1. General

Welcome to Thank You GPT. Adelante Ltd. provides the www.ty-gpt.com website (“Site” or “Website”) and various products and services, subject to compliance by you (referred to as “you” or “your”) with all the terms, conditions, and notices contained or referenced herein (“Terms of Use”), and subject to any other written agreement between you and us.

1. The Adelante Ltd, an Israeli company no. 516306438 (hereinafter: "Adelante," “Company," "us," "our," or “we”) exclusively owns the Site, Management Tools, and the Services offered on it.
2. When using or purchasing products, goods, or services ("Service" or "Services") on this Site, you shall be subject to these Terms of Use as a binding contract between you and us. Any other guidelines or rules are hereby incorporated by reference into these Terms of Use.
3. The Terms of Use sections are for convenience and orientation purposes only and will not be used for the Terms of Use interpretation.
4. You do not have any obligation to approve these Terms of Use, but if you decide not to approve them you may not be able to use our Services.
5. Our Quotation, as defined below, will be considered as an appendix to these Terms of Use. These Terms of Use shall prevail the Quotation and interpretation shall be given that complies with the Terms of Use provisions.
6. We reserve the right to change these Terms of Use from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to review this Site and these Terms of Use periodically and be aware of any modifications. Your continued use of this Site after such modifications will constitute your acknowledgment of the modified Terms of Use.
7. BY COMPLETING THE PURCHASE PROCESS AND/OR USING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE EXIT THIS SITE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SITE, OR ANY PRODUCTS AVAILABLE ON OR THROUGH THIS SITE, IS TO STOP USING THIS SITE AND/OR THOSE PARTICULAR PRODUCTS. YOUR COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SITE.

2. Definitions– These will constitute the definitions in these Terms of Use

1. "User" - You and anyone who uses the Site or Management Tools. The use includes, but is not limited to, reading, browsing or viewing content, ordering services or goods, making a payment, or transferring information. 
2. "Platform" - the hardware, peripherals, communications, software, and any infrastructure or means necessary for the provision of Services to the User, including the help desk system, except the Management Tools as per its below definition.
3. "Services" – shall include the definition and implementation of tools for improving digital information management processes as agreed between the parties, which will be carried out during the use of the Platform.
4. "Management Tools" - the software applications developed by us, whose purpose is to improve the User's information management and work processes.
5. "User Information" - original information of the User that has not been processed by the Management Tool.
6. "Processed Information" – the outcome of the process made by the Management Tools while processing the User Information.
7. "Access Means" - means required for the Management Tools' interfacing to the Platform, including any User's computerized systems.
8. "Quotation" - all details and conditions, in their most up-to-date version, as sent to you or presented on the website.

‍3. Statements of the parties

1. Nothing of this Terms of Use and\or the performance of their obligations thereunder contradict any obligation to any third party and\or any applicable law.
2. These Terms of Use do not define between the parties a relationship of employee-employer, ownership, partnership, or representation, but only a relationship between a service provider (Adelante) and a recipient of Services (You).
3. The User declares its full awareness that the Services success depends on the User’s full and that continuous cooperation with our work is required, as per the processes and conditions specified in the Quotation.
4. The User declares that it has everything needed for implementation of the Management Tools and that the User will be the sole responsible for the continuity, availability, and correctness of the User Information, and the compliance of all with the provisions of any applicable law.

4. The Services – Without derogating the above generality definitions, the User is entitled to the services listed below:

1. The User has operational processes, which it wishes to Automate with the Management Tools.
2. The Management Tools will be examined thoroughly by the User to ensure that it encompasses all the User's relevant business and operational processes. Moreover, The User will ensure that the Management Tool meets its requirements and needs as per its operational processes. 
3. Per User's Management Tool approval (hereinafter: "Tools Approval"), we will carry out the task of setting up the Management Tools.
4. Upon completion of the Management Tool settings and its delivery to the User (hereinafter: "Activation Date"), the User will perform internal tests of the Management Tool for a period not exceeding 30 days (hereinafter: "Trial Period").
5. It is agreed that during the Trial Period, Adelante will have no responsibility regarding the quality or integrity of the Management Tools, that the User will make sure that it is ready to run all needed tests, and that it has backed up its data before the Trial Period.
6. Till the end of the Trial Period, the User will report us by writing any error of the Management Tools(hereinafter: "Tools Error"). We will do our best to correct the reported errors.
7. As of the Activation Date, Processed Information will be delivered to the User, and we will not save any User Information.

