Terms and Conditions
Last Updated: _ November 2023
You hereby further acknowledge that you have read the terms of this Agreement carefully in their entirety and that you agree to be bound by them. Please note that this Agreement constitutes the legally binding agreement between you and the Company, and if you do not agree to all terms of this Agreement, you must cease any use of the Platform in any manner whatsoever, and exit and delete the Platform.
- [The Company’s online platform provides suggested activities through certain content and information, including via videos, according to which end users can build Lego® models, while using the Kit (as defined below)] (the “Platform” and the “Platform Content”, respectively).
- You hereby represent and warrant that you are at least 16 years old (the Company reserves the right to request proof of age at any stage to verify compliance with this representation). If you are under 16 years old, you may not use the Company’s Products (as defined below) at any time or in any manner.
- The Kit
- As part of the opening of the Account, you shall be required to select a specific subscription plan as offered by the Company in the Platform (the “Plan”), and place an online order with the Company (a “Sale Order”).
- Subject to execution of the Sale Order, the Company shall provide you with a unique kit of Lego® parts (the “Kit”, and together with the Platform, the “Company’s Products”).
- The Company shall use its best efforts to deliver the Kit to the address set forth in the Sale Order by [courier service], within  business days as of the date of the Company’s approval of the Sale Order. Notwithstanding the foregoing, the duration of such delivery are deemed estimates only, and the Company shall bear no liability for delayed delivery.
- In the event you shall not notify the Company within  days as of delivery thereof that there is damage or missing parts in the Kit, you shall be deemed to have accepted the Kit ordered, and you shall have no claims with respect thereto.
- The use of the Kit by you or by a child authorized by you shall be in accordance with the Platform Content only, and subject to the terms of this Agreement.
- All risk of loss and damage of any kind regarding the Kit shall pass to you upon its delivery. Furthermore, all right and title to such provided Kit (excluding the Intellectual Property Rights therein), shall pass to you upon its delivery and satisfaction of full payment of the Consideration with respect to the Mandatory Period (as defined below).
- Scope of Service & The License
- Subject to the terms herein, the Company shall grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Platform, and any other documentation or user guide related to the Platform, solely for your personal internal use, including any revisions, derivatives, enhancements, updates or upgrades to it (the “License”). For the avoidance of doubt, the Company reserves all rights not expressly granted under the License to the fullest extent under any applicable law, and you shall not acquire any rights whatsoever in and to the Platform, or any materials included therein, beyond the rights granted herein under the License and may only use the same under this Agreement. The Company will have the right (but not an obligation) to review and monitor all use of the Platform to ensure compliance with the terms of the License and this Agreement.
- The Company may update the functionality, user interface, usability, and other user documentation or information relating to the Platform and all of its features, from time to time, at its sole discretion and in accordance with this Agreement and the terms of this Agreement shall apply to any such subsequent updates and upgrades of the Platform.
- Upon your registration to the Platform, the Company shall provide you with the credentials to open an account on the Platform (the “Account”). You may only use and access the Platform through your Account.
- As part of creating the Account, ]you will be asked to choose a password and user name[, which, together with your email address associated with the Account (the “Access Information”), will constitute your identification information to log into your Account.
- You are solely responsible for maintaining the confidentiality of your Account information and Access Information, and you shall remain solely responsible for any activity on your Account and any activity that occurs as part of your access to the Platform and your use thereof. You may not allow any other third party to use or access your Account and agree to use reasonable efforts to prevent unauthorized access to the Platform and any device that you use to access the Platform. If you share your Access Information with anyone, the Company will not be held liable for any loss that may occur as a result thereof.
- You will contact the Company promptly if (i) you discover that any Account information or Access Information is lost, stolen, or disclosed to an unauthorized person; (ii) you reasonably believe that the Account has been compromised, including any unauthorized access, use, or disclosure of Account information or Access Information; or (iii) you discover any other breach of security in relation to the Account information or Access Information, or the Platform, that may have occurred or is reasonably likely to occur.
