SOCIOPAL LTD.

 

Terms of Use

Recently updated: 28 February, 2013

 

General Terms

 

These Terms of Use govern your relationship with SOCIOPAL Ltd. and its affiliates (collectively "SOCIOPAL" or "We"), and set forth the terms and conditions under which SOCIOPAL makes available its internet website at http://SOCIOPAL.com/ (the "Site"), and/or the services available through the Site or otherwise provided by SOCIOPAL (the "Services" and together with the Site, the “SOCIOPAL Services”), to each person or entity (each a "User" or "You" or “your”) accessing or using the Site and/or the Services. These Terms of Use apply to all Users regardless of their location and nationality to the maximum extent permissible under applicable law.

These Terms of Use, together with any and all other terms, conditions, rules, policies or procedures published on the Site, as well as on any Social Network Accounts you have (as further detailed in Section 1.1 below) including but not limited to Facebook and Twitter, and related to Your use of the Site and/or Services, each as amended from time to time, constitute a binding, legal agreement between SOCIOPAL and User (the "T&C").

By using and/or accessing any of SOCIOPAL Services, you agree to be bound by these T&C, whether you are a "Visitor" (which means that you simply browse the Site, including through a mobile device, or otherwise use the Services without being registered) or you are a "Member" (which means that you have registered with SOCIOPAL). If you do not agree to be bound by these T&C and to follow all applicable laws, you should leave the Site and discontinue use of the Services immediately.  If you wish to become a Member, communicate with other Members and/or make use of the Services, you must read these T&C and indicate your acceptance during the registration process. As long as you do not cease using any of the Services, you will be conclusively deemed to have accepted these T&C.

 

1.      Registration

 

1.1.   You acknowledge that the Services are provided to You among other ways, through the Site and by using and operating an active Facebook Page and Twitter account and Website on your behalf, as your authorized representatives, as well as other internet applications, platforms, services and/or networks (whether social networks or otherwise) (the “Social Networks”) that may be added by SOCIOPAL. You further acknowledge that upon Your registering for an account with SOCIOPAL, the SOCIOPAL system shall automatically register such information, and open user accounts and/or web-pages on your behalf on such Social Networks for these purposes, and/or assume the operation of active Social Networks accounts (including web-pages) which You have elected to register for the Services (the “Social Network Accounts” and together with User’s SOCIOPAL account the “Accounts”). At any time following Your registration to the Services, SOCIOPAL may include additional Social Network Accounts in the framework of the Services, by delivering You, or by publishing a notification on the Site with respect thereto, and these T&C shall apply to these additional Social Network Accounts immediately upon such notice. You hereby irrevocably and unconditionally permit SOCIOPAL to register access and operate the Social Network Accounts on your behalf, in the framework of the SOCIOPAL Services, and agree to be bound by any terms and conditions applicable to such Social Network Accounts as published from time  by the Social Network Accounts’ providers and/or administrators (including without limitation, any terms, conditions, rules, policies or procedures with respect thereto), which are incorporated herein by reference and constitute a part of these T&C. We recommend that You frequently review these T&C including without limitation the terms and conditions applicable to all of your Accounts. The Services and the Site’s content are not endorsed, sponsored, advertised, or operated by or in partnership with any of the Social Network Accounts providers and/or administrators.

 

1.2.   Upon registration for the SOCIOPAL Services, each User will set a password and a user name for its SOCIOPAL account and provide necessary authorizations for its Social Network Accounts.  If User has registered for an account to use the SOCIOPAL Services, User hereby warrants that the information provided by User for the purposes of such registration is truthful, authentic, complete and accurate. User shall ensure that such information is kept up to date at all times.

 

1.3.   User acknowledges and agrees that User, and not SOCIOPAL, is solely responsible for User's Accounts and all activities occurring in connection with the use of such Accounts, whether or not User authorizes such activities, and notwithstanding any recommendations made by SOCIOPAL to User.

 

1.4.   You are entirely responsible for maintaining the confidentiality of your passwords. You agree not to use the Accounts, usernames, or passwords of another member at any time or to disclose your password to any third party. You agree to notify SOCIOPAL immediately if you suspect any unauthorized use of your Accounts or access to your passwords.

 

1.5.   You acknowledge, consent and agree that We may access, preserve, and disclose your registration and any other information you, or any Social Network, provide if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce these T&C; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of SOCIOPAL, its Users or the public.

 

2.      Contact Information

 

2.1.   In order to approach others through any of the Accounts, You may use the Services to send invitations, emails or any other form of communications (collectively “Communications”) either to their Social Network Account profiles or email addresses of people You know. The names and email addresses of people whom You approach will be used to send your Communications as well as to allow SOCIOPAL to help expand your network.

