LICENSE & TERMS OF USAGE

1. These Terms and Conditions sets out the legal relationship between you (the "Publisher") and Heyoya Systems Ltd. ("Heyoya") with regards to the download, installation and use of Heyoya Comments Platform ("Heyoya Platform"). Use of Heyoya Platform by internet sites which are cooperating with Heyoya ("Site/s") is intended, inter alia, for recommendations, reviews, comments, notifications, and voice messages (hereinafter, "Comments") to be left by those visiting the Site, and/or related social networks ("End User/s").

2. IF YOU DO NOT AGREE TO THIS LICENSE TERMS DO NOT INSTALL AND/OR USE THE SERVICE IN ANY MANNER WHATSOEVER.

3. By posting Comments via Heyoya Platform, End Users enable Publisher, other visitors of the Site, Heyoya, and advertisers who have a commercial link with Heyoya and/or with Site or its owners, to learn, among other things, about the End Users' habits, requirements, tastes and preferences, and to make the surfing experience of the End User and of other users, more effective and to promote cooperation among the various parties.

4. From the time of installing Heyoya Platform you will be subject to the usage terms set out hereunder (the "License Terms"). If you do not agree to the License Terms, you should refrain from making any use of Heyoya Platform.

5. Heyoya is entitled to change the License Terms at any time and without giving prior notice, and any such change will be binding on Publisher and End Users from the moment the change is announced.

THE LICENSE

6. Subject to the License Terms, Publisher is hereby granted a limited, non-exclusive, temporary, non-sublicensable and non-transferable right to: (1) embedded and displayed on Publisher's websites and applictions (the "Publisher Properties") Heyoya's application program interface ("Linking API"), and (2) to insert, display and publish on the Publisher Properties advertising content ("Advertisements") through Heyoya. Each use of the Heyoya Platform on the Publisher Properties will include an attribution to Heyoya in a form and manner as provided by Heyoya, from time to time, and shall include Heyoya's logo and a link to Heyoya's Terms and Conditions and Heyoya's Privacy Policy. Publisher shall not use Heyoya's name, trademarks, trade-names, and logos except as specifically permitted under these License Terms.
Use of Heyoya Platform is in accordance with the abridged License Terms that appear when first using it as well as in accordance with these full conditions.

7. Heyoya Platform incorporates extensive databases that have been independently and exclusively assembled and arranged by Heyoya personnel, and which constitute its total and exclusive intellectual property. In addition, Heyoya Platform makes use of third party's services, data and rights, of which no use must be made without the prior written authorization of such third party.

8. For the removing of any doubt, from time to time, Heyoya might grant at its sole discretion, any third party (including, without limitation, Heyoya's services providers) the right to act on behalf of Heyoya, inter alia, in order to ensure that Heyoya, the End Users, the Publishers, and or any other third party using Heyoya services and Heyoya Platform comply with any applicable law.

9. Furthermore, using Heyoya Platform is at the Publisher’s sole risk and use of Heyoya Platform shall not impose any liability on Heyoya with respect to any injury and/or damage and/or loss caused to the Publisher and/or to his property, including fatal injury.

10. It must be emphasized that despite the efforts and attempts that are made to provide the most up to date information, given the technical and/or financial constraints, the information contained in Heyoya Platform could be inaccurate or not up to date, and Heyoya is not liable to damages that may be caused to a Publisher and/or to his property as a result of using information, which – as stated – is provided by a third party.

11. Heyoya is not liable for changes in and/or the accuracy of, data and/or services which is provided by third parties.

12. Heyoya may, at its exclusive and absolute discretion, verify any End User’s identity and the accuracy of the details provided, inter alia, by identification of the End User on different social networks.

HEYOYA PLATFORM CONTENT

13. The information on Heyoya Platform is provided "As-Is" and cannot be arranged or adjusted for any separate usage.

14. Heyoya Platform could contain content posted by End Users and/or by any third party. It is hereby clarified that Heyoya shall have no liability toward the Publisher and/or any other third party, with regard to the use of information and/or data that is posted and/or submitted by End Users of Heyoya Platform.