- User Obligations and Restrictions
- It is your responsibility to obtain and maintain at your expense all necessary equipment, computer hardware, modems, connections to the internet and other items required to access the Platform, and to make sure that such equipment is compatible with the Platform.
- You hereby undertake to use the Company’s Products in a reasonable and sensible manner. You may not, may not permit or aid others, or allow the use of the Company’s Products to any person under the age of 16 years (provided however that the use of the Kit by a child authorized by you is allowed in accordance with section 2.5 above). Without degrading from anything herein, you are hereby specifically cautioned of a choking hazard, as the Kit may contain small parts. Any use of the Kit by children under the age of 3 years is strictly banned, and you may not, under any circumstances, allow such use.
- Without prejudice to any other right of the Company, upon any such forbidden uses as described in this Section 5, the Company shall have the right to (i) immediately terminate the License; (ii) report your behavior patterns on the Platform to third parties, and (iii) take any other action that the Company may deem appropriate to protect its property and rights, as well as the rights of third parties.
- In consideration for the License granted herein, the use of and access to the Platform and the receipt of the Kit, you shall be required to pay the Company certain subscription fees according to the selected Plan (the “Consideration”), as set forth in the Sale Order. The payment terms for the Consideration shall be set forth in the Sale Order.
- Unless otherwise agreed in a specific Sale Order, the Consideration shall payable on a monthly basis, commencing as of the date of the Sale Order (the “Commencement Date”). Notwithstanding anything to the contrary herein, you hereby undertake to provide the Company the Consideration due with respect to the Mandatory Period (as defined below).
- All amounts paid shall be non-refundable, non-cancellable and non-creditable regardless of any termination of this Agreement, for any reason, unless specified otherwise hereunder. All payments shall be invoiced by the Company.
- The Company reserves the right to immediately suspend or terminate your access to the Platform in the event of delay in payment of the Consideration. You shall reimburse the Company for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting late payments pursuant to this Agreement.
- Intellectual Property
- Notwithstanding anything to the contrary herein, the Platform, and any content of the Company that is embodied in the Platform, including without limitation, text, videos, photos, logos, any graphical display of data, designs, sound and the Platform Content, and all Intellectual Property Rights therein and any Feedback (as defined below), and any derivatives thereof and modifications or enhancements to it (collectively, “Company’s IPR”), are exclusively owned by Company and/or its licensors. Except for the License, and as expressly provided herein, no other rights or licenses, expressed or implied, are granted to you by Company with respect to the Platform, Company’s IPR or any Intellectual Property Rights in connection with the Kit.
“Intellectual Property Rights” means any and all worldwide intellectual property rights, whether registered or not, including, but not limited to: (a) patents, patent Platforms and patent rights, know how, inventions, research and development activities and discoveries; (b) rights associated with works of authorship, including copyrights, copyrights Platforms, copyrights restrictions, mask work rights, mask work Platforms and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information, including but not limited to confidential and proprietary information concerning the business and financial activities of Company, and any information concerning its service providers, employees, customers, suppliers, and partners; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
- Any feedback provided by you to Company regarding the Company’s Products or any suggested improvements, enhancements, or derivatives thereto (“Feedback”) is welcome by the Company. You are not required to provide Feedback. However, to the extent that you shall do so, such Feedback shall be solely owned by the Company and shall not, under any circumstance, constitute your confidential information. You hereby acknowledge that the Company may use such Feedback in any manner Company sees fit with no restrictions, without payment of royalty or any other consideration.
- Representations And Warranties
Each party hereby represents and warrants that: (i) it has the full corporate right, power, and authority to enter into this Agreement and to perform the acts required hereunder; (ii) the execution of this Agreement and the performance of its obligations and duties hereunder does not violate any agreement to which it is a party or by which it is otherwise bound; and (iii) this Agreement constitutes a legal, valid and binding obligation, enforceable in accordance with its terms.
