Welcome to Zoorix, https://www.zoorix.com, a web application that provides upsell & cross sell tools for merchants (“you”, “store owner(s)”) who use the Shopify platform (the “Application” or the “Service”). The Application is owned and operated by Zoorix Ltd. (“Company”, “we”, “us”).
Who may use the Service?
You may only access, install and use the Application if you are a legal corporation or an individual over the age of 18, with full legal capacity and owns a Shopify account. If you are entering these Terms on behalf of a company or another legal entity, you represent that you are duly authorized on behalf of such entity to enter into this agreement.
Subject to these Terms, you may access, install or use the Application, exclusively for your reasonable business needs. To use the Application, you must sign into your Shopify account, and install the Application through the Shopify App Store.
Your use of the Shopify account and store is governed by Shopify’s respective terms of service, not by these Terms. You bear the sole and exclusive responsibility for complying with those other terms of service. You are solely responsible and liable for all activities performed in or through the Service with or through your Shopify account.
Fees and Billing
The Service is offered on a trial-basis, free-of-charge, for stores with the capacity of 50 completed purchases per month. Beyond this trial-basis, the Service is offered subject to your payment of applicable fees (the “Fees”), in accordance with the schemes and amounts presented to you upon installing the Application or at a later time (“Plans”). We may transform a free of charge section of the Service to a fee-based service and will seek your consent to the payment of those Fees. If you do not consent, we may terminate Your use of the Application.
All Fees are quoted in US Dollars, unless expressly stated otherwise.
You will pay your Fees directly to Shopify.
By installing the Application and approving the Plans, you give your consent to being billed for the Fees, in addition to any applicable taxes and surcharges or commissions charged by the payment processor. All amounts payable to us are exclusive of any excise, sales tax, VAT, withholding tax or other governmental charges or transaction charges. You are responsible for the payment of all such applicable taxes or charges.
The Fees you pay are non-refundable. You are responsible for paying all applicable Fees whether or not you actually used or otherwise benefited from the Service.
Warranty Upsell Service
As part of the Service, we may offer consumers, at our sole discretion, to purchase a warranty upsell service from store owners (the “Warranty”) in order to insure and cover their purchase in the event of a damaged product being delivered from the store.
If a consumer choose to purchase the Warranty, the exercise of the Warranty in the event of receipt of damaged product(s) is at the sole discretion and responsibility of the store owner from whom consumer purchased the product.
We will not be liable for the exercise of the Warranty purchased or any damaged product received by consumer, and you hereby agree, that the Platform operates only as a communication channel between you and the consumer.
Termination and suspension
Termination by you
At any time, you may terminate these Terms by removing the Application from your Shopify account and providing us written notice of termination.
Termination by Us
We may temporarily or permanently limit, block your access to or terminate your use of the Application, if we determine that you breached these Terms.
We may at any time discontinue or terminate the operation of the Application, its features, or any part thereof, temporarily or permanently, for all users, or for certain users, without any liability to you.
Effects of Termination
Upon termination, you must discontinue any and all use of the Application. Following termination, you will not be able to access the Service,
Use of the Application and restrictions
While using the Application, you agree to refrain from –
You may not access or use the Application in order to develop or create a similar or competitive product or service.
We respect your privacy. Our Privacy Notice which is incorporated to these Terms by reference explains the privacy practices on the Application.
Our intellectual property. All rights, title and interest in and to the Application, including without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights and any goodwill associated therewith, but excluding any content that originates from users, are the exclusive property of the Company and its licensors.
Restrictions. You may not copy, reverse engineer, modify or create derivative works of the Application’s intellectual property, in any way or by any means.
You may not use any name, mark, logo or domain name that is confusingly similar to our marks, logos and Internet domain names. You must refrain from any action or omission that may dilute or damage our goodwill.
Changes in the Application; discontinuation
We may, but are not obligated to, maintain the Application with periodic updates or upgrades. We will determine the frequency and scope of such updates and you will have no plea, claim or demand against us or our directors, officers, employees, agents, advisors, consultants, subcontractors and assignees (collectively, our “Staff”), for any of these updates or the lack thereof.
We may, at any time, without prior notice, change the features of the Application or suspend its operation, temporarily or permanently, without any liability to you.
Support, availability and quality
The availability, quality and functionality of the Application depends on various factors, including software, hardware and communication networks, which are provided by third parties, at their responsibility. These factors are not fault-free. We may, from time to time, need to interrupt the Service for maintenance and other operational reasons.
WE DO NOT WARRANT THAT THE APPLICATION WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES OR IMMUNE FROM ERRORS, GLITCHES OR UNAUTHORIZED ACCESS. You will not receive any compensation or refund for such interruptions.
You acknowledge that the Application DOES NOT provide any data back-up services, including with respect to any content or any other data that you or third parties upload, post or use.