15. Heyoya, in its sole and absolute discretion, may decide on the manner and way of presenting the Content based, among other things, on its accuracy, quality, and importance. In addition, Heyoya is not liable for those providing and publishing business information being genuine, active, located at an address that is different from the one which they have provided, and/or for any other data provided and/or initiated by third parties. Heyoya will do its utmost to ensure that references to information and/or to End Users, and their descriptions, are as accurate as possible.

16. Heyoya will not be liable for any direct or indirect damage, financial or otherwise, which is caused to a Publisher as a result of installing, using and/or relying on the information that appears on Heyoya Platform.

17. Heyoya is not liable for information being advertised for sale on the Site or through Heyoya Platform or for any of the accompanying services. All the products being sold are the responsibility of the manufacturers and/or importers and/or marketers who undertake to supply them.

INTELLECTUAL PROPERTY

18. All copyrights and intellectual property rights in Heyoya Platform and in the information contained therein, including – inter alia – in its content (including the content posted and/or provided and/or submitted by third parties and/or other users), in source code, in design and in editing, as well in all updates, changes and amendments whatsoever, including derivatives, changes and improvements thereof (toghether "Heyoya's IP") are owned exclusively by Heyoya and are protected by copyrights and under international treaties regarding copyrights.

19. Publisher shall not, and shall not let any third party; (i) attempt to reverse engineer, decompile, infiltrate, or disassemble Heyoya's IP or any part thereof for any purpose; (ii) represent that it possesses any proprietary interest in Heyoya's IP or any part thereof.

20. All intellectual property rights in the Publisher Properties shall remain at all times exclusively with Publisher or its licensors.

DECLARATIONS AND UNDERTAKINGS BY PUBLISHER

21. By installing and/or using Heyoya's Platform, Publisher irrecobally warrants, represents and covenants that: (i) the Publisher Properties, content provided on the Publisher Properties and the products and services offered by Publisher do not infringe upon any third party's rights, including but not limited to intellectual property rights, privacy rights and publicity rights; (ii) Publisher has fully complied with any third-party licenses, permits and authorizations required in connection with such Publisher Properties; (iii) the Publisher Properties does not contain any viruses, worms, Trojan horses or other harmful or destructive code or content; and (iv) the Publisher will comply with all and any applicable laws (including, without limitation, posting a legally adequate privacy policy and where applicable, posting and obtaining consent to a cookie policy, that explains how data is collected and used by Publisher in connection with the Publisher Properties and with connection to information obtained from Heyoya, if any).

22. Publisher's web sites, including ads to be published through that sites not by Heyoya, shall be aligned with Heyoya' instructions as might change be from time to time. Without derogating from the above, the Publisher site shall not include, content or ads that:

a. infringes any copyright, trade secret, or other intellectual property right of any third party;

b. contains any libelous, defamatory, or obscene material, or otherwise violates any laws or regulations.

c. contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law;

d. use any trademark, trade name, or corporate name of any third party without obtaining such third party prior written consent such use.

e. contain sexually explicit or other adult material, violence and bullying, hate speech, impersonation or deceptive behavior, personal and confidential information, illegal activities, and malicious products.

23. The above list may be modified or expanded at any time, and individual account deactivation decisions remain at the sole discretion of Heyoya.

24. Heyoya has created Heyoya Platform, inter alia, for the purpose of encouraging free speech and productive discussion on internet sites with the active participation of the End User and of other Site Users.

