1. ACCEPTANCE OF TERMS
We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on our website. You should check our website periodically at the following URL: www.yotpo.com/terms-of-service to review such changes in the Terms. By continuing to use the Site, Services, Materials and/or Review Tool (defined below) following such modifications, you agree to be bound by such modifications. If you are not comfortable with all of the provisions of these Terms, please do not use the Site, Services, Materials and/or Review Tool.
2. LIMITED LICENSE TO ACCESS THE SITE AND SERVICES
Subject to the terms and conditions set forth herein (including without limitation payment of the applicable fees), Yotpo hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, fee bearing, limited license to access and make personal use of the Yotpo proprietary services known as Yotpo Review System (the "Services"), only according to the terms of these Terms. The license shall be granted until terminated in accordance with the terms hereof. If currently the Services are provided to you free of charge, please note that Yotpo may at its discretion, at any time, charge you with license fees, under any payment conditions as it deems fit, subject to sixty (60) days prior notice either by email and/or a prominent notice on the Site (the "Fees"). In the event you decide not to pay the Fees, your license shall be automatically terminated with immediate effect and without any requirement from Yotpo to provide a notice or a remedy period. If your license to use the Services expires, is terminated, is not renewed, or is otherwise discontinued for any reason, Yotpo may, without notice, delete or deny you access to any of the Materials (as defined below) or meta data that may remain in its possession or control.
3. LIMITATIONS ON USE
You undertake to use the Site solely for your own internal business use. Except as specifically permitted herein, you agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share any of your rights under these Terms with/to anyone else; (ii) transfer, distribute, copy all or any part of the Site and/or the Materials; (iii) refer to the Site by use of framing and/or deep-linking; (iv) make use of the Site or distribute any part thereof in any jurisdiction where same are illegal or which would subject Yotpo or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use, the Site for any illegal, harmful or offensive use; (vi) promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law, or that may be perceived as unlawful, inflammatory, offensive, or otherwise inconsistent with the spirit of Yotpo and/or its affiliates' services; (vii) transmit any viruses or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (viii) visit the Site through unauthorized means; (ix) distribute, publish, send, or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations (like "spam"), including commercial advertising and informational announcements (other than as otherwise permitted below in Section 6 and subject to the standards specified thereof); (x) distribute, publish, send, or facilitate the sending of any inappropriate, inaccurate, misleading, fraudulent or otherwise illegal content or content which infringes Intellectual Property Rights (defined below) of third parties or their right for privacy; (xi) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Site or create derivative works thereof; (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Site; (xiii) use the Site and/or Services in a manner that may subject any part thereof to any obligation to disclose or distribute the source code thereof and/or that may cause others to have the right to modify or create derivative works thereof; or cause them to become redistributable at no charge.
The Site must be used and maintained in strict compliance with the instruction and safety precautions of Yotpo contained herein. You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to the Site.
4. OWNERSHIP OF PROPRIETARY RIGHTS
All the Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Site and the Services, including without derogation any underlying software, platforms, algorithms, technology, Site design, any information, services, texts, files, videos, various applications, social graphs and related content that may be created in connection with the use of or registration to the Site and/or other proprietary materials ("Materials") are the property of Yotpo and/or its respective affiliates which retains all rights, title and interests in and to such Materials and all Intellectual Property Rights relating thereto. "Intellectual Property Rights" means worldwide (a) rights associated with works of authorship, designs and photography including copyrights; (b) trademarks, service marks, logos, trade names, trade dress and goodwill rights whether or not registered; (c) patents, patent applications; (d) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (e) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
Without limiting any of the foregoing or hereunder, YOTPO, is a trademark of Yotpo Ltd. Other company or product names are the trademarks or registered trademarks of their respective holders. The Review Tool (defined below) shall be labeled with the Yotpo trademarks in such a manner that the trademark will be easily viewable by your end users. You may not remove, change or modify any Yotpo trademarks or take any action inconsistent with Yotpo's ownership thereof (whether registered or not) or at any time use or employ any trademarks or trade names, which are confusingly similar to any of the Yotpo trademarks and you may use the trademarks only under your Service license in accordance with Yotpo's trademark policies in effect from time to time. You agree not to attach any additional trademarks, logos, or designations to the Services, and further agree not to affix any Yotpo trademarks to products/services other than the Services. No transfer or grant of any rights under any names, marks or logos is made or is to be implied by any provision of these Terms or by any other provision contained in the Site, and all rights in such names, marks or logos is reserved by Yotpo and/or respective holders.
No transfer or grant of any rights is made or is to be implied by any provision of these Terms or by any other provision contained in the Site with respect to the Materials or otherwise.
You acknowledge and agree that Yotpo has the right, at any time and for any reason, to redesign or modify the organization, structure, specifications, "look and feel," navigation, features and other elements of the Site or any part thereof.