During Your use of the application, we will, either directly or with the assistance of third parties, provide you technical support for technical questions, problems and inquiries regarding the Application, during our business days and hours, and pursuant to the support scheme, hours and channels separately conveyed to you.
We will attempt to respond to your technical questions, problems and inquiries within a reasonable time. However, we may decline to provide such support for matters that we deem, in our sole discretion, to require unreasonable time, effort, costs or expenses. We make no warranties to any specific response-time or to the successful or satisfactory resolution of the question, problem or inquiry.
Changes to the Terms
We may amend the Terms from time to time. In such case, we will notify you of the amended Terms. Your continued use of the Application after the effective date of the amended Terms constitutes your consent to the amended Terms. The latest version of the Terms will be accessible through the Application. If you do not accept the amended Terms, these Terms will be terminated (see “Effects of termination” section).
DISCLAIMER OF WARRANTY
THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. WE AND OUR STAFF DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE APPLICATION, ITS CONTENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, ENHANCED GOODWILL OR EXPECTED BENEFITS.
WE DO NOT WARRANT THAT (1) THE APPLICATION WILL OPERATE UNINTERRUPTEDLY, ERRORFREE OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS IN ANY WAY; (2) THE APPLICATION WILL ALWAYS BE AVAILABLE OR FREE FROM MALWARES, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; (3) THE QUALITY OF THE APPLICATION AND THE CONTENT AVAILABLE THROUGH IT, WILL MEET YOUR EXPECTATIONS; (4) THE CONTENT PRESENTED ON THE APPLICATION WILL BE ACCURATE, BENEFICIAL OR RELIABLE; (5) THE RESULTS OF THE USE OF THE APLLICATION WILL BE SATISFACTORY AND WILL FIT YOUR EXPECTATIONS OR REQUIREMENTS.
LIMITATION OF LIABILITY
ANY AND ALL COMMUNICATIONS AND INTERACTIONS BETWEEN YOU AND THIRD PARTIES (SUCH AS USERS), AND ALL CONSEQUENCES RESULTING FROM THE ABOVE, ARE STRICTLY BETWEEN YOU AND SUCH THIRD PARTIES, AND YOU ASSUME FULL AND EXCLUSIVE RESPONSIBILITY FOR THEM. WE ARE NOT A PARTY TO THOSE COMMUNICATIONS, INTERACTIONS, DEALINGS, ENGAGEMENTS AND TRANSACTIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOUR USE OF THE APPLICATION IS AT YOUR OWN SOLE RESPONSIBILITY.
WE, INCLUDING OUR STAFF, SHALL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE SERVICE, THE CONTENT, THE REVIEWS, YOUR WEBSITE, THE FEES AND BILLING, THE USE OF, OR THE INABILITY OF YOU OR THIRD PARTIES TO USE THE SERVICE, AND YOUR SUBSCRIPTION, OR ANY COMMUNICATION OR INTERACTIONS WITH THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS, DEALINGS, ENGAGEMENTS AND TRANSACTIONS WITH OTHERS ON OR THROUGH THE SERVICE, OR YOUR RELIANCE UPON THE SERVICE OR ANY CONTENT UPLOADED OR AVAILABLE TO THE SERVICE, OR ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, OR ANY RELIANCE MADE BY YOU ON THIRD PARTY SOFTWARE, HARDWARE OR PLATFORM, OR ANY FAULT, OR ERROR MADE BY OUR STAFF, OR ANY DENIAL OR CANCELATION OF YOUR SUBSCRIPTION, OR RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF CONTENT ON THE SERVICE.
THE TOTAL AND AGGREGATED LIABILITY OF THE COMPANY AND ITS STAFF, AND ANYONE ACTING ON THEIR BEHALF, FOR ANY AND ALL DAMAGES WHATSOEVER ARISING FROM, OR IN CONNECTION, WITH THE APPLICATION OR THESE TERMS, SHALL BE LIMITED TO THE FEES YOU ACTUALLY PAID (IF ANY) TO THE COMPANY DURING THE 12 MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE.
To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless, us and our staff, at your own expense and immediately after receiving a written notice thereof, from and against any damages, loss, costs and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with your use of, or inability to use, the Service, your Website, any Content, your breach of the Terms, Your breach of any other terms, rules or regulations applicable to the Service.
Links and Commercial Information in the Service
The Application may contain links to Content published on other websites or external sources, provided by third parties. By linking to a certain Website, we do not endorse, or sponsor its content, or confirm its accuracy, credibility, authenticity, reliability, validity, integrity, or legality. We assume no responsibility or liability for such third-party Websites or content, or their availability.
Governing Law & Jurisdiction
Regardless of Your place of residence or organization, or where you access or use the Service from, these Terms and your use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of Israel.