5. The use of Management Tools

1. Subject to your compliance with all the obligations under this Terms of Use, the Company grants you a personal, untransferable, for a limited period, not exclusive right to use the Management Tools.
2. Per User's violation of any of its obligations under these Terms of Use, which will not be corrected within seven days of the date we notified of such violation, we will have the right to cancel and/or restrict your right to use the Management Tool, and you release us from any claim or demand in this regard.‍

6. Payment Terms

1. We will be entitled a Fee from the User for our Services As per the Quotation instructions (hereinafter: "Fee"). VAT will be added to the Fee per any applicable law.
2. The Fee Payment will be paid by the User's credit card. The credit card details will be delivered to us in advance and will remain in our possession.
3. Any failure of the Users Fee payment, up to the payment date, will be a User's major breach of this Terms of Use agreed, and an agreed reason for our canceling of the User's rights to use the Management Tools. Moreover, we will be entitled to any right by the law.

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7. Ongoing Service

1. Adelante undertakes its availability for an initial response within 48 hours of User's service requests relating to a malfunction of the Management Tools.
2. Service calls may be sent to the e-mail address help@ty-gpt.com.
3. It is clarified that section 7.1 above is not a commitment of the period needed to correct any malfunction and\or to change or reduce the User's Fee payment obligations.

8. Liability limitation

1. The User will be solely responsible for the Platforms and the Platforms providers, will bear the full costs and obligations of it, and will be required to approve any required documentation for the use of the Platforms and\or requested by the Platforms providers.
2. Note that no guarantee is granted that there will be no temporary, continuous, full, or partial Management Tools malfunctions, including as a result of failures, changes, or updates of the Platforms (Hereinafter: "Platform Malfunctions").
3. As Platform Malfunctions will occur, we will make commercially reasonable efforts to solve the malfunctions per the agreed service terms between us. Nevertheless, we will have no responsibility for the integrity, update, or continuity of Management Tools in case of change or update of the Platform and\or Platforms providers services.
4. Without derogating from the generality of the above, it is agreed that our responsibility is only for the definitions and implementation of the Management Tools. Therefore, we will not bear any direct and\or indirect damage, cost, or lack of profit to you or any third party, as a result of the Management Tools use or malfunction.  It is clarified that our liability for any Management Tools failure will be limited to the activities needed to correct it and per the other terms of this Terms of Use.
5. In the case that a court of law will find us responsible for any damage, cost, or lack of profit, It is agreed that our maximum liability, compensation, or indemnification will not exceed your last one-month Fee paid to us.
6. We will not be responsible for storing or saving any of your or any third-party data, User Information, or Processed Information.
7. The Management Tools relay its operation on the Platforms and other third parties. You will be solely responsible for checking the Platforms and Platform providers' instructions thoroughly and ensuring that you comply with all Platforms and Platform providers' instructions, per any applicable law.

9. Access to information

1. The accurate and continuous Access Means that You will provide us are necessary for the management tools' implementation and ongoing operation. 
2. Our use of your data is detailed herein and in the Privacy Policy. 
3. You are required to update us in advance by writing of any change or update of the Access Means, which may affect the access and connectivity possibility of the Management Tools to any of the Platforms. You release Us from any liability or claim regarding a Management Tools malfunction due to      Access Means issues.
4. We will maintain the Access Means securely and reasonably, but it is not guaranteed that the Management Tools, our Services, and the Access Means are immune from unauthorized third parties, and you release us from any liability or claim regarding such unauthorized access.

10. Advertising content

1. You authorize us to bring to your attention advertising content, marketing, and various recommendations, which We believe that you may find interest in (hereinafter: "Advertising Content"). We may share with you Advertising Content via e-mail and/or during Your use of our Services.
2. At any time, you may request us to stop bringing to your attention Advertising Content by e-mail or using dedicated tools that will accompany the Advertising Content.
3. Note that none of the Advertising Content constitutes our recommendation or encouragement in purchasing services, assets, or products. We are not a party to any presentation or contract between You and the advertiser, and that you release us from any liability related to Advertising Content and/or Advertising Content service providers.

11. External links

1. While you use the Services, you may find links to various sites on the Internet, which are not operated or published by us. (hereinafter: "External Links").
2. We do not undertake that External Links will lead to an active website, their reliability, correctness, or compliance with the law's requirements. We are not a party to any contract with any external link publishers and will not be liable for any debt due to damage, expense or loss caused or were allegedly caused in connection with third parties with External Links.

12. Confidentiality

1. Any information about you and us will be treated by the other as Confidential.
2. Neither of you or us will disclose the other's information to a third party if the disclosed information is not a common public domain already, or without the other's party explicit written consent, or in accordance with a legal requirement, or during a dispute resolution proceeding between you and us in the court of law.
3. For the avoidance of doubt, confidentiality will apply to all information that reaches us from you due to our Services to you, which does not constitute public domain but constitutes a trade secret per the provisions of the Israeli Commercial Torts Law, 1999.
4. You authorize us to monitor your Management Tool activity to analyze your activity and use of the Management Tool.

