Terms of Use

Please read carefully before using our services.

RCS™ Terms of Use

Welcome to www.rcs.com (together with its sub-domains, Content, Marks and services, the “Site”).  Please read the following Terms of Use (“Terms”) carefully before using this Site so that you are aware of your legal rights and obligations with respect to RCS Ltd. and our affiliated companies (collectively, "RCS", "we", "our" or "us").  

 

  1. Background.  RCS is the world’s leading international trader of mobile phones, digital cameras and other portable electronics (each a “Product”).  The Site is intended to provide: (i) information about RCS and its products and services; (ii) a trade platform whereby registered users may submit offers and requests to purchase or buy Products (the “Trade Platform”); and (iii) an online auction platform whereby registered users may be invited to participate in Product auctions (“Auction Platform”).  Unless the Trade Platform or Auction Platform is separately referred to in these Terms, all references herein to the Site shall include the Trade Platform and/or Auction Platform.

  2. Consent and Modification.  By visiting or using this Site, you signify your assent to these Terms.  These Terms apply to all users of the Site.  If you do not agree to these Terms then please do not access or otherwise use the Site.  We reserve the right, at our discretion, to change these Terms at any time.  Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.  

  3. Ability to Accept Terms.  

    1. Age Requirement.  The Site is only intended for individuals aged eighteen (18) years or older.  If you are under 18 years please do not visit or use the Site.

    2. Employer Authority.  If you are entering into these Terms, and/or using the Site, on behalf of your employer or other legal entity, you represent and warrant that you have full authority to: (i) bind said employer or other legal entity to these Terms (if they have not already done so); and (ii) use the Service on behalf of your employer or other legal entity.  If you do not have the foregoing authority please do not accept these Terms or access or use the Site.

  4. Site Access.  For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and applicable law.  You acknowledge that certain parts of the Site are only accessible to registered users who have an Account (defined below).

  5. Restrictions.  You shall not, and shall not permit any third party to: (i) copy, distribute or modify any part of the Site or to copy, use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (ii) disrupt any servers or networks connected to the Site; (iii) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Site and/or submit Bids (defined below); (iv) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site; (v) collude with others to influence or manipulate the results of an Auction (defined below) or your submission of Bids, or use third party software to submit Bids; (vi) use the communications systems provided by the Site to send unsolicited or unauthorized commercial communications; (vii) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on the Site; (viii) use the RCS name, logo or trademarks without our prior written consent; and/or (ix) use the Site and/or the Auction Items (defined below) to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms.

  6. Account.  

    1. In order to use the Trade Platform and/or the Auction Platform and possibly other services of the Site, you need to first file a registration request, requesting approval to register and access those applicable parts of the Site ("Account", all references herein to the term Account, unless defined otherwise, shall include both the Trade Platform Account and/or Auction Platform, each applicably named ).  Each Account will enable access to applicable parts of the Site, as detailed hereafter.  

    2. If you wish to register an Account you may submit a request by completing the applicable online Account creation request form that we make available on the Site or by sending us an email to sales@rcs.com, requesting registration to the site and creation of an Account.  We will review any such request and contact you via your designated email address (or telephone number) in order to approve, request additional information or clarification or deny your request.

    3. You confirm and warrant that all the details provided by you in the Account request form are true, accurate, up to date and complete.  If there should be any change in any such details you undertake to immediately update us via an email to sales@rcs.com.  

    4. We reserve the right, in our sole discretion, to approve or deny any request to register any Account as well as the right to terminate your Account at any time, upon our sole discretion, without notice, and to refuse any and all current or future use of the Account or any portion thereof.  

    5. By sending an Account registration request form you give your approval to us and are aware that we reserve the right to make any needed confirmation and background checks we may see fit including, VAT number check, company registration check, internet check, address check, credit check.

    6. The Site is intended for B2B trading.  If you are not a business, distributor or trader legally acting in the personal electronics and cellular trading business then you may not be permitted to make use of the Site and/or register an Account.  

    7. Each Account is a personal account and may not be used by any other person other than the one who submitted the request for its creation and may not be transferred, shared or assigned in any way or manner.  For avoidance of doubt it is made clear that should the Account be a company account, the person using the Account shall be the company's permitted user/representative, as detailed in section 3.2 above.  You are solely responsible for the activity that occurs in and by your Account, and you must keep your Account details secure and private.  You must notify RCS 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 RCS at sales@rcs.com.  Notwithstanding anything else herein, RCS reserves the right to pursue any and all claims against any unauthorized user of your Account.