5. OBTAINING APPLICABLE CONSENTS AND AUTHORIZATIONS
6. MESSAGES AND TRANSMISSIONS
You hereby acknowledge and confirm that you, solely, are responsible to edit any and all messages, before such messages are sent to your end users by and/or through the Site ("Your Messages"). Without derogating from any of the terms and conditions contained herein, and any other obligations you may have under the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 and/or any applicable law, you hereby undertake to uphold the following standards as a minimum in respect of any and all of Your Messages: (i) include a conspicuous identifier and a valid physical address; and (ii) include a valid return address and any additional contact information you may have; and (iii) not use deceptive subject headings; and (iii) in respect of advertisements and/or promotional transmissions, note in the heading and at the beginning of the transmission that the transmission is an advertisement; and (iii) include a simple and user friendly opt-out mechanism, including by email, in all transmissions; and (iv) stop any and all transmissions to a certain user in the event said user opted-out or otherwise objected to receive transmissions; (v) send transmissions strictly to end users who opted-in to receive them.
You hereby acknowledge that Yotpo simply plays a technical role in transmitting or routing Your Messages as a mere conduit, and that you shall have sole responsibility and liability for any of Your Messages, and you shall defend, hold harmless and indemnify Yotpo and its affiliates from and against any damages which may result from Your Messages, and/or their lack of compliance with the standards specified in this Section 6 and/or any applicable law.
7. SUBMITTED INFORMATION AND MATERIALS
Without derogating from any of the terms and conditions contained herein, you hereby undertake to meet and be responsible for the following in connection with any and all material and information (including reviews) provided by you and/or your end users and/or on your behalf ("Submitted Information and Materials"):
- Submitted Information and Materials must not contain information or materials which are inappropriate, inaccurate, misleading, fraudulent or otherwise illegal.
- The Submitted Information and Materials must not contain, feature or promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law, or that may be perceived as unlawful, inflammatory, offensive, or otherwise inconsistent with the spirit of Yotpo and/or its affiliates' services.
You shall be responsible and liable for Submitted Information and Materials, and defend, hold harmless and indemnify Yotpo and its affiliates from and against any damages which may result from the submission, display and/or use of any such Submitted Information and Materials. While Yotpo shall not be liable for any and all parts of the Submitted Information and Materials Yotpo shall be entitled, under its sole discretion, to remove or edit any of the Submitted Information and Materials which Yotpo believes to be inaccurate, inappropriate or otherwise not in compliance with the Terms. YOTPO reserves the right at any time to categorize or re-categorize any Submitted Information and Materials, as determined solely by YOTPO in its reasonable discretion. NOTHING IN THESE TERMS OBLIGATES YOTPO TO PLACE YOUR SUBMITTED INFORMATION AND MATERIALS WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY OR TO USE IT AT ALL OR IN A CERTAIN MANNER.
8. LICENSE TO REVIEWS
Nothing contained herein shall be construed as YOTPO limiting your use of your end user's Reviews at your discretion, subject to compliance with applicable law.
Without derogating from your ownership and use of the Reviews, by submitting, transmitting and/or allowing your end users to submit or transmit any Review(s) to the Site and/or through the Services you undertake to ensure that any such End Users grant Yotpo and you a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free license, with the right to sub license, to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works of, your Reviews and otherwise use and commercially exploit any text, videos, photographs or other data and information you submit to the Site and/or through the Services, in any media formats. Such license will apply to any form, media, or technology now known or hereafter developed.
You hereby declare, in respect of Yotpo's aforementioned license in and to the Reviews, that (1) you forever waive and agree not to claim or assert against Yotpo, its employees, agents, affiliates, licensees, customers, successors and assigns any entitlement to any and all rights in connection with the above license, including without limitation: moral rights of an author in any of the Reviews; and (2) you forever release Yotpo, and its affiliates, licensees, customers, successors and assigns, from any claims that you could otherwise assert against Yotpo in connection with the above license and/or any of the foregoing by virtue of any such moral rights; (3) you do not require that any personally identifying information be used in connection with the Reviews, or any derivative works of or modification thereto and you have no objection to the publication, use, modification, deletion and exploitation of the Reviews by Yotpo or its licensees, customers, affiliates, successors and assigns.
"Review(s)" means any opinions, product or service ratings or reviews, deliverables, articles, written expressions, in any form or media, and/or any works of authorship that the you and/or your end users may provide to Yotpo in connection with these Terms and/or the Site.
You represent and warrant to YOTPO that: (a) you have, and will have at all times, all right, title and interest necessary to grant to YOTPO any and all licenses hereunder for the purposes contemplated by these Terms and Conditions; (b) nothing in your Reviews or any other Submitted Information and Materials is false, misleading, defamatory, libelous, slanderous, illegal or threatening; (c) you have all necessary rights, permits and licenses under all applicable laws, rules and regulations to promote, offer for sale, sell, and ship all products or services available through the business or venture identified in your Reviews and/or any other Submitted Information and Materials; (d) you are solely responsible for all customer service, order fulfillment, product returns, or payment of taxes or charges associated with any products or services that link from your Reviews and/or any other Submitted Information and Materials; and (f) your Reviews and/or any other Submitted Information and Materials (including all content, images, trademarks, and technology contained therein) will comply with all applicable laws, rules and regulations, the Terms and will not infringe the rights of any third party, including any intellectual property rights.
