1. Acceptance.
1.1. By downloading, installing and/or using our Software you (“User”) acknowledge that you
read
and understood the following terms herein and the terms and conditions of the privacy policy
available at Privacy Policy and agree to be legally bound by
this Agreement
and the Privacy Policy (collectively, the "Terms"), further you agree to comply with all
applicable laws and regulations regarding the use of the Software. User is advised that we
may
change this Agreement from time to time, and that any revised version will be deemed to be
binding and applicable from the first date of publication on the Site. If you do not agree
to be
bound by this Agreement, remove and/or do not download the Software and/or exit the Site.
The
Product is owned and developed by Imbali Ltd. at Hamenofim 10 Herzlia Israel. and its
selected
business partners (together, the “Company”, “us” or “we”), and applies to users that access
and/or use the Product.
1.2. The Software is designated to enhance User's browsing experience by offering the User
content such as advertising content (by itself or by its third party affiliates). Such
content
may be displayed to the User within the applicable Software app and may, upon prior consent,
even present such ads and coupons when using third party websites or applications which are
our
partners. Software shall reset users default search settings and serve search results via
its
designated partners and providers.
2. License.
2.1 The Software is designated to enhance your browsing experience by presenting
information,
deals and coupons that enables you an easy purchase from our Software or through the defined
below Third Parties Services (“Purpose”).
2.2 Subject to the terms of this Agreement, Company grants User a limited, revocable,
non-exclusive, non-transferable license (without the right to sub-license), to personally
use
the Software for the applicable Purpose, on his/her internet device. The license is granted
to
User and not sold to User. User may not use the Software if he is a minor according to the
laws
of his jurisdiction or if he is not the owner or approved administrator of the computer on
which
the Software is activated on.
2.3 Your license hereunder is limited not to allow others to use, copy or evaluate copies,
and
the license granted herein shall not be copied, shared, distributed, re-sold, and offered
for
re-sale, transferred or sub-licensed in whole or in part.
3. Restrictions of Use.
3.1.User shall use the Software in compliance with all applicable laws and not for any
purpose
other than the Purpose.
3.2.User will install the Software only in accordance with the instructions of the Company.
Except as expressly provided in Section 2 above, User may not, nor may he enable anyone else
to,
directly or indirectly: (i) use or display the Software together with material that is
pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred,
discriminating; (ii) commercially distribute, rent, lease, market, sublicense, resell or
otherwise transfer the Software or any portion thereof; (iii) copy or modify decompile,
disassemble, create any derivative works or reverse engineer the Software or any portion
thereof
including in cases it is made available with any other software, product or program, (iv)
remove
any identification, including copyright, trademark, patent or other notices, contained in or
in
connection with the Software; or (v) use the Company's name, logo or trademarks without its
prior written consent; or (vi) use any automated devices, such as spiders, robots or data
mining
techniques, to catalog, download, store, reproduce, or distribute content available in the
Licensed Application, or to manipulate the Licensed Application in any manner not consistent
with its or their intended purpose(s). For avoidance of all doubt, Company reserves all
rights
not expressly granted in this Agreement, and disclaims any implied license, including
implied
licenses to copyrighted materials, trademarks or patents. At any time the Company according
to
its sole discretion may terminate User’s ability to use the Software or any portion thereof
(including content or services provided through therein).
4. Copyright Restrictions.
4.1. User acknowledges and agrees that the Software may provide User with content which
includes
copyrighted material, trade secrets, patents (registered or pending), designs, information,
methods, specifications, graphics, text, logos and other proprietary material (collectively,
"Intellectual Property"). User shall not, shall not attempt to, and shall not allow any
third
party, to use, copy, distribute, display, execute publicly, make available to the public,
reduce
to human readable form, adapt, sublicense, make any commercial use, sell, rent, lend,
process,
combine with other software, translate, modify, reverse engineer, disassemble or decompile
any
such content. Nor may he create any derivative works or other works that are based upon or
derived from the aforementioned content in whole or in part.
4.2. Intellectual Property law including, Copyright law and certain international copyright
treaty provisions protect all parts of the Software and all content provided therein or
therewith (including all products and services). No program, code, part, image, audio
sample, or
text may be copied, or used in any way by the user except for the applicable Purpose.