The competent courts located in the Tel-Aviv-Jaffa district will have exclusive and sole jurisdiction over any dispute, claim or controversy arising from, or in connection with, the Service and its use, and with respect to any matter relating to the validity, applicability, performance or interpretation of these Terms. You and us, each, hereby expressly consent to personal jurisdiction in Israel and expressly waive any right to object to such personal jurisdiction or the non-convenience of such forum.
Notwithstanding the foregoing, we may also lodge a claim against you: (a) pursuant to the indemnity clause above, in any court adjudicating a third party claim against us; and (b) for interim, emergency or injunctive relief in any other court having general jurisdiction over you
The company (and its affiliates) may use Customer’s name and logo and disclose that Customer is the company
customer in the company marketing material (including website).
Complete Terms. These Terms constitute the entire agreement between you the Company with respect to the subject matter herein and supersede any and all agreements.
No Waiver. No waiver, concession, extension, representation, alteration, addition or derogation from these Terms or pursuant hereto shall be effective unless effected in writing and expressly.
Severability. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of these Terms shall remain in full force and effect.
No Assignment. You may not assign or transfer your rights and obligations under the Terms without our prior written consent, which consent shall not be unreasonably withheld. Any attempted or actual assignment by you, without our prior consent, shall be null and void. Notwithstanding the provisions of the Assignment of Obligations Law-1969, we may assign these Terms in their entirety, including all right, duties, liabilities and obligations therein, upon notice to you and without obtaining your further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of its equity or assets relating to the Agreement. By virtue of such assignment, the assignee assumes our stead, including all right, duties, liabilities and obligations.
You may contact us with any question that you may have with respect to the Service, at: firstname.lastname@example.org
Last updated: May 18, 2022.
Zoorix Terms of Service for Merchants
(“Zoorix” or “us”, “our”, “we”) provides an online solution which recommends products to users so they can buy them (the “Service”).
These Terms of Service (these “Terms”) govern your access and use of the Service. “You”, “your” or “Merchant” means any third party that uses our Service to enable Users to view and/or interact with product recommendations. “Merchant Website” shall refer to your website. “Zoorix Platform” shall mean Zoorix proprietary platform located at zoorix.com. “User” shall mean a person viewing or interacting with product recommendation via the Service. “Product” means any good or service a User may buy or consider buying from the Merchant Website.
Please read these Terms carefully. These Terms govern your use of the Service. You must accept these Terms prior to downloading, installing or using the Service. By downloading, installing or using the Service, you signify your assent to these Terms. Changes may be made to these Terms from time to time. Your continued use of the Service will be deemed acceptance to any such amended or updated Terms. If you do not agree to any of these Terms, please do not use theService. If you are entering these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms.
1. License. Subject to the terms and conditions hereof, Zoorix hereby grants Merchant a limited, non-exclusive, non-transferable, non - sublicense-able, license to use the Service, solely to enable users to post reviews on Merchant Website and to interact around them.
2. Restrictions. Except as set forth expressly herein, Merchant shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Service; (b) modify the Service, (c) sublicense, sell, distribute or provide the Service to any third party, or (d) bypass any security measure or access control measure of the Service. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law,Merchant shall inform Zoorix in writing in each instance prior to engaging in the activities set forth above.
3. User Content. “User Content” means any material that a User uploads, transfers, posts or makes available through the Service, including any rating, textual, graphic, visual or audio content. Zoorix retains all right, title and ownership in the User Content and reserves the right to use such User Content for any and all purposes without any obligation to you. Unless other wise agreed upon in writing by you and Zoorix, you may not use any third party platforms, other than your own website, to link to or distribute the User Content. Merchant shall have the right to moderate User Content and to decide whether to disclose User Content or not on the MerchantWebsite. The foregoing right of Merchant shall not limit Zoorix own right to publish any User Content on Zoorix Platform or any other use of the User Content by Zoorix. Zoorix has no obligation to accept, display, review or maintain any User Content. Moreover, Zoorix reserves the right to edit, delete or remove User Content for any reason at any time. Any posted or submitted UserContent shall not be considered confidential and may be disseminated by Zoorix without any compensation to you.
4. Intellectual Property. Zoorix has all right, title and interest in the Service. Zoorix and its licensors own the Service, including all worldwide intellectual property rights in the Service, the trademarks and logos contained therein. Except as expressly permitted herein, you may not copy, further modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Service or any UserContent appearing in the Service. You will not remove, alter or conceal any copyright, trademark or other proprietary rights notices incorporated in the Service. All trademarks are trademarks or registered trademarks of their respective owners. Nothing herein shall be interpreted to provide Merchant with any rights in the Service except the limited license to use the Service as set forth herein.