THE MATERIALS, SERVICES AND CONTENT IN THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOTPO DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
YOTPO DOES NOT WARRANT THAT THE MATERIALS, SERVICES AND CONTENT AVAILABLE IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIS SITE OR THE SERVER(S) THAT MAKES THIS SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOTPO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS, SERVICES OR CONTENT IN THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE WEB SITE AND/OR ANY OF THE MATERIALS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL YOTPO AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING BUT NOT DEROGATING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR AND/OR YOUR END USERS USE OF THE SITE, OR RELIANCE ON ANY OF THE MATERIALS (INCLUDING BUT NOT LIMITED TO ANY STOCK QUOTES WHICH MAY APPEAR IN THE WEB SITE) OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY YOTPO.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to defend, indemnify and hold YOTPO and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates and employees, harmless against any losses, expenses, costs, claims, damages (including reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) your breach of the terms of these Terms; (ii) breach of the terms of the EULA by any of your end users; (iii) any misrepresentation made by you to any third party.
13. THIRD PARTY'S CONTENT
Some of the content and materials available through the Site (e.g. reviews) may be provided by third parties. Any opinions, advice, statements, services, offers or other information expressed or made available by such third parties, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of Yotpo and Yotpo does not endorse, promote, solicit or recommend them in any way.
14. NO ENDORSEMENT
No reference made in this Site to any specific commercial product, process, or service (or provider of such product, process or service) other than such products, processes, or services of YOTPO, constitute or imply an endorsement, recommendation or favoring by YOTPO.
15. INTELLECTUAL PROPERTY INFRINGEMENT POLICY AND DMCA COMPLIANCE
It is Yotpo's policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. In addition, we will promptly terminate without notice the accounts of those determined by us to be "repeat infringers". If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Site infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Yotpo's Designated Copyright Agent at: email@example.com with the following information in writing (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Yotpo to locate the material; providing URLs in the body of an email is the best way to help us locate content quickly;
Information reasonably sufficient to permit Yotpo to contact the complaining party, such as address, telephone number, and, if available, electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Please note that Yotpo may, at our discretion, send a copy of such notices to a third-party for publication. As such, your letter (with personal information removed) may be forwarded to Chilling Effects (http://www.chillingeffects.org) for publication.
Counter-Notification: If you elect to send us a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements): A physical or electronic signature of the subscriber; identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; a statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; the subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which Yotpo may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
16. RIGHT TO SHUT DOWN, DENY OR LIMIT ACCESS
Without derogating from any other right and remedy provided under law and/or these Terms, YOTPO reserves the right to limit or revoke your access to and/or use of this Site and/or the Materials in its sole discretion, at any time, and for any reason, including, but not limited to technical difficulties or violation of these Terms.
17. LIMITATION ON ACCESS TO YOTPO SERVERS AND DATABASES
Notwithstanding anything to the contrary under these Terms, you may not systematically extract and/or re-utilize parts of the contents of this Site without Yotpo's express written consent. In particular, you may not utilize any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilization of any substantial parts of this Site, without Yotpo's express written consent. You also may not create and/or publish your own database (or any other platform) that features (e.g. any of our Reviews, social graphs, etc.) parts of this website without Yotpo's express written consent.
We may terminate these Terms and/or suspend your right to access or use any portion or all of the Site and/or Materials immediately for cause upon written notice. Upon termination you shall immediately cease using the Site, pay Yotpo any applicable fees and payments due as of termination and to the extent you do not inure any right or benefit from their provisions the following Sections shall survive: 4-8, 10-12, 17 and 19.
WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH MEMBERSHIP PERIODS. To cancel, please shoot us an email to firstname.lastname@example.org.
- These Terms shall be governed by and construed in accordance with the laws of the state of Israel, without regard to its principles of conflicts of law. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws are expressly excluded. The parties consent to the exclusive jurisdiction of the Tel Aviv-Jaffo Courts.
- If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms.
- This is the entire agreement between you and Yotpo with regards to the subject matter herein and these Terms shall not be modified except as provided herein.
- Yotpo may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer to a third party without the prior written consent of Yotpo these Terms or any of its rights and benefits or duties and obligations under these Terms. Any unauthorized assignment will be void and of no force or effect.
- Nothing in these Terms shall be considered as granting any rights to third parties towards Yotpo.
- The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
- All waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- YOU AND YOTPO AGREE THAT ANY CAUSE OF ACTION 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.
If you have any further questions or require further clarification, please contact us by sending an e-mail to: email@example.com.