5. Limitation of Responsibility.
5.1. THE USER EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND ANY SERVICES,
PRODUCT
Or Content PROVIDED Therein IS AT His SOLE RISK (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF
DATA
OR OTHER DAMAGE TO his DEVICE) AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY,
PERFORMANCE,
ACCURACY AND EFFORT IS WITH the USER. THE CONTENT AVAILABLE ON THE SOFTWARE MAY INCLUDE
INACCURACIES OR ERRORS. THE COMPANY DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM ALL
LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES RELATING TO THE CONTENT DISPLAYED ON THE
SOFTWARE
INCLUDING TO THE PRODUCTS AND SERVICES OFFERED VIA THE SOFTWARE (INCLUDING, WITHOUT
LIMITATION,
THE PRICING, THE APPEARANCE, THE PRODUCTS AND/OR SERVICES DESCRIPTION AND ATTRIBUTES
ETC.).TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES, PRODUCT OR
CONTENT PROVIDED THEREIN ARE PROVIDED ON AN “AS IS,” “WHERE-IS,” “WHERE AVAILABLE” AND "WITH
ALL
FLAWS AND/OR FAULTS" BASIS, WITHOUT WARRANTY OF ANY KIND. THE COMPANY HEREBY DISCLAIMS ALL
WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, PRODUCT OR CONTENT
PROVIDED THEREIN, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS
FOR
A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY
RIGHTS. THE COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH THE USER'S ENJOYMENT OF THE
SOFTWARE THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PROVIDED BY, THE LICENSED APPLICATION
WILL
MEET the User's REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES, PRODUCTS OR
CONTENT PROVIDED THEREIN WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT
DEFECTS
IN THE SOFTWARE OR SERVICES, PRODUCTS OR CONTENT PROVIDED THEREIN WILL BE CORRECTED. NO ORAL
OR
WRITTEN INFORMATION OR ADVICE GIVEN BY The COMPANY OR ITS AUTHORIZED REPRESENTATIVE WILL
CREATE
A WARRANTY. IF THE SOFTWARE OR SERVICES, PRODUCTS OR CONTENT PROVIDED THEREIN ARE DEFECTIVE,
YOU
ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. IF the User is
DISSATISFIED WITH ANY OF THE CONTENT CONTAINED IN THE SOFTWARE OR WITH THE TERMS OF THIS
EULA,
his SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SOFTWARE AND Any
SERVICES PRODUCT AND CONTENT PROVIDED THEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OF
IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE
EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF
THE
APP, THE SOFTWARE, THE SITE AND/OR THE CONTENT ARE ENTIRELY AT YOUR OWN RISK.
5.2. Neither the Company, its affiliates, subsidiaries nor third parties who provide content
or
services therein, therewith or in connection thereto, are under any obligation to correct
any
errors in the Software or in the content or services therein, therewith or in connection
thereto. The Company has no responsibility or obligation whatsoever to operate or maintain
the
Software or the content or services therein, therewith or in connection thereto.
5.3. In no event (including, without limitation, in the event of negligence) will the
Company,
its officers, directors, employees, agents or distributors be liable for any consequential,
incidental, indirect, special or punitive damages whatsoever (including, without limitation,
damages for loss of profits, loss of use, business interruption, loss of information or
data, or
pecuniary loss), in connection with or arising out of or related to this Agreement, the
Software
(including the content provided therein therewith or in connection thereto) or the use or
inability to use the Software or such content, or the furnishing, performance or use of any
other matters hereunder whether based upon contract, tort or any other theory including
negligence.
5.4. In any event the Company's entire liability, without exception, is limited to the User
reimbursement of the purchase price of the Software (if any). In the event that the Software
was
provided for no cost, the Company’s entire liability, without exception, under this
Agreement
will be equal to zero. In any event the Company’s entire liability under this Agreement is
greater than zero due to the provisions of applicable law, any such liability shall not
exceed
the amount paid by user for the use of the Software. The existence of one of more claims
will
not enlarge this limit
5.5. Without derogating form the above, no action arising under or relating to this
Agreement,
regardless of its form, may be brought against the Company or any third party providing
content
or services through the Software or in connection thereto more than six (6) month after the
cause of action has accrued and in any event no later than three (3) months after the
termination of this Agreement.
5.6. The Company does not monitor the content or services which may be made available to the
User by through the Software. The Company is not responsible for any such content or
services
and makes no representation or warranty of any kind, either expressed or implied, regarding
any
such third parties' content including such content's non infringement of third parties'
rights,
accuracy, usefulness, safety of use or full compliance with applicable law.
6. Indemnification.
User shall defend, indemnify, hold harmless, and defend the Company, its officers,
directors,
shareholders, employees, sub-contractors, agents and distributors or any third party
providing
content or services in the Software, or in connection thereto, from and against any claims,
losses, debts, obligations, liabilities, costs or expenses (including but not limited to
reasonable attorney's fees) arising from or incurred as a result of, related to or are based
on
(i) User’s use of the Software or the content or services provided by third party therein,
therewith or in connection thereto (ii) violation of this Agreement or the Private Policy.
