1. ACCEPTANCE OF TERMS

The following instrument consists of the terms and conditions governing your (“you” or “user“) access to and use of Yotpo Ltd. (“Yotpo” or “We“) website and the content and Services (defined below) therein available at: http://www.yotpo.com (the “Site“). These Yotpo TERMS OF USE together, where relevant with the Yotpo Order Form approved by you if and when you have registered to receive any service from Yotpo (the “Yotpo Order Form” and together with these TERMS OF USE the “Terms”) constitute a binding agreement between you and Yotpo, and by continuing to use and/or utilize the Site (in whole or in part) in any way or manner you agree to abide by, and that you are bound, by these Terms. If you do not understand and/or agree to these Terms, you should immediately exit this Site and avoid making any use of the Site.

2. OWNERSHIP OF PROPRIETARY RIGHTS

2.1 “Review(s)” means any opinions, product or service ratings or reviews, articles, written expressions, in any form or media, and/or any works of authorship that you and/or your end users may provide to Yotpo in connection with these Terms and/or the Site.

2.2 OWNERSHIP OF REVIEWS. All the Intellectual Property Rights in and to the Reviews (as defined below in Section 3) of your end users are your property and you retain all right, title and interest in connection therewith.

2.3 YOTPO IP. All the Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Site, including without limitation the Services (with the exception of the Reviews), including without derogation any underlying software, platforms, algorithms, technology, Site design, any information, services, texts, files, Yotpo videos, various applications, social graphs, organization, structure, specifications, application “look and feel,” navigation, features 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 right, title and interest in connection therewith.

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.

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 and industrial designs; (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.

3. LIMITED LICENSE TO ACCESS THE SITE AND SERVICES

3.1 LICENSE TO THE 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, 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.

3.2 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.

Yotpo will not use your Reviews outside of the Services without your permission.

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 Reviews and otherwise use and commercially exploit any Submitted Information and Materials in any media formats. Such license will apply to any form, media, or technology now known or hereafter developed.

4. 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, including without limitation any data mining, robots, or similar data gathering and extraction tools to extract for re-utilization of any parts of this Site; (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 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) remove, change or modify any trademarks from or attach any additional trademarks to the Services; (ix) 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.

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.

5. OBTAINING APPLICABLE CONSENTS AND AUTHORIZATIONS

Without limiting any of the terms and conditions specified herein, as a perquisite for allowing your end users to access the end user Review Tool enabled by the Services (“Review Tool“), provided that you ensure that your end users are bound by an end user license which complies with the following (“EULA“): (i) restrict your end users’ use of the Review Tool for their own personal and non-commercial use only and contain terms no less restrictive and protective of Yotpo and Yotpo’s Intellectual Property Rights as these Terms, including but not derogating from those terms set forth in Sections 2, 3.2, 4, 7 and 9 hereto; (ii) you shall obtain all end user consents, assignments, licenses, permissions and authorizations (including waiver of any moral rights) for Yotpo to perpetually make any use pursuant to the terms hereof in any and all rights in and to the Reviews and the Submitted Information and Materials; (v) you shall obtain your end users’ explicit consent to receive post-sale emails sent by you (via Yotpo as a mere conduit), containing reminders to submit service reviews to the Review Tool and containing recommendations and links to third party goods and/or services, as required by applicable law; and (vi) you shall obtain all permissions, authorizations and licenses required by applicable law for the transfer to and use by Yotpo of your end users’ private identifiable information for the purpose of provision of the services, sending applicable emails and recommendations, operation and improvement of the Site, use of targeted behavioral advertisements, analysis and transfer to third parties for all of these purposes; you shall ensure you have in place a privacy policy that includes the above mentioned permissions and consent.

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

You shall have sole responsibility and liability for Submitted Information and Materials. Yotpo shall not be liable for any and all parts of the Submitted Information and Materials and 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. NOTHING IN THESE TERMS OBLIGATES YOTPO TO DISPLAY YOUR SUBMITTED INFORMATION AND MATERIALS OR TO USE IT AT ALL OR IN A CERTAIN MANNER.

Submitted Information and Materials” shall mean any and all material, text, videos, photographs and information or other data (including Reviews) provided by you and/or your end users and/or on your behalf.

8. User Warranties and Representations

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; (b) 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; (g) you shall designate a copyright agent and implement a notice and takedown mechanism in compliance with the Digital Millennium Copyright Act.

9. PRIVACY

YOTPO privacy practices are governed by YOTPO’s privacy policy, the most updated copy of which can be found at https://www.yotpo.com/privacy-policy (“Privacy Policy“).

10. DISCLAIMER

THE SITE, INCLUDING WITHOUT LIMITATION MATERIALS, SERVICES (INCLUDING WITHOUT LIMITATION INSTALLATION, INTEGRATION AND IMPLEMENTATION SERVICES) AND CONTENT 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, NON-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 BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 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 SITE) OR SERVICES BY YOTPO, INCLUDING WITHOUT LIMITATION INSTALLATION, INTEGRATION AND IMPLEMENTATION SERVICES OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY 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.

12. INDEMNIFICATION

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; (iv) any third party claim in respect of the Submitted Information and Materials and/or your or your end users’ use of the Services.

13. THIRD PARTY’S CONTENT

To the extent that the Site contain links to outside services and resources, YOTPO does not control the availability and content of those outside services and resources. Any concerns regarding any such service or resource, or any link thereto, should be directed to such particular service or resource provider. Links are provided only as an informational resource, simply as a service and only for your convenience. Yotpo is not responsible or liable for such links and/or content. Should you leave the Site via a link contained herein and/or view content that is not provided by Yotpo, you do so at your own risk and Yotpo shall not be responsible or liable for damages or losses caused in connection therewith. In as much as you are redirected to linked sites and content, We recommend you to carefully read and abide by the terms of use and privacy policies of such sites and content.

Some of the content and materials available through the Site (e.g. reviews) may be provided by third parties. 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.

Any opinions, advice, statements, content, 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. Yotpo makes no warranties or representations as to, and shall have no liability for, any third party content.

14. TERMINATION

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: 2, 3.2, 4-15.

Without derogating from any other right and remedy provided under law and/or these Terms, YOTPO reserves the right to limit or revoke your license and 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. If your license to use the Services expires or is terminated Yotpo may, without notice, delete or deny you access to any of the Materials or meta data that may remain in its possession or control.

15. GENERAL

(i) These Terms shall be governed by and construed in accordance with the laws of England, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of London. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) 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; (iii) You acknowledge and agree that Yotpo has the right, at any time and for any reason, to redesign or modify the Materials and other elements of the Site or any part thereof; (iv) this is the entire agreement between you and Yotpo regarding the subject matter herein and these Terms shall not be modified except by a written instrument executed by both parties. 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. Unless stated otherwise in a written agreement between you and Yotpo, Yotpo may at its discretion, at any time, change the license fees for the Services (the “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. If Yotpo will unilaterally change the Fees and you decide to stop using the Services, your license shall be automatically terminated with immediate effect and without any requirement from Yotpo to provide a notice or a remedy period. By continuing to use the Site, including without limitation the Services, Materials and/or Review Tool 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; (v) Yotpo may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Yotpo. Any unauthorized assignment will be void and of no force or effect; (vi) nothing in these Terms shall be considered as granting any rights to third parties towards Yotpo; (vii) 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; (viii) 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; (ix) 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: info@yotpo.com.