  7. Trade Platform.  

    1. General.  If you are logged-into an Account which permits you to participate in our Trade Platform then you may submit offers and requests for Products to RCS through the following link trade.rcs.com or by sending an email to your RCS agent (each an "Offer").  RCS, upon its sole discretion, shall be entitled to place all or part of such Offer on the Trade Platform for viewing by other users which have an Account.  Any registered Site user that submits an Offer to the Trade Platform is referred to in these Terms as an “Offer Maker”.  Offers are considered User Submissions, as defined in the section below entitled 'User Submissions'.

    2. Right to the Products.  If you are offering to sell Products then you represent and warrant that you have, or have obtained, the right to offer for sale and to sell and distribute said Products, have full and clear title of the applicable genuine goods, legal right to act in the trade of such products and that you are aware that such sale will be done according to the applicable terms and conditions of the RCS purchase orders.  If you are offering to purchase Products then you represent and warrant that you will legally make use of and/or legally sell or distribute said Products, and that you are aware that such sale will be done according to the applicable terms and conditions of the RCS Proforma invoiceorders.

    3. Anonymity of Offers.  Offers are displayed on the Trade Platform on an anonymous basis.  If you submit an Offer and it is displayed on the Trade Platform then the terms of the Offer will be publicly available on the Trade Platform to other users which have an  Account, however personally identifiable information about you as the Offer Maker will not intentionally be displayed on the Site.  Notwithstanding the foregoing, you acknowledge that information that you have included in your Account and as part of the Offer is available to RCS.  We may use any such information in accordance with our Privacy Policy (defined below), including for internal marketing and research needs as well as in order to manage and enhance our Site and services.  

    4. Viewing Offers.  You acknowledge and agree that: (i) you are solely responsible for your decision to select, view and rely on an Offer; (ii) we do not make any representation, warranty, or endorsement about any Offer that appears on the Site, including its accuracy, applicability or credibility, or whether or not the Offer will meet your needs; and (iii)RCS shall not be liable for any loss or damage caused to you by your reliance on any Offer or warranty, representation, advice, information, product or service provided or not provided to you following an Offer.  If you choose to view and rely on an Offer then you do so at your own discretion and risk and you agree to waive any legal or equitable rights or remedies you may have against RCS with respect to your reliance any Offer.

    5. Moderation of Offers.  We reserve the right, without further notice to you, to monitor, censor, edit, delete, refuse, and/or remove any Offer, or part thereof, at any time and for any reason, including without limitation for breach of these Terms.  If you choose to participate in the Trade Platform then you agree that we shall not be liable for our decision to refuse to display an Offer or to display an Offer whether fully or partially, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect to any such decision.

    6. No Obligation.  The display of an Offer on the Site shall not impose any commitment or obligation on RCS to buy or sell a Product or any obligation on the part of RCS to the commercial details of the Offer.

  8. Auction Platform.  

    1. General.  If you invited to participate in our Auction Platform to participate in certain online auctions on the Auction Platform for Auction Items (as defined hereafter) (each an “Auction”). If you choose to participate in an Auction which you have been invited to participate in, then you will bid against other registered users which have also been invited to participate in such specific Auction.  Any person or entity that participates in an Auction, whether you or another registered user, is referred to in these Terms as an “Auction Participant”.

    2. Export.  RCS sources leading-brand trade-marked goods from all over the world.  While these are always genuine products, their export or re-export all over the world and their final destination will depend on you. It is your sole responsibility to, where applicable, obtain the trade mark owner's permission for sale in a particular market. RCS specifically excludes any responsibility and liability as well as any claim for rescission of contract or damages in cases where distribution and other rights of the trade mark owner are not exhausted in the case of particular jurisdiction with respect to any particular consignment(s).

    3. Warranty.  RCS ships genuine goods with the manufacturer's original world-wide guarantee as may be applicable. The terms of such warranty may however occasionally be different to the statutory requirements of a particular market. If you intend to re-sell the Auction Items directly to consumers in any particular market, it is your sole responsibility to ensure that the terms of warranty of onward sale to consumers meets the minimum requirements of that particular market in which the goods are to be sold. RCS hereby specifically excludes any responsibility and liability for differences between the terms of the manufacturer's original warranty and those mandated by the laws of a particular market or jurisdiction, the sole responsibility for which shall lie with you.