13. Intellectual Property

1. "Adelante," the Management Tools, and any idea, patent, design, trademark, Documents, software code, drawing, or any part thereof are the exclusive property of Adelante (hereinafter: "IP").
2. Notwithstanding the above in section 13.1 above, this Terms of Use does not give us any rights in Your ideas, patents, designs, trademarks, Documents, software code, and/or drawing you owned before you approved of this Terms of Use.
3. You are prohibited from transferring, selling, renting, publicly broadcasting, copying, or reproducing the Management Tools or Management Tools' content.
4. None of your comments or proposals regarding the development and/or design and/or improvement of the Management Tools will give you no right in Adelante or the Management Tools, and you give us a worldwide license to use those for no cost.

14. Termination of the contract
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 We reserve the right to change, discontinue and/or suspend the activity of the Services, in whole or in part, temporarily or permanently, by our own discretion and without prior notice, or being required to provide a justification or explanation, and you hereby waive any claim and/or demand in this regard.

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15. Miscellaneous

1. Survival. Sections 8, 12 - 15 of this Terms of Use will survive its termination or expiration.
2. Entire Terms of Use; Amendment and Waiver. These Terms of Use and the constitute the full and entire understanding and Terms of Use between the parties with regard to the subject matters hereof and thereof. Any term of this Terms of Use may be amended, and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of all of the parties to this Terms of Use.
3. Severability. In the event that provision of These Terms of Use is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from These Terms of Use, and the remainder of These Terms of Use shall be interpreted as if such provision were so excluded and shall be enforceable per its terms; provided, however, that in such event these Terms of Use shall be interpreted to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction and further provided that the essential terms and conditions of these Terms of Use for each party remain valid, binding and enforceable.
4. We may update these Terms of Use at any time. If we do so, we will notify You. It is agreed that the continued use of the Management Tool after our notice will constitute your consent to the said change.
5. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Terms of Use shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Terms of Use, or any waiver on the part of any party of any provisions or conditions of this Terms of Use, must be in writing and shall be effective only to the extent expressly set forth in such writing. Under this Terms of Use, all remedies afforded to any of the parties by law shall be cumulative and not alternative.
6. Successors and Assigns. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created by these Terms of Use may be assigned or transferred by you without our prior written consent.
7. Governing Law; Jurisdiction. These Terms of Use shall be governed by and construed according to the State of Israel's laws. Any dispute arising under or related to these Terms of Use shall be resolved exclusively in the competent court for Tel Aviv-Jaffa district, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such court.
8. Notices. Notices to you shall be delivered through your e-mail address or postal address and shall be deemed to have been received by you, and shall be effective, (i) on the day given, if personally delivered or if sent by confirmed e-mail or (ii) on the third day after which such notice is deposited, if mailed.‍
9. THE SITE AND ALL CONTENT (regardless of who generates it), SITE FUNCTIONALITY, OFFERING, ASSISTANCE, CONSULTATION, ACTIVITIES, COURSES AND SERVICES PROVIDED BY THE SITE, ADELANTE LTD OR THIRD PARTIES (collectively, “COMPLETE SITE”) ARE SUBJECT TO CHANGE AND PROVIDED BY US OR THIRD PARTIES “AS IS” WITHOUT ANY WARRANTY OR CONDITION, AND WITHOUT THE UNDERTAKING OF ANY DUTY, OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY DUTY (IF ANY) OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. THE COMPLETE SITE IS PROVIDED: (1) WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU; AND (2) WITHOUT ANY ASSURANCE, OR WARRANTY, CONDITION OR DUTY OF OR REGARDING: FUNCTIONALITY; PRIVACY; SECURITY; ACCURACY; AVAILABILITY; LACK OF: NEGLIGENCE, INTERRUPTION, VIRUSES OR OF OTHER HARMFUL CODE, COMPONENTS OR TRANSMISSIONS; OR THE NATURE OR CONSEQUENCES OF AVAILABLE CONTENT SUCH AS (WITHOUT LIMITATION) WHETHER SOFTWARE OR OTHER CONTENT IS SUBJECT TO ANY PARTICULAR LICENSE, OR WHETHER IT IS SUBJECT TO ANY RESTRICTIONS OR CONSEQUENCES THAT MIGHT BE TRIGGERED BY ANY EXERCISE OF A RIGHT GRANTED UNDER THESE TERMS. ALSO, THERE IS NO WARRANTY BY US OR THIRD PARTIES OF TITLE OR AGAINST INFRINGEMENT OR INTERFERENCE WITH ENJOYMENT OF ANY ASPECT OF THE COMPLETE SITE. YOU AGREE THAT YOU WILL OBTAIN (INCLUDING THROUGH DOWNLOAD) ANY CONTENT ENTIRELY AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING INFRINGEMENT, BREACH OF CONTRACT, CONSEQUENCE OR DAMAGE, INCLUDING (WITHOUT LIMITATION) TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.

16. Adelante- Contact details

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‍Company Name: Adelante    
Address for letters: Uriel Acosta 3 Tel Aviv, Israel    
E-mail: help@ty-gpt.com
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Last update: 04/10/2023

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