- You are solely responsible (a) for Data as entered into, supplied, accessed, or used by you, (b) for complying with any privacy and data protection laws and regulations applicable to Data or your use of the Platform; and (c) that only you will enter or upload Data to the Platform.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE COMPANY’S PRODUCTS ARE PROVIDED ON AN “AS IS,” “AS-AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPLICITLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF YOUR USE OF OR ACCESS TO THE COMPANY’S PRODUCTS REMAINS WITH YOU.
- THE COMPANY DOES NOT REPRESENT OR WARRANT THAT: (I) THE PLATFORM SHALL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE PLATFORM SHALL NOT CONTAIN ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY; (III) THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR THAT IT WILL BE ABLE TO BE USED AT ANY TIME, NOR DOES THE COMPANY WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET; (IV) THE PLATFORM CONTENT IS IN ANY WAY ACCURATE, CURRENT OR COMPLETE; (V) THE COMPANY’S PRODUCTS WILL MEET YOUR REQUIREMENTS.
- THE COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION TO THE PLATFORM OR THE ACCOUNT AND WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU, OR ANY OTHER THIRD PARTY, AS A RESULT, OR IN CONNECTION WITH THE USE OF OR RELIANCE ON THE PLATFORM, THE KIT, THE PLATFORM CONTENT OR ANY OTHER INFORMATION DERIVED THROUGH THE COMPANY’S PRODUCTS. THE COMPANY DOES NOT UNDERTAKE TO ADVISE YOU OF ANY CHANGES IN ANY OF THE PLATFORM CONTENT. IN ADDITION, THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS TO YOUR SYSTEMS OR FOR YOUR USE OF THE PLATFORM OR THE COMPANY’S PRODUCTS.
- Limitation of Liability
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE), INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL THE COMPANY OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF PROFITS, LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ANY EVENT, THE COMPANY'S MAXIMUM AGGREGATE LIABILITY UNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF CONSIDERATION ACTUALLY PAID BY YOU TO THE COMPANY DURING THE SIX MONTHS PRECEDING ANY CLAIM UNDER WHICH SUCH LIABILITY SHALL ARISE.
- The limitations contained in this Section 11 are considered reasonable by the parties having regard to the circumstances which are known to or in the contemplation of the parties at the date of this Agreement and the availability of insurance to the parties.
You hereby agree to indemnify and hold Company harmless from any and all damages, liabilities, costs, losses, or expenses (including reasonable attorney fees) arising out of any claim, demand, or action (“Claim”) by a third party, regarding or in connection your access or use of the Company’s Products, or any breach of your responsibilities or obligations, representations or warranties under this Agreement.
- Links to Third Party sites
The Platform may contain links, content, advertisements, promotions, logos and other materials (the “Third Party Materials”) to platforms, websites or software that are controlled or offered by third parties (the “Third-Party Sites”). If you use these Third Party Materials, you will leave the Platform. The Company does not verify, make any representations, or take responsibility for these Third-Party Sites, including the truthfulness, accuracy, quality, or completeness of the content, services, links displayed, or other activities conducted on or through the Third-Party Sites. The Company does not endorse, sponsor, is affiliated with, or make any representations about the Third-Party Sites or any information, material, or results that may be obtained through the use of Third-Party Sites, and hereby caution you to ensure that you understand the risks involved in using such Third-Party Sites or purchasing anything via these Third-Party Sites, ant to verify all information within the Third-Party Sites before relying on it. If you decide to access any of the Third-Party Sites, you do this entirely at your own risk, and you must follow the privacy policies and the terms and conditions for such Third-Party Sites. The display of these Third Party Materials in the Platform is as a convenience only, and under no circumstances you will hold the Company liable, directly or indirectly, for any loss or damage caused by use of or reliance on any content, goods or services available on any Third-Party Site.