    4. Invitation to Auction.  You may only participate in an Auction that we have invited you to participate in.  We will invite you to participate in an Auction by sending you an email or an SMS with a link to the Auction as well as a notice to your Account.  

    5. Anonymity of Participation.  We do not intend to display any personally identifiable information about an Auction Participant on the Auction Platform.  We do however display a partially obscured user name of each Auction Participant on the Auction Platform for other Auction Participants to see.  This enables Auction Participants to see how many participants are participating in the Auction and the status of the Bids.

    6. Payment Particulars.  You may not participate in an Auction unless you have provided us with the information that we require to process your payment in the event that you win the Auction (“Payment Particulars”).  You undertake: (i) not to participate in any Auction if you have not provided us your up-to-date and accurate Payment Particulars; and (ii) to immediately provide us with updated information if your Payment Particulars change.

    7. Auction Items.  Each Auction will be for the specific Product or item that has been stated in the invitation and which is displayed on the Auction Platform in connection with the Auction (“Auction Item”).  

    8. Minimum Auction Price.  We reserve the right to start each Auction at a minimum price for the Auction Item and to determine the minimum Bid increment amount.

    9. Bids.  

 

  1. In order to participate in an Auction, each Auction Participant may place bids that have a real monetary cash value (each a “Bid”).  For example, and for clarification, purposes only: if an Auction Participant places a bid in the amount of $10,000, then the Auction Participant will be deemed to have placed a bid for $10,000 in real money.

  2. You acknowledge and agree that: (a) if you choose to bid in an auction then each Bid that you place will have a real monetary cash value; and (b) each Bid that you place is non-cancellable and is a binding obligation and promise to pay us if you win the Auction; (c) by placing the Bid you give your automatic approval to the Purchase Order terms as set forth on the Auction site. You undertake to pay us your final Bid amount if you win the Auction.  For the avoidance of doubt, you only need to pay the amounts that you Bid if you win the Auction.

  3. You must not place a Bid under any Account except for your own Account.  If this is a company Account, you may place a Bid solely subject to Section 3.2 above and only if you are that company's authorized personal for such actions and as long and only to the extent that you have obtained the express authorization of the company holding such Account to do so.

 

    1. Auction Duration and Timer.  Each Auction will remain open for a specific period of time, as displayed on the Auction Platform and as stated in the invitation provided to you ("Auction Duration"), during which you and other registered users may submit Bids.  The remaining Auction Duration is displayed on the Site by a timer which counts-down to zero ("Timer").  The Auction will be deemed to start when the Timer begins to count down.  When the Timer reaches zero (“End of the Auction”), the Auction will be closed and you and other Auction participants may not place any more Bids.  We do not reset or restart the Clock during the Auction Duration.  The Site user that has placed the highest Bid at the End of the Auction will be deemed the winner of the Auction (“Auction Winner”) and will be deemed to have placed a non revocable non cancelable Purchase Order for the Auction Item in the amount of the highest Bid.

    2. Purchase Orders and Payment Terms.  The Auction Winner must immediately complete and submit to us after the closing of the Auction a signed purchase order (“Purchase Order”).  We may also send you an email or SMS to notify you that you are the Auction Winner and invite you to complete and submit the Purchase Order.  You agree: (i) to promptly complete and submit the Purchase Order to us; (ii) that a Purchase Order does not place any binding obligation on RCS until such time as RCS receives the signed Purchase Order or provides you with an invoice subject to Section 8.10 hereafter; (iii) that you may not add any terms and conditions to the Purchase Order and that any terms and conditions which you may add to the Purchase Order are not binding and shall have no legal effect; and (iv) to pay the price for the Auction Item in accordance with the payment schedule and payment terms set forth in the Purchase Order.

    3. Failure to Submit a Purchase Order.  If you win an Auction but do not submit the related Purchase Order within twelve (12) hours of the Auction End Time, then you acknowledge and agree that we may invoice you for the total amount of your winning Bid and you agree to promptly pay such amount within two (2) days of the date of invoice and such invoice shall be deemed as automatic acceptance of the Purchase Order as if duly signed.  

