Thecompany (the “Company“, “us“, “our” or “we“) provides vicariously through its designated software and website (the “Website“) certain marketing, advertising, promotion and related services (the “Service“; the Service users shall be referred to as the “Users“, “you“or “your“). These Terms of Use (the “Terms“) govern the Users access and use of the Website and Services. Users must agree to these Terms prior to using the Website. Please read these Terms carefully. These Terms govern your access to and use of the Website and Services. By accessing, registering to use, downloading, sharing or otherwise using the Website or using any software scripts provided by us in order to make the Website available or usable, you signify your assent to both these Terms and our Privacy Policy, and which may be modified or otherwise changed from time to time at our sole discretion. Your continued use of the Website will be deemed acceptance to any such amended or updated terms. If you do not agree to any of these Terms, please do not click “ACCEPT” and do not use the Website.
1. Use of Website and Services
Subject to the terms and conditions set forth herein, you may access and use the Website for the
purpose of using the Services on a non-exclusive basis. You acknowledge that the Company may, in its
sole discretion and at
any time, modify, update or otherwise change the Website or Services, including discontinuing
providing any part or all of the Website and/or Services or modify or delete any content available
through the Website or
Services, without prior notice.
Use of the Website and Services is void where prohibited. By
using the Website and Services you represent and warrant that: (a) any information you submit (if
applicable) is
truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least
the age of majority in your jurisdiction; and (d) your use of the Website or Services does not violate
or promote the
violation of any applicable law or regulation or any legal or contractual obligation you may have to a
third party and you have and will at all times comply with all applicable laws, rules and regulations
in connection
with your use of the Services and Website, any services arranged through the Services and Website,
including without limitation such services connected in any way to the Products or Third Parties, as
such terms are
defined herein.
Subsections (a)-(d) shall be referred to, jointly, as the “Users
Undertakings and Warranties“.
By using the Services or Website you understand and agree
that the Company may in its sole discretion, but is not required to, verify that any or all of the
Users Undertakings and Warranties
are met by any User and you further agree that the Company is not responsible for assuring that the
Users Undertakings and Warranties are met or for any failure to suspend, terminate or prevent the use
of the Services
or Website by Users who do not meet the Users Undertakings and Warranties. You understand that you are
solely responsible for making your own evaluations, decisions and assessments about whether to engage
with any Third
Parties or otherwise interact with any Third Parties in any way. If you become aware of any violation
to the Users Undertakings and Warranties you are encouraged to report it to the Company.
The
Company reserves
the right not to provide you with any Services with or without notice in its sole discretion, whether
it becomes aware of any violation to the Users Undertakings and Warranties (either by reports provided
to it by other
Users or any other means) by you or any other User, or for any other reason. Without derogating from
the above, the Company expressly disclaims, and you expressly release the Company from, any and all
liability whatsoever
for any controversies, claims, suits, injuries, loss, harm and/or damages arising from and/or in any
way related to: (i) any inaccuracy, untimeliness or incompleteness of a User’s or Third Party’s
representations; and
(ii) misstatements and/or misrepresentations made, either in connection with or by any of the Third
Parties or other Users, Products or otherwise.
By using the Website and Services you
understand and agree that
the Services merely offer a platform designated to assist Users to reach, purchase and/or use various
products and services provided by third party vendors and/or services providers, through the ads or
promotions run
by us (respectively, the “Products” and the “Third Parties“, respectively).
You understand and agree that the Company: (a) does not employ, recommend or endorse any
Third Parties or Products, as relevant, or any related party thereof, and has no control over the acts
or omissions of
any Third Party, their business, their products or services; (b) makes no representations or
warranties about the Third Parties and Products, including their quality, pricing, compatibility,
availability or any other
features, or about your interactions or dealings with any Third Parties; (c) makes no representations
or warranties about the proprietary rights or other rights or features or regulatory aspects related
to the Products,
including any required authorization, permits or licenses for the upload, sharing or otherwise making
available, and for the use, sale and purchase of such Products; and (d) is not responsible for the
performance or
conduct of any User or other third parties in any way using or having used the Services, and/or on or
off the Website. The Company is not obligated to screen or otherwise to verify any information
regarding Third Parties
and/or Users, the Products or any other feature related to the Website or Services and therefore, you
should exercise caution and perform your own examinations and checks before engaging with anyone
through the Services
or Website or otherwise interacting with anyone.
The Company expressly disclaims, and you
expressly release the Company from, any and all liability whatsoever for any controversies, claims,
suits, injuries,
loss, harm and/or damages arising from and/or in any way related to the Third Parties, Products,
Services and Website or your interactions or dealings with any Third Parties, including without
limitation any acts and/or
omissions of Third Parties in any way using or connected to the Services or Website in any means. By
using the Services or Website, you acknowledge that you are solely responsible for such use and the
connections, interactions,
purchases or any other action you make and that all use of the Services or Website is at your sole
risk. For the avoidance of any doubt, the Company is not selling, licensing or otherwise making
available to you any
Products or services (other than the Services) and shall not have any liability for any Products or
services purchased by you from any Third Party, including without limitations, with respect to any
support and maintenance,
defaults, errors, failures, damages or costs of any kind.
2. Restrictions
Without derogating from the provisions of Section 1 thereof, you shall not, and shall not permit any
third party, to: (a) reverse engineer or attempt to find the underlying code of the Website or
Services; (b) use
the Website or Services in violation of any applicable law or regulation, including but not limited
to, post, publish, share or otherwise transfer any illegal or offensive material; (c) copy, modify, or
create derivative
works of the Website, Services or content of any of the Website or Services; (d) attempt to disable or
circumvent any security or access control mechanism of the Website or Services; (e) design or assist
in designing
cheats, exploits, automation software, bots, hacks, modes or any other unauthorized third-party
software to modify or interfere with the Website or Services; (f) use the Website or Services or
engage with other Users
for any purpose that is in violation of any applicable law or regulation; (g) attempt to gain
unauthorized access to the Website or Services, other User Accounts, as defined below, or other
device, computer system,
phone systems, or networks connected to the Website or Services; and (h) harvest or otherwise collect
information about Users without their consent.If you post, publish, share or otherwise transfer
through the Website
and/or using the Services any content, you represent and warrant that such content provides an
accurate and complete picture of any products or services described therein, complies with these Terms
herein, and does
not: (a) infringe the intellectual property, moral or publicity rights of any third party; (b) contain
any defamatory, libelous, obscene, sexually suggestive or otherwise offensive content (including
material promoting
or glorifying hate, violence, or bigotry); (c) contain any worms, viruses or otherwise malicious
software; (d) violate any applicable law or regulation, including any law or regulation concerning
advertising or marketing;
and (e) take any action that imposes an unreasonable or disproportionately large load on our
infrastructure.
If you post, publish, share or otherwise transfer through the Website and/or using the Services
any content, you represent and warrant that such content provides an accurate and complete picture of
any products
or services described therein, complies with these Terms herein, and does not: (a) infringe the
intellectual property, moral or publicity rights of any third party; (b) contain any defamatory,
libelous, obscene, sexually
suggestive or otherwise offensive content (including material promoting or glorifying hate, violence,
or bigotry); (c) contain any worms, viruses or otherwise malicious software; (d) violate any
applicable law or regulation,
including any law or regulation concerning advertising or marketing; and (e) take any action that
imposes an unreasonable or disproportionately large load on our infrastructure.
By posting,
uploading, publishing,
sharing or otherwise transferring any content using the Website or Services, you hereby irrevocably
grant the Company and any of its affiliates and/or sublicenses a worldwide, non-exclusive, perpetual,
royalty-free
license to publish, share, display and otherwise transfer such content in any reasonable form as shall
be in the Company’s sole discretion. The Company reserves the right to remove, suspend access to or
permanently
delete any content in accordance with its sole discretion without prior notice, including without
limitation any content that violates the warranties set forth above or the Company’s business
interests, and you shall
have no right or claim in respect of any such decisions and actions.
The Company is not, and shall
not be, liable for any content provided, posted, uploaded, shared or otherwise made available by
Users, any products
or services related to such content provided, posted, uploaded, shared or otherwise made available by
Users. Each User using the Website or Services hereby represents to take full responsibility in
respect thereof,
and the Company shall bear no liability with respect to the foregoing.
3. Promotional Materials and Newsletters
In addition to the provisions of Section 3 above, the User gives his express consents to the Company
to provide the User with promotional materials and newsletters (the “Promotional Materials and
Newsletters“) by any means
available, including via email, text and SMS messages, fax, post, automated dialing services or any
other means, all in accordance with the Company’s sole discretion as shall be from time to time, and
to receive such
Promotional Materials and Newsletters.
The User further acknowledges that the Promotional
Materials and Newsletters may include the advertisement of third parties, and he expressly consents to
the receipt of such
advertisements as part of the Promotional Materials and Newsletters.
The User may contact the
Company at any time by sending a request via e-mail to [email protected] notifying the
Company of his refusal
to further receive the Promotional Materials and Newsletters.
4. Intellectual Property
The Company is the owner of all worldwide rights, titles and interests in: (a) the Website and
Services, enhancements, derivatives, bug fixes or improvements to the Website and Services; and (b)
trade names, trademarks,
and logos of the Company, and shall at all times remain solely with the Company. All references in
these Terms or any other communications to the sale, resale or purchase of the foregoing shall mean
only the right to
use the Website and Services pursuant to these Terms.
Users bear sole liability for any and all
content, including any intellectual property rights thereof, provided, shared or otherwise made
available by the Users
using the Website and/or the Services, and the Company makes no representation with respect to any
such content. The Company will not be liable for any losses or damages incurred by such content, and
Users agree to
indemnify and hold the Company harmless for any damage or loss arising from the above.
5. Privacy
You undertake not to save, collect or otherwise maintain in your possession and use any content
provided by the Services and Website without the prior written consent of the Company. You further
acknowledge that the Company
reserves the right, in its sole discretion, to save, collect or otherwise maintain in its possession
and use any content and public information, including information that may personally identify you or
any other User
or Third Party or describe your personal interests. The Company reserves the right to make any and all
permitted use under any applicable law of such content and public information as set forth in the
Company Privacy
Policy. Without derogating from the provisions of Section 1 above, the Company does not review, test,
confirm, approve or otherwise verify any such content or public information.
Each User posting,
uploading, sharing
or otherwise making available such content or public information shall bear the sole responsibility
for the content or public information, including any and all third-party information and required
consents. The Company
will not be liable for any loss or damage incurred by not complying with the above, and you agree to
indemnify and hold the Company harmless for any damage or loss arising from the above. NOTWITHSTANDING
THE FOREGOING,
YOU UNDERSTAND AND ACKNOWLEDGE THAT THE COMAPNY IS NOT A CONTENT STORAGE SERVICE. THE COMPANY SHALL
HAVE NO LIABILITY FOR ANY LOST OR ERASED CONTENT OR PUBLIC INFORMATION. YOU SHOULD BE AWARE THAT ANY
Content postED,
uploadED, sharED or otherwise made available MAY BE READ, COLLECTED, AND USED BY OTHER USERS, AND
COULD BE USED TO SEND UNSOLICITED CONTENT.
6. Links
The Website or Services may contain links or other content related to websites, advertisers,
publishers or Products offered by third parties. The Company has no control and makes no
representation with respect to the same
or any information provided or transmitted via the same, or otherwise provided by any such third
party. YOU UNDERSTAND AND AGREE THAT USE OF SUCH LINKS OR OTHER CONTENT IS AT YOUR OWN RISK, THAT SUCH
LINKS OR OTHER
CONTENT ARE GOVERNED BY SUCH THIRD PARTIES’ TERMS OF USE AND PRIVACY POLICIES, AND THAT THE COMPANY IS
NOT RESPONSIBLE FOR THE PRIVACY OR BUSINESS PRACTICES OR OTHER POLICIES OF SUCH THIRD PARTIES.
YOU
should carefully
review the applicable terms and policies that apply to any SUCH Third PartIES. THE COMPANY IS NOT
RESPONSIBLE OR LIABLE IN ANY MANNER FOR SUCH THIRD PARTY, OR FOR ANY LOSS OR DAMAGE OF ANY SORT
INCURRED AS THE RESULT
THEREOF, AND THE COMPANY EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY RELEASES THE COMPANY FROM, ANY AND ALL
LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, LOSS, HARM AND/OR DAMAGES,
ARISING FROM AND/OR
IN ANY WAY RELATED TO SUCH THIRD PARTYIES, INCLUDING WITHOUT LIMITATION RELATING TO AVAILABILITY,
TERMS OF USE, PRIVACY, INFORMATION, CONTENT, MATERIALS, ADVERTISING, CHARGES, PRODUCTS AND/OR
SERVICES.
7. Prohibited Uses
The Website and Services may not be used in connection with any commercial endeavors (unless otherwise permitted by the Company in connecting Users to any Third Parties) without the express written consent of the Company. The Website and Services may not be used by any person or organization to recruit for another website, solicit, advertise, or contact in any form Users for employment, contracting, or any other purpose for a business not affiliated with the Company without express written permission from the Company. You agree not to use the Services and Website in order to contact, advertise, solicit, or sell to any other User without their express consent, unless otherwise permitted under these Terms.
8. Support
Users may contact the Company with regard to support for the Website and Services by sending an email to [email protected].
9. Disclaimers
The Company makes reasonable efforts to ensure that its technology keeps the Website and Services
safe and secure. However, no technology is 100% secure. Therefore, while we strive to use commercially
acceptable means to
protect your personal information, we cannot guarantee its absolute security. Except as expressly set
forth herein, your use of the Website and Services is at your sole discretion and risk.
The
Website and Services
are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. The Company
expressly disclaims all implied or statutory warranties of any kind relating to the Website and
Services, including without
limitation the warranties of title, merchantability, fitness for a particular purpose,
non-infringement of proprietary rights, course of dealing or course of performance. The Company does
not give any advice regarding
the risk or suitability of any trade, transaction or engagement. The Company assumes no responsibility
for any transaction or engagement made by you and you acknowledge that you are solely responsible for
the assessment
of your transactions and engagements. You shall not hold the Company, its officers, employees or
affiliates liable for any transaction or engagement choices made by you. No advice or information,
whether oral or written,
obtained by you from the Company or its officers, employees or affiliates, shall create any warranty
not expressly stated in these Terms. If you choose to rely on such information, you do so solely at
your own risk.
Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of
the above exclusions may not apply to you.
10. Limitation of Liability
The Company does not guarantee the value, quality, compatibility or any other feature of the Third
Parties, Products or any other information provided, consumed or otherwise made available (hereinafter
in this Section:
the “Features“). Any Feature is under the sole responsibility of the applicable Third Party or User
using it, as applicable, or using the Services or Website. The Company does not undertake to monitor
such compliance
and may act where non-compliance is detected as shall be decided in accordance with its sole
discretion, as described in these Terms. You understand and agree that you may be exposed to content
or other information
that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited for you.
The
Company is not responsible for any problems or technical malfunction of any telephone network or
lines, computer
online systems, servers or providers, computer equipment, software, failure of any email due to
technical problems or traffic congestion on the Internet or on any of the Website or Services or
combination thereof, including
any injury or damage to Users or to any person’s computer, mobile phone or any other device related to
or resulting from participation or downloading materials in connection with the Website or Services.
Under no circumstances
shall the Company be responsible for the conduct of third parties, including any Users, whether online
or offline, and operators of external sites.
In no event shall the Company or any of its officers,
directors,
employees, or agents be liable to you for any indirect, incidental, special, punitive, or
consequential damages, arising out of or in connection with your use of the Website or Services,
whether or not the damages are
foreseeable and whether or not the Company has been advised of the possibility of such damages. The
foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable
jurisdiction.
11. Indemnification
You will defend, indemnify and hold the Company harmless from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which the Company may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to any breach of these Terms by you or any use by you of the Website or Services not in accordance with applicable law.
12. Miscellaneous
These Terms shall be governed by the laws of England, exclusive of its choice of law rules,
and without regard to the United Nations Convention on the International Sales of Goods. Your conduct
may also be subject
to other local, state, and national laws. Any dispute arising under these Terms or concerning the
Website or Service shall be finally settled by the competent courts of England. You may not advance
any class action
claims against the Company, and by using the Website or Services you agree to waive your rights to
advance any such class actions claims.
Any cause of action against the Company must be brought
within one (1) year
of the date such cause of action arose. In the event that any provision of these Terms is
held to be unenforceable, such provision shall be replaced with an enforceable provision which most
closely achieves
the effect of the original provision, and the remaining terms of these Terms shall remain in full
force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership
relationship
between you and the Company or enables you to act on behalf of the Company. Except as may be expressly
stated in these Terms, these Terms constitute the entire agreement between the Company
and you pertaining
to the subject matter hereof.
Any notices that we may be required to provide to you, whether under
law or according to these Terms, may be provided by the Company to any contact information you have
provided in
your Account information or other, either directly or indirectly, including through email. You
expressly agree to the receipt of such communications and notices in such manner.
You may not
assign any rights hereunder
without our prior written consent. Nothing contained in these Terms shall be construed to limit the
actions or remedies available to the Company with respect to any prohibited activity or conduct.
Non-enforcement of
any term of these Terms does not constitute consent or waiver, and the Company reserves the
right to enforce such term at its sole discretion. No waiver of any breach or default hereunder shall
be deemed to
be a waiver of any preceding or subsequent breach or default.