 

2.2.   You may also choose to manually enter or upload data about your contacts to the “Contacts” section of any of your Accounts. By providing email addresses or other information of such contacts to SOCIOPAL (through any of your Accounts), You represent that You have authority to do so, as well as to deliver and to permit SOCIOPAL to deliver various Communications to these contacts via the SOCIOPAL Services. All information that you enter or upload about your contacts may be used by SOCIOPAL in accordance with these T&C, and will enable SOCIOPAL to provide You with more customized Services such as suggesting people to Subscribe and/or to follow any of your Accounts and/or any of your web-pages.

 

 

3.      Ownership of IP (Intellectual Property)

 

3.1.   Certain content and information provided on and through the Services, including, without limitation, SOCIOPAL's logo, trademark, graphics, design, information, text, images, data and other material displayed, available or present on the SOCIOPAL Services, that are not User Content (as defined below) (collectively, the "SOCIOPAL Content") are the copyrighted and/or trademarked work of SOCIOPAL solely and/or SOCIOPAL's affiliates and/or SOCIOPAL’s licensors, and may only be used as intended and instructed by SOCIOPAL.

 

3.2.   As part of the Services, You may be entitled to use SOCIOPAL Content in your Accounts. However, any content marked as belonging to a third party, or which can reasonably be inferred to belong to a third party (such as links to external sites) should be assumed to be copyrighted and  it is solely the user’s responsibility to adhere to all applicable intellectual property laws with regards to the third party content.

 

3.3.   SOCIOPAL retains all rights, including any intellectual property rights in the SOCIOPAL Content. The SOCIOPAL Content or any part thereof, is the property of SOCIOPAL solely, and is protected by applicable intellectual property laws. You hereby acknowledge that you have no right, title or interest in or to any SOCIOPAL Content, except as permitted, intended and instructed by SOCIOPAL and for the limited purpose of sharing such content through your Accounts. It is hereby clarified that notwithstanding anything in these T&C, in no case shall permission to share or display SOCIOPAL Content be construed as transforming such content into User Content.

 

3.4.   Except as expressly permitted in these T&C, you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the SOCIOPAL Content in any manner.

 

 

4.      Usage License; Freemium

 

4.1.   SOCIOPAL grants you a limited license to access the Site and use the Services in accordance with these T&C and the instructions and guidelines posted on the SOCIOPAL Services (the “License”).

 

4.2.   Unless otherwise specified in these T&C, the License and Your usage of Services and the SOCIOPAL Site is free of charge. You acknowledge that SOCIOPAL reserves the rights to terminate your License to use and/or access SOCIOPAL Services at any time and for any reason or, in the future and with prior notice on the Site, to charge for any portion of the Services and to change such fees (if any) from time to time in its sole discretion.

 

 

5.      User Generated Content

 

User acknowledges and agrees as follows:

 

5.1.   All messages, text, data, information, images, photographs, graphics, video or audio, or other materials communicated, submitted or transmitted by User through any of the Services or otherwise made available using the SOCIOPAL Services or that is otherwise made available through the use of User's Accounts, whether or not authorized by User whether publicly posted or privately transmitted (collectively, "User Content"), are the sole responsibility of the person from whom such User Content originated. The User, and not SOCIOPAL, is solely responsible for all User Content.

 

 

5.2.   User further acknowledges and agrees that SOCIOPAL will not and cannot review all User Content and is not responsible, does not control any User Content originating from User, and does not guarantee the accuracy, integrity or quality of such User Content. Notwithstanding the foregoing, SOCIOPAL may, but is not obligated to, review User Content and block, delete, add clarifications, terminate access to, or remove any such User Content that SOCIOPAL, in its sole discretion, considers to be non-compliant with any of the requirements of these T&C and/or any law or regulation.

 

5.3.   SOCIOPAL reserves the right to purge User Content from its databases at any time and from time to time without notice. User acknowledges and agrees that User is solely responsible for backing up any User Content uploaded to the Site or received from another User through the use of the Services. SOCIOPAL shall not be liable for any purging, deletion or failure to retain any such User Content.

 

5.4.   You confirm that your content contribution is your own original work or you otherwise have sufficient legal rights thereto, is not defamatory and/or unlawful and/or does not infringe any third party's rights (including privacy rights) and that it fully complies with these T&C. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any content posted by you on or through the SOCIOPAL Services. You also confirm that your content contribution is not promoting any unlawful activities, gambling and/or pornography.