    4. Verification.  RCS reserves the right to verify each winning Bid.  The Auction Winner is solely determined by RCS and is based on our records for the related Auction.  Our decision regarding the identity of the Auction Winner is final.

    5. No Purchase Guarantee.  You acknowledge that: (i) your participation in an Auction does not guarantee that you will win the Auction and be entitled to purchase the Auction Item; (ii) the outcome of an Auction depends on the number of Auction Participants and the way in which each Auction Participant submits Bids; and (iii) the precise number or the amount of Bids that you will need to submit in order to win an Auction depends on the number of other Auction Participants and the final price that they are willing to pay for the Auction Item.

    6. Cancelled Auctions.  We reserve the right to cancel an Auction at any time due to a system or technical error or circumstances beyond our control.  We will not invoice you for an amount that you have bidded if the Auction is cancelled by us.

  1. Payments to RCS. Except as expressly set forth in the Terms, your general right to access the Site hereunder is currently for free, but RCS may in the future charge a fee for certain access or usage.  You will not be charged for any such access or use of the Site (other than for Bids, as detailed in Section 8 above) 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 Site.

  2. Intellectual Property Rights.  

    1. Content and Marks.  The: (i) text, documents, articles, brochures, descriptions, graphics, photos, sounds, videos and interactive features on the Site, including the Site look and feel which is protected by patents, copyrights, trademarks, service marks, trade secrets, morality rights, know how, international treaties and/or other proprietary rights (collectively, the "Materials"), (ii) Site products, services and software (collectively, the "Software"), (iii) User Submissions, as defined below (and together with the Materials and Software, the "Content"), and (iv) the trademarks, service marks and logos contained therein ("Marks"), are the property of RCS and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties.  'RCS', the RCS logo and related logos owned by RCS, and other marks are Marks of RCS or its affiliates.  All other trademarks, service marks, and logos used on the Site or on the Products are the trademarks, service marks, or logos of their respective owners.  We reserve all rights not expressly granted in and to the Site and the Content.  

    2. Use of Content.  The Content on the Site is provided to you on an 'as is' and 'as available' basis for your informational and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent or as expressly permitted herein.  If you download or print a copy of any Content you must retain all copyright and other proprietary notices contained therein. You may not use the Content on the Site for any illegal purpose or in any manner inconsistent with these Terms.

  3. User Submissions.

    1. General.  The Site may permit the submission, hosting, sharing and publishing of Materials by you and other Site users ("User Submissions").  Each Offer is considered a User Submission.  Unless an Offer is separately referred to, all references herein to a User Submission shall include Offers.

    2. License to User Submissions.  By posting, publishing, uploading or providing your User Submissions to the Site, or submitting your User Submissions to RCS, including for the purpose of posting, publishing or uploading you hereby grant RCS a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of display, and perform the User Submissions in connection with the Site and RCS' business, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law.  You also hereby grant each user of the Site or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.

    3. Responsibility.  You shall be solely responsible for your User Submissions and the consequencesof posting, publishing or uploading them or submitting them for such purpose.  We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all Content posted on the Site (including User Submissions) at any time and for any reason. We do not guarantee any confidentiality with respect to any User Submissions, regardless of whether or not it is published.

    4. Ownership.  You represent and warrant that you own or have the necessary rights and permissions to use and authorize RCS to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms.  Unless the User Submissions are separately referred to, all references herein to Content shall include references to User Submissions.  "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, 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, foreign or domestic.  Youretain all of your ownership rights in and to your User Submissions.

    5. Prohibited Content.  You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or is otherwise subject to third party intellectual property or 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) violates export control laws; (vi) is unlawful, known to be false, 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 inappropriate; (vii) is otherwise malicious or fraudulent; and/or (viii) breaches these Terms.

    6. Exposure.  You understand and acknowledge that when accessing and using the Site: (i) you will be exposed to User Submissions from a variety of sources, and that RCS is 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 hereby agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against RCS with respect to (i) and (ii) herein.  

  4. Information Description.  We attempt to be as accurate as possible.  However, we cannot and do not warrant that the Content available on the Site (including any Offers posted on the Trade Platform) is accurate, complete, reliable, current, or error-free including any advertisements that may be posted on the Site whether by us or by any other third party.  We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving 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.  YOU ARE ADVISED TO CONSULT WITH YOUR FINANCIAL, LEGAL OR OTHER ADVISORS TO VERIFY PRICING OR OTHER INFORMATION INCLUDED ON THE SITE.  

