information after we discover such information in our system. If you know of any such unintended collections, please notify us promptly so we can take the necessary action to remove such information from our system.
  3. When you submit a request or electronically pass information to ElmoMC (including, but not limited to, comments, request for information, reply to individual questions, feedback, employment applications and resumes), you are sometimes asked to provide certain personally identifiable information, including, but not limited to, your name, title, company, address, phone and fax numbers, e-mail address and line of business (“Personal Information”). We ask for this Personal Information in order to facilitate your requests, provide personalized service and communicate separately with you.
  4. We will use Personal Information in accordance with applicable laws. In addition, Personal Information collected as provided in this Privacy Policy, will also be handled in accordance with this Privacy Policy.
  5. All Personal Information is collected, processed and used only for contractual purposes, customer services and care of customer relation. Except as otherwise set forth herein, we do not sell, trade, or rent the Personal Information with any third parties outside ElmoMC. Personal Information is provided to ElmoMC on a voluntary basis. ElmoMC assures you that your details are dealt with confidentiality according to the prevailing data protection legal regulations.
  6. WE RESERVE THE RIGHT TO CHANGE OUR SAFETY AND DATA PROTECTIVE MEASURES AS FAR AS THIS BECOMES NECESSARY BECAUSE OF TECHNICAL DEVELOPMENTS. IN THIS CASE WE ALSO WILL CORRESPONDINGLY ADAPT THE DATA PROTECTION INFORMATION.
  7. We also use cookies, tags, web beacons, local shared objects, files, tools and programs to keep records, store your preferences, improve our advertising and your interaction with the Site. We use cookies1that contain serial numbers that allow us to connect your Site activity with other information we store about you in your profile or as related to your interactions with the Site. We use session cookies2 on a temporary basis, such as to manage your view of pages on the Site. We use persistent cookies3 for a number of purposes, such as retrieving certain information you have previously provided (for example, your user id if you asked to be remembered), and storing your preferences. Information from cookies1 also tells us about the website you were visiting before you came to the Site and the website you visit after you leave the Site.
  8. You can of course use our Site also without cookies. With appropriate setting, your browser points out the planned storage of cookies to you. In some cases, it can get to function restrictions of our Site offers by the rejection of cookies.
  9. We may also use your internet protocol address to help diagnose problems with our server and to administer the Site. Your internet protocol address is used to help identify you for the duration of a session and to gather broad demographic information.
  10. In addition, as you browse the Internet, a trail of electronic information is left at each site you visit. This information, which is sometimes called “clickstream” data, can be collected and stored by a site’s server. Clickstream data can tell us the type of computer and browsing software you use, the address of the site from which you linked to the Site, and in some instances, your e-mail address. We may use clickstream data to determine how much time visitors spend on each page of the Site and how they navigate through it. We will only use this information to improve the Site. Any collection or use of clickstream data will be anonymous and aggregate, and will not contain any personally identifiable information.

CONSENT TO PROCESSING

  1. By providing any information to the Site, all users fully understand and unambiguously consent to the collection and processing of such information.

LEGAL DISCLOSURE; CIRCUMSTANCES OF DISCLOSURE

  1. Notwithstanding anything to the contrary herein, ElmoMC shall, pursuant to valid legal process, such as a search warrant, subpoena, or court order, allow access to information, including personally identifiable information and the Personal Information, provided to ElmoMC or the Site in order to comply with such process and to protect our rights and property. If warranted, we may also allow access to this information in special emergencies where physical safety is at risk. ElmoMC reserves the right to disclose any information obtained from or about you, including but not limited to personally identifiable information, the Personal Information, data obtained from internet protocol addresses and clickstream data, to third parties in connection with a merger, acquisition, bankruptcy or sale of all or substantially all of ElmoMC’s assets.

CHILDREN

  1. The Site is not directed nor targeted to children. ElmoMC will not knowingly collect information from children. Because our software does not automatically distinguish visitors under 13 from other visitors, ElmoMC requires users under 13 years of age to obtain the consent of a parent, guardian, teacher, or librarian to view the Site. If ElmoMC learns that a child has provided personally identifiable information to the Site, it will use reasonable efforts to remove such information from its files.

USER’S ACCEPTANCE OF THIS POLICY

  1. By visiting the Site, you signify your assent to the terms of ElmoMC’s Privacy Policy. If you do not agree with the terms of this Privacy Policy, please do not use the Site. We reserve the right, at our sole discretion, to change, modify, add, or remove portions from this Privacy Policy at any time. Your continued use of the Site following the posting of changes to these terms means you accept these changes.

If you have any questions or comments regarding privacy issues on the ElmoMC Site, please use the following mailbox:  [email protected]

SECURITY

  1. We take security very seriously. However, due to the open communication nature of the internet, we cannot guarantee that communications between you and ElmoMC, and ElmoMC and you, will be free from unauthorized access by third parties. Users of the Site use the Site at their own risk.

1 Cookies are unique identifiers, usually made up of small bits of text or code. Cookies are usually stored on your device or in your web browser and they send certain information back to the party who served the cookie.

2 A session cookie contains information that is stored in a temporary memory location and then subsequently deleted after the session is completed or the web browser is closed. This cookie stores information that the user has inputted and tracks the movements of the user within the website.

3 A persistent cookie also called a permanent cookie, or a stored cookie, a cookie that is stored on a user’s hard drive until it expires (persistent cookies are set with expiration dates) or until the user deletes the cookie. Persistent cookies are used to collect identifying information about the user, such as Web surfing behavior or user preferences for a specific Web site.