25. Publisher shall allow Heyoya to utilise information provided to it by Heyoya's Platform in order to provide personalized content to End Users of the Publisher Properties, which may include other content which appears on the Publisher Properties and Advertisements. Publisher acknowledges that End Users may elect to register for Heyoya, and that such registration may result in collection and use of personally identifiable information and all information submitted by the user upon registration on Publisher Properties will be provided to Publisher. All collection and use of any such information will be conducted in accordance with Heyoya's Privacy Policy available at https://www.heyoya.com/privacy-policy/

26. For the avoidance of doubt, Heyoya will be permitted to edit the content, to abridge it, as well as to reject it completely, without the need for explanation or reasons, and the Publisher will have no claim and/or demand in respect thereof.

27. Heyoya may refuse to publish or to immediately delete any content that is sent for publication at any time it considers that the content is in breach of these License Terms or that an act or omission has been performed which harms or is likely to harm the service provided by Heyoya, those using Heyoya Platform, Heyoya or anyone on its behalf. In addition, Heyoya will be permitted in such event, to prevent End User publishing additional content through Heyoya Platform. The provisions of this section are in addition to Heyoya’s rights under any law.

28. If Heyoya decides to publish content that End User has provided – it may edit any such content at its absolute discretion including deciding to abridge the content, and Publisher waive any claim towards Heyoya with regards to its discretion.

29. The Publisher undertakes to indemnify and hold harmless Heyoya for any consequence and/or damage costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) to the extent there is such, due to (1) a claim and/or demand made against it by a third party pursuant to a breach of any of the provisions stated in Heyoya's Terms and Conditions or in these License Terms, and/or of any other right belonging to any third party whatsoever, (2) Publisher's violation of any applicable laws.

30. Without derogating from the aforesaid, Heyoya may cancel any End User' activities and/or use of Heyoya Platform, or block any End User's access to it (by blocking his IP address), in Heyoya's sole and absolute discretion, inter alia, in any one of the following circumstances: (1) End User posts Content that seems to be provocative, irritating, improper, unlawful or unethical;(2) End User breach Heyoya's Terms and Conditions; and in such event Publisher shall have no claim towards Heyoya.

PUBLISHERS, ADS

31. Heyoya may include, at its sole discretion, advertisements and/or other content (including for commercial purpose) (collectively "Ads") provided by Heyoya and/or any other third party ("Advertisers") as part of the services provided through Heyoya Platform to be displayed Publisher's Properties).

32. Publisher undertake to comply with any specifications that may be provided by Heyoya from time to time to enable proper delivery, display, tracking and/or reporting of Ads.

33. The Publisher will be granted by Heyoya a payment related to the number of valid impressions of Ads and/or the valid clicks on Ads and/or any other business model Heyoya might determine in its sole discretion with the display of Ads through Heyoya Platform, all in accordance to the applicable revenue share percentage.

34. Heyoya will transfer the Publisher its revenue share percentage (50%) within ninety (90) days after the end of each calendar quarter that Ads are running on Heyoya Platform if the Publisher' revenue share according to Heyoya is at least USD 100. In the event the Publisher will notice Heyoya in written request that Publisher would like to terminate the revenue share agreement between the Publisher and Heyoya, Heyoya will pay the Publisher the earned balance within approximately ninety (90) days following the end of the calendar quarter in which revenue share agreement is terminated.
In no event, however, Heyoya will have to make payments for any earned balance less than USD100. For the removing of any doubt, Publisher will not be entitled for any payment based on: (a) invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by Heyoya, including without limitation through any clicks or impressions solicited by payment of money, false representation, or request for End Users to click on Ads; (b) Ads delivered to End Users whose browsers have JavaScript disabled; or (c); clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of those License Terms by the Publisher or by any other End Users for any applicable pay period.

35. Heyoya reserve the right to withhold payment due to any of the foregoing or any breach of the License Terms by the Publisher, or in the event that an Advertiser whose Ads are displayed via Heyoya Platform does not pay for such Ads to Heyoya, for any reason.

36. Publisher is obliges to pay all applicable taxes or charges imposed by any government entity in connection with any payments received from Heyoya.