- Service Level
- The Company’s service commitments hereunder do not include downtime to extent resulting from previously scheduled maintenance and events beyond the Company’s reasonable control, including, but not limited to, any downtime caused by (a) outages to any public internet backbones, networks or servers; (b) any failures of your system, equipment, etc.; or (c) acts of God.
- Subject to the terms above, the Company shall provide you with reasonable technical support services with regards to the operation of the Platform or the Kit, in accordance with its standard practice. The Company shall make efforts to respond to any support request within  hours as of receipt of such request, during Company’s standard working hours [(Sunday – Thursday 9:00-18:00 Israel Standard Time, excluding holidays)]. Your sole remedy in the event of any noncompliance with this Section 14, shall be to terminate this Agreement. Such termination does not affect payments of any Consideration due with regards to any use of the Platform prior to termination.
- This Agreement shall be in force and effect as of the Commencement Date, and shall continue for a period of at least  months thereafter (the “Mandatory Period”). Following the lapse of the Mandatory Period, the Agreement shall automatically renew for successive  months periods each, unless you shall provide the Company with written notice of non-renewal at 10 days prior to the end of the then-current renewed subscription term.
- The Company may terminate this Agreement or any Sale Order, for convenience, by providing you with written advance notice of at least  days. In the event of termination in accordance with this Section 15.2, you shall be entitled to a pro rata payment of the applicable Consideration actually paid by you for the terminated period.
- Notwithstanding the above, the Company shall have the right to suspend or terminate the License and your use of the Platform immediately, at any time, upon your failure to comply with any of your obligations hereunder.
- Upon termination of the Agreement, the Company shall be entitled to terminate or disable the Account, and you shall cease to use the Platform. Notwithstanding the termination or expiration of this Agreement, Sections 6 (Intellectual Property), 9 (Privacy), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 15.4 (Termination Consequences) and 16 (Miscellaneous) shall survive and remain in effect in perpetuity.
- The Company may, at its sole discretion, update, upgrade, amend, modify, or discontinue, from time to time, the Platform and/or introduce new services therewith. The Company shall not be liable for any loss suffered by you resulting from any such changes made, nor your inability to use certain features of the Platform or reduced performance associated with failure to install available updates and upgrade of the Platform, and you shall have no claims against the Company in such regard.
- This Agreement, together with any Sale Order (if any), contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, sales orders, or other instrument between the parties. The Company may change and update the terms of this Agreement from time to time. By continuing to use the Platform after any changes come into effect, you are deemed to agree to such revised terms.
- The parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever. The transmission of information to or from the Platform does not create between the parties any relationship that deviates from those specified in this Agreement.
- You may not transfer or assign your rights or obligations under this Agreement to any third party without Company’s prior written approval, and any such purported assignment shall be null and void. Company may assign its rights or obligations under this Agreement at any time.
- The failure of either party at any time to require performance by the other of any provision herein will not affect the right of such party to require performance at any time thereafter, nor will the failure of either party to take action regarding a breach of any provision hereof be taken or held to be a waiver of the provision itself.
- Any provision of this Agreement which is determined to be prohibited or unenforceable by a court of competent jurisdiction will be ineffective only to the extent of such prohibition or unenforceability and will be severed without invalidating the remaining provisions hereof or otherwise affecting the validity or enforceability of such provision.
- The headings used herein are for the convenience of the parties only and will not affect the interpretation of this Agreement. In the event of any contradiction between the explicit provisions of this Agreement and the provisions of the Sale Order, the provisions of the Sale Order shall prevail. Any term not defined within the Sale Order shall have the meaning ascribed thereto in this Agreement.
- This Agreement shall be governed by the laws of the State of Israel without reference to its principles of conflict of laws to the extent they would require the Platform of the law of another jurisdiction. The parties each consent to the exclusive jurisdiction of the courts of Tel-Aviv, Israel, and waive any objection to venue in such courts. Notwithstanding the foregoing, the Company shall be entitled to seek injunctive and other equitable relief without the necessity of showing actual monetary damages in any jurisdiction in the event of an actual or threatened breach.