5. Feedback. Zoorix encourages Merchant’s feedback regarding the Service. Zoorix may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
6. Payment. In consideration of the licenses granted hereunder, during the Term Merchant shall make payment to Zoorix in the amount and in the manner set forth on a separate quotation provided by Zoorix to Merchant, plus applicable VAT and other taxes. Merchant shall make payment to Zoorix without deduction or withholding of any taxes or other government charges, except as required by law. If any deduction or withholding is required by law, Merchant shall make payment of additional amounts as required to ensure that Zoorix received the full amount indicated in the applicable quotation. Late payments shall bear interest at the rate of 18% per annum.
7. Merchant’s representations and warranties. Merchant represents and warrants to Zoorix that (i) Merchant is solely responsible for all customer service, order fulfillment, Product returns, or payment of taxes or charges associated with any Product related to the User Content and (ii) Merchant shall obtain all permissions and authorizations required by applicable law for the transfer to and use by Zoorix of your User’s private identifiable information for the purpose of provision of the Service, including for sending applicable emails and recommendations onMerchant behalf.
9. Indemnification. Merchant shall defend, indemnify and hold harmless Zoorix (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Zoorix may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to any breach of these Terms by you. Merchant may not settle or compromise such suit without our consent, not to be unreasonably withheld. Merchant may be represented in any such suit by counsel of its own choosing at its own expense.
10. Disclaimer of Warranties. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Zoorix DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ZOORIX MAKES NO WARRANTY THAT (A) THE SERVICE AND/OR THE USER CONTENT WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE AND/OR THE USER CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE AND/OR THE USER CONTENT WILL BE EFFECTIVE,ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY MATERIALS OR USER CONTENT OBTAINED BY YOU FROM THE SERVICE, FROM US, OR FROM ANY THIRD PARTIES' WEBSITES TO WHICH THE SERVICE IS LINKED, WILL MEET YOU EXPECT ATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE USE OF THE SERVICE AND/OR OF THE USER CONTENT, THE UPLOADING OF USER CONTENT, OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS OR CONTENT THROUGH THE SERVICE, IS DONE AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZOORIX (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICE ORTHE USER CONTENT OR FROM THE CONDUCT OF ANY USERS OF THE SERVICE. ZOORIX FURTHER ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF THE SERVICE OR ANY USER CONTENT. ZOORIX IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE SERVICE, INCLUDING ANY INJURY OR DAMAGE TO YOU OR TOANY PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE SERVICE. THE ENTIRE LIABILITY OF ZOORIX (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS OR EMPLOYEES) HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT MERCHANT HAS ACTUALLY PAID TO ZOORIX IN RESPECT OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE APPLICABLE CLAIM. IF MERCHANT DID NOT MAKE ANY PAYMENT TO ZOORIX, THEN ZOORIX SHALL HAVE NO LIABILITY TO YOU.
12. Term. The term of this agreement will commence on the date Merchant accepts these Terms and will continue indefinitely unless otherwise terminated in accordance with these Terms. Either party may terminate this agreement with advance written notice of 7 days, provided, however, that Zoorix may terminate these Terms and all rights granted here under without notice if it has a reasonable belief that Merchant is using the Service in violation of these Terms or any applicable law, rule or regulation. Any suspension, termination, or cancellation shall not affect your obligations to Zoorix and its licensors under these Terms(including but not limited to intellectual property, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation. Upon termination of these Terms, you authorize Zoorix to continue sending you emails, for example about new features of our Service. We will not send you such messages if you opt-out from receiving such promotional messages.
13. Publicity. Merchant agrees that Zoorix has the right to reveal the fact that it is using the Service, including by displaying its name and logo on Zoorix's website and other marketing materials.
14. Miscellaneous. Zoorix may provide any required notices to the email address, fax number or by first class mail to other contact information you provided upon registration with Zoorix. Notices sent by email will be deemed received when they are sent by us. Notices sent by fax will be deemed received upon the confirmation of receipt thereof. Notices sent by first class mail will be deemed received 10 days after sent by us. Zoorix and Merchant are and intend to remain in dependent parties. Nothing contained in these Terms will be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party will hold itself out as an agent, partner or employee of the other. Neither party will have any right to bind the other party. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements between the parties regarding the subject matter hereof. A waiver of any defaults hereunder or of any of the terms and conditions of these Terms will not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition. Zoorix may assign its rights or obligations pursuant to these Terms. Merchant agrees not to assign any rights under these Terms; any attempted assignment will be null and void. If any provision of these Terms will be deemed invalid or unenforceable by a court of competent jurisdiction, such provision will be interpreted to give maximum effect to its terms as permitted under law, and such invalidity or unenforceability will not affect the validity or enforceability of any other part or provision of these Terms which will remain in full force and effect. These Terms are governed by the laws of Israel without reference to its conflict of law provisions, and the competent courts in Tel Aviv Yaffo will have exclusive jurisdiction to hear any disputes arising hereunder.