37. By contact Heyoya and using Heyoya's Platform, Publisher acknowledges and agrees that Heyoya may change its pricing and/or payment structure at any time.
If Publisher dispute any payment made hereunder by Heyoya, Publisher must notify Heyoya in writing within twenty (20) days of any such payment; failure to so notify Heyoya will considered as the Publisher waiver of any claim relating to any such disputed payment.
Payment will be calculated solely based on records maintained by Heyoya and no other statistics of any kind will be accepted or have any effect unless approved by Heyoya.

38. Heyoya make no guarantee regarding the number of impressions or clicks of or on any Ad, and including without limitation, the time of each impression to the Ads, or the amount derived to Publisher from the use of Heyoya Platform.

39. Any claim with regards to payments to be made by Heyoya should be submitted by a Publisher to Heyoya within no later than six (6) months of the issuance of that payment to be made by Heyoya, otherwise Heyoya shall have the right, at its discretion, to recapture all payments that are held by Heyoya and that are due to the Publisher (if any)

40. Heyoya reserves the right, in its sole discretion, not to implements some Ads in Heyoya Platform based on criteria Heyoya will determine, including without limitation: page or Ads language, content of the Ads or of the page, etc.

41. Heyoya reserves the right to inform the Publishers from time to time regarding actions and changes (including of the site's source codes) need to be taken by the Publisher in order to run the Ads, via Heyoya's platforms.

42. Publisher acknowledge that Heyoya shall not be liable by reason of any failure or delay in the performance of Heyoya Platform and/or Heyoya' obligations hereunder for any cause beyond the reasonable control of Heyoya, including but not limited to electrical outages, failures resulting or related to third party, maintenance services, technical deficiencies, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

43. Heyoya will use commercially reasonable efforts to correct errors of the Services with response time and restore time, Heyoya will determine. Heyoya intends to restore and correct any of such failure, within no later than 3 days it will be reported to Heyoya. Heyoya, at its sole discretion, will have the right to terminate, temporarily or permanently, the publication of the Ads through the Publisher's web site, without prior notice, and without obligation to explain the reason for such termination. Such termination notice might be, inter alia, due to breach of these License Terms by the Publisher. Publisher will have no demands and/or claims towards Heyoya with regards to such termination for whatever reason.

44. Heyoya may connect and/or hire other entities or third parties, in Heyoya' sole discretion, for the purpose of performing any of its business, inclduing related functions of the Services, such as processing payments on Heyoya's behalf ("Heyoya's Payment Processing Partner"). Heyoya's Payment Processing Partner may request that any End User will provide certain personal data (e.g., a valid government issued ID or passport, the End User's legal name, address, and data of birth, etc.) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. Heyoya's Payment Processing Partner may also communicate directly with the End User regarding any issues related to such payment. Any information provided to Heyoya's Payment Processing Partner will be confidential and only be used for intended purposes.

LIABILITY AND INDEMNIFICATION

45. Heyoya makes no warranties or conditions, express or implied, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose or implied warranty arising out of a course of dealing, custom, or usage of trade, such as warranties that might be inferred from, by way of illustration and not limitation, statements or representations of Heyoya.
Heyoya is not responsible and does not guarantee that an unauthorized entity will not gain access to information which is sent by an End User and/or acquire this information. All Publishers and End Users accept full responsibility and risk arising from the use of Heyoya Platform.

46. Neither Heyoya nor anyone on its behalf, including its employees, its management and/or its information suppliers, are liable in any way, explicitly or implicitly, for information of Heyoya Platform and/or for information that is received via third parties, for its suitability for the Publisher’s purposes, for its reliability and/or its accuracy and/or for its usability and/or for the use made of the information and/or Heyoya Platform content.

47. Heyoya gives no undertakings to Publisher of the availability and/or correctness of Heyoya Platform and/or for the accessibility of the information on Heyoya Platform at any time or in any location and Heyoya does not undertake that at the time of being used there will not be interruptions or failures in receiving data from Heyoya Platform whether due to Heyoya or whether due to some other factor, including failures and/or interruptions on the Internet