  5. Disclosure.  We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Site, and your use thereof, including User Submissions and the details provided by you through your request for registration to an Account or applicable checks conducted by us in relation to such Accounts, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce the Site Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of RCS, its users or the public.

  6. Links.  The Site may contain links to third party websites that are not owned or controlled by RCS.  We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites.  You: (i) are solely responsible and liable for your use of third party websites and any content that you may send or post to a third party website; and (ii) expressly release RCS from any and all liability arising from your use of any third party website.  Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit, link to or post content on.

  7. Privacy.  We will use any personal information that we may collect or obtain in connection with the Site, including any information provided through the Offers and the request for registering an Account, in accordance with our privacy policy which is available at www.rcs.com\Privacy (“Privacy Policy”).  You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.

  8. Copyright Policy.  It is our policy to respect the legitimate rights of copyright owners, and we will respond to clear notices of alleged copyright infringement in accordance with our Copyright Policy which may be viewed at: www.rcs.com\Copyright ("Copyright Policy").

  9. Warranty Disclaimers.

    1. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.  RCS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES 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.  RCS DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS.  THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS.  YOU AGREE THAT RCS 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.  EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, RCS 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 SITE.  

    2. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT (INCLUDING, FOR THE AVOIDANCE OF DOUBT AND WITHOUT LIMITATION, OFFERS), PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY, AND WE DISCLAIM ALL LIABILITY FOR ANY SUCH CONTENT.  YOU SPECIFICALLY ACKNOWLEDGE THAT RCS SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT OF ANY OFFER MAKER OR SITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.  

    3. 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.

  10. Limitation of Liability.  TO THE FULLEST EXTENT PERMISSIBLE BY LAW: (i) RCS SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF RCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, and (ii) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RCS FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO RCS FOR USING THE SITE DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM.  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.

  11. Indemnity.  You agree to defend, indemnify and hold harmless RCS 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) use of, or inability to use, the Site; (ii) your User Submissions; (iii) your Bid or action or non-action under any Auction, whether as an Auction Winner or not; or (iv) your violation of these Terms.

  12. Securities Laws. The Site may include statements concerning RCS' operations, prospects, strategies, financial condition, future economic performance and demand for products or services, as well as its intentions, plans and objectives that are forward-looking statements.  These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond RCS' control.  When used on the Site or in these Terms, words like "anticipates", "expects", "believes", "estimates", "seeks", "plans", "intends" and similar expressions are intended to identify forward-looking statements designed to fall within any applicable safe harbors for forward-looking statements.  This Site and the information contained therein does not constitute an offer or a solicitation of an offer for the sale of any securities, commodities and/or other goods of any kind or nature.

  13. Information and Press Releases. The Site may contain information and press releases about RCS.  While such information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases.  Further, information about companies other than ours contained in the press release or otherwise should not be relied upon as being provided or endorsed by us.

  14. Term and Termination.  These Terms are effective until terminated by RCS or you.  RCS, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms).  RCS shall not be liable to you or any third party for termination of the Site, or any part thereof.  If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site.  Upon termination of these Terms, you shall cease all use of the Site.  This Section 22 and sections 5 ('Restrictions'), 10 (Intellectual Property Rights), 11.2 (License to User Submissions) to 11.5 ('Prohibited Content'), 15 (Privacy) to 19 (Indemnity) and 24 (Independent Contractors) to 27 (General) shall survive termination of these Terms.

  15. Independent Contractors.  You and RCS are independent contractors.  Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and RCS.  You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of RCS.

  16. Assignment.  These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by RCS without restriction or notification to you.

  17. Governing Law and Disputes.  These Terms and the relationship between you and RCS shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws.  You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Jaffa and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that RCS may seek injunctive relief in any court of competent jurisdiction.

  18. General.  RCS reserves the right to discontinue or modify any aspect of the Site at any time.  These Terms shall constitute the entire agreement between you and RCS concerning the Site.  If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.  No waiver of any term of these Terms 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 these Terms 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 SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.  OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Last updated: 31 January 2013