 

5.5.   By communicating or transmitting any User Content using any of the SOCIOPAL Services, User hereby grants to SOCIOPAL an irrevocable, perpetual, non-exclusive, royalty-free and worldwide license to use such User Content in any way SOCIOPAL may reasonably choose, including, without limitation, to copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt, in any form or media now known or hereinafter developed, and User warrants to SOCIOPAL that it has the right to grant such license for such purposes. If you do not want to grant SOCIOPAL the said license to use your content contributions in accordance with these Terms, please do not share with or submit them to the Site and/or Services.

 

5.6.   Without derogating from the provisions of Section 1.1 above and in addition thereto, in the event that You will use SOCIOPAL Services through a website of any third party (the “Third Party Site”), You undertake to be bound also by such third party website’s rules (including without limitation, any terms, conditions, rules, policies and/or procedures with respect thereto).

 

6.      User Conduct

 

In connection with your use of any of the SOCIOPAL Services, and without limiting any of the other obligations under these T&C or applicable law, you agree as follows:

 

6.1.   Not to upload, post, email, distribute, communicate, transmit or otherwise make available any User Content: (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) that infringes any patent, trademark, trade secret, copyright, or other intellectual property right of any party, (iii) that User does not have the right to make available by reason of any law or contractual or fiduciary relationship, or (iv) that comprises or includes any "junk mail", "spam" or disrupt discussions with repetitive messages;

 

6.2.   Not to interfere with or disrupt the SOCIOPAL Services or servers or networks connected to the Site or the Services, deny service to, hack, crack, reverse engineer, or otherwise interfere with the Site and/or the Services in any manner, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site the Services and/or the Accounts;

 

6.3.   Not to engage in excessive usage of the Site or the Services, as determined by SOCIOPAL in its sole discretion, including usage that adversely affects the speed, responsiveness, or functionality of the Site, or disrupts the availability of the Site and the Services for other users;

 

6.4.   By using any of the SOCIOPAL Services, you hereby acknowledge and agree that you may be exposed to User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.

 

Without any obligation from SOCIOPAL to delete any content, if You see or access on the Site or Services content you believe to be offensive or is infringing of copyrights, you can report such content to Us, by opening a standard support ticket through your SOCIOPAL account. Notwithstanding the above, if You use SOCIOPAL Services through Third Party Site, you will report to the owner of such Third Party Site and if you do not receive a response within reasonable time, You may report such content to Us. 

 

 

As part of your report of content you believe is infringing of copyrights, You should provide Us or the Third Party Site information about yourself and proof of ownership of such copyrights.

 

 

7.      Indemnification

 

7.1.   SOCIOPAL may, in its sole discretion, disable/suspend User's account and User's access to use of the Site and/or the Services and SOCIOPAL may recover from User any losses, damages, costs or expenses incurred by SOCIOPAL resulting from or arising out of User's non-compliance with any provision of these T&C.

 

7.2.   You agree to indemnify and hold SOCIOPAL and its shareholders, directors, officers, employees, advisors, subsidiaries, affiliates and agents (the “Indemnified Parties”), harmless from and against all loss, damages, expenses, claims, demands and liabilities incurred or suffered by the Indemnified Parties arising out of (a) any action or omission  (including representation) made by You to third parties, creating any obligation or liability regarding the SOCIOPAL Services which SOCIOPAL has not specifically assumed or approved under these T&C, (b) your breach of these T&C or the documents it incorporates by reference, or (c) your failure to comply with all applicable laws, regulations, ordinances and treaty requirements, relating, among others, to data protection, privacy rights, and copyrights.

 

 

8.      Provision of the Site and the Services

 

8.1.   These T&C shall automatically become effective upon User's first use of the SOCIOPAL Services, and continue indefinitely until terminated.

 

8.2.   SOCIOPAL may in its sole discretion cancel or suspend User's access to any of its Accounts (if User has one) immediately in the event that User breaches any of User's representations, warranties, or obligations under these T&C or contravenes any applicable law, or in the event that SOCIOPAL has reason to believe that User has committed, or is intending to commit any such breach. Upon termination, User shall immediately cease all use of the Site and/or the Services, and User acknowledges and agrees that SOCIOPAL may, in its sole discretion, take any measures SOCIOPAL deems necessary or desirable to prevent further use by User of the Site or Services, including by blocking User's IP address.

 

8.3.   SOCIOPAL reserves the right at any time and from time to time to modify, suspend, or discontinue, temporarily or permanently, the Services or any part thereof, or User's access thereto (including without limitations with respect to the Accounts), and to modify, suspend or delete the Site, the Accounts or any part thereof. User is entitled to cancel User's Subscription, if any. User acknowledges and agrees that SOCIOPAL shall not be liable to User, or to any third party, for any modification, suspension or discontinuance of the Services or any modification, suspension or deletion of the Site and/or the Accounts.

 

8.4.   As part of the provision of the Services, You explicitly allow Us to advertise and promote Your website or business, as well as SOCIOPAL or a third party through Your Accounts. SOCIOPAL reserves the right to amend the manner of its operation and advertising at any time.

 

9.      Warranty Disclaimers

 

USER ACKNOWLEDGES AND AGREES THAT THE SITE, THE SERVICES AND ANY OF ITS CONTENT, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," ARE USED ONLY AT USER’S SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. SOCIOPAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THIS SITE, THE SERVICES AND THE ACCOUNTS (INCLUDING ITS CONTENT, PRODUCTS, INFORMATION, SOFTWARE, AND LINKS), INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, OR LACK OF VIRUSES. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO USER TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 

10.  Limitations on Liability and Remedies

 

10.1.                    SOCIOPAL’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH SOCIOPAL (INCLUDING WITHOUT LIMITATION YOUR USE OF THE SITE, THE SERVICES AND THE ACCOUNTS) IS TO DISCONTINUE YOUR USE OF THE SITE. SOCIOPAL AND ITS AFFILIATES, OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE (EVEN IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN) ARISING FROM YOUR USE OF THE SITE, THE SERVICES OR THE ACCOUNTS OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OR REGISTRATION WITH SOCIOPAL’S SITE OR SERVICES. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SOCIOPAL HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SOCIOPAL'S LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. SOCIOPAL DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH THIS SITE, AND/OR THE SOCIAL NETWORK ACCOUNTS AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. USER ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, SOCIOPAL WOULD NOT BE ABLE TO OFFER THE SITE OR THE SERVICES.

 

11.  Privacy Policy

 

SOCIOPAL is concerned about your privacy and has created a policy to address privacy concerns. Your use of this Site is governed by the privacy policy, which is available here (the "Privacy Policy"). The Privacy Policy is hereby incorporated into these T&C by reference, and constitutes a part of these T&C.

 

12.  SOCIOPAL Credits (Socios)

 

12.1.  Users may purchase SOCIOPAL credits (by using the payment methods available through the Site (“Credits”) and/or earn and accumulate certain rights to receive such Credits on his/her personal account based on each User’s activity in the Site or through the Services, or any other method as shall be determined from time to time by SOCIOPAL at its discretion. In the event that User has elected to purchase Credits, User authorizes SOCIOPAL to store its relevant payment method information.

 

12.2.  These Credits shall allow Users to enjoy certain premium features to be provided by SOCIOPAL in the framework of the Services. SOCIOPAL may award Users with bonus Credits at its sole discretion, but has no obligation and makes no undertaking to do so. SOCIOPAL further reserves the right at its sole discretion to cancel any such Credits system, including any pending Credits accumulated to the benefit of Users at any time and for any reason.    

 

 

13.  Miscellaneous

 

13.1.  These T&C comprise the entire agreement between SOCIOPAL and the User relating to SOCIOPAL Services. User confirms that User has not relied upon, and shall have no remedy in respect of, any agreement, warranty, statement, representation, understanding or undertaking made by any party (whether or not a party to these T&C) unless that agreement, warranty, statement, representation, understanding or undertaking is expressly set out in these T&C.

 

13.2.  SOCIOPAL reserves the right to change the content materials and services offered with respect to the Services and/or change these T&C at any time (without any further notice), so please review these pages regularly.

 

13.3.  SOCIOPAL may assign these T&C at any time to any third party, including the successor in interest in connection with a merger, consolidation or other corporate reorganization in which SOCIOPAL participates or to the purchaser of all or substantially all of SOCIOPAL’s assets to which this Site and/or Services relate.

 

13.4.  You may not use the Services and may not accept these T&C if (a) you are not of legal age to form a binding contract with SOCIOPAL, or (b) you are a person barred from receiving the Services under any applicable law.

 

13.5.  These T&C are governed by the laws of the State of Israel without reference to conflict of laws principles. If any provision of these T&C is adjudged to be illegal or unenforceable, the continuation in full force of the remainder of the T&C will not be prejudiced, and the illegal or unenforceable provision of the T&C shall be severed accordingly. The competent courts of Tel Aviv, Israel will have exclusive jurisdiction in all matters relating to or arising out of these T&C. You further agree that SOCIOPAL is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms of these T&C.

 

13.6.  All notices and other communications required or permitted to be given by SOCIOPAL to User under these T&C will be deemed to be properly given on the date when: either posted on the Site, or sent by email to the email address that the User last recorded by SOCIOPAL.

 

13.7.  Any notices must be sent to SOCIOPAL in English at  support@SOCIOPAL.com.