(iii)
any damage of any sort, whether direct, indirect, special or consequential, you may cause to
any
third party which relates to your use of the Software (including your violation of any third
party rights) (iv) any claims for damages arising out of any decision made or action taken
or
not taken in reliance on the Content. The Company reserves the right, at your expense, to
assume
the exclusive defense and control of any matter subject to indemnification by you. This
indemnification obligation will survive the termination or expiration of this Agreement and
the
termination of the User’s use of the Software.
7. Waiver.
The use of the Software is made solely at the User’s risk and the User hereby waives any and
all
claims and causes of action against the Company in connection with any loss or damage User
may
suffer as a result of, or in connection with any of the Software or the service or content
provided therein, therewith or in connection thereto.THE USER SPECIFICALLY WAIVES ANY RIGHT
TO
RESOLVE ANY DISPUTE ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A
PURPORTED
REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER PERSONS SIMILARLY SITUATED.
8. Third Party Services.
8.1 The Software incorporates content and services provided by third parties not owned or
controlled by the brand. The Software may also incorporate or make available to you certain
features and/or monetization tools which enables the brand (or other third parties) to
provide
you with information or content concerning the Software or other content the brand or other
third parties think may be of interest to you, such as advertising material (including
advertisements, coupons, sponsored messages, coupons, photographs, graphics, deals, or other
commercial offers) ("Third Party Services").
8.2 All rights in and to the Third Party Services, including all copyright, patent
trademark,
trade secret and other intellectual property rights protected by applicable laws are
reserved
and remain with such third parties and User hereby agrees that such third parties may
enforce
their rights against you directly in their own name.
8.3 Content or services provided by third parties through the Software may be subject to
such
third parties' terms of use, privacy policies or other conditions concerning such Third
Party
Services. The Company advises User to thoroughly review such terms, conditions and policies
before making any use of any Third Party Services.
8.4 The User is advised that the Product is subject to certain technical synchronization
intervals, and that during certain periods of time products and/or services displayed
through
the Product may not be available through the Third Party Services.
9. Termination.
9.1 The Agreement shall be effective as of the day you installed the Software. the brand or
any
third party designated by the brand shall be entitled to terminate this Agreement at any
time
and for any reason (or for no reason) without any prior notice.
9.2 Any failure to comply with this Agreement or the termination of this Agreement (which
ever
occurs first) will result in the automatic and immediate termination of the licenses granted
herein. Upon termination of the license granted herein for any reason, User agrees to
immediately cease the use of the Software. The financial obligations incurred by the User
before
the termination of this Agreement shall survive any expiration or termination of the
Agreement.
10. Privacy.
The Company and third-party service providers may use a variety of cookies or other tracking
technologies that automatically (or passively) scan and collect certain information whenever
User visit or interact with the Software, including, without limitation, the Third Party
Services (and the referral URL, coupons, offers, sales and other discounts accessed provided
therein), information about the Company's Privacy practices is available at the Privacy Policy. At the moment we do not collect any data,
including tracking
information, however in the future we may store such tracking technologies on User's device
(locally, not on Company’s servers) affiliate referral URLs and a list of the third-party
service providers who provide services through the Software in order to assist us in
providing
the User with future services and/or products that may interest him. In addition, when the
User
engages third parties' services or products (by click on a link presented within Software or
otherwise), such third party may place an affiliate cookie or use tracking IDs (as
applicable)
on the user's device to facilitate the User's interaction with such third party. We do not
have
access to, nor control over, third parties’ use of cookies or other tracking technologies
and
the User should consult the respective privacy policies of these third parties to see his
options for opting-out of their use of such technologies. For more information about how the
Software tracks, collects, uses and shares information, please see the Company's
Privacy Policy
11. Governing Law.
This Agreement shall be governed by the laws of the State of New York. The competent courts
located in Manhattan, New York shall have exclusive jurisdiction to adjudicate any dispute
arising out of this Agreement and you hereby consent and submit to the personal and
exclusive
jurisdiction and venue of, and waive any jurisdictional, venue, or inconvenient forum
objections
to, such courts.
12. Severability.
If any provision shall be considered unlawful, void or otherwise unenforceable, then that
provision shall be deemed severable from this Agreement and not affect the validity and
enforceability of any other provisions.
13. Entire Agreement.
This Agreement, together with the Privacy Policy represent the single and entire Agreement
applying to the all Users of the Software, and supersedes any prior representations and
negotiations, if any; all other terms which are not expressly incorporated herein or are not
included in the Terms are hereby revoked.
14. Contact Information.
For any lack of clarity with respect to the Terms or for any questions the User may have,
Users
are invited to contact the Company at
info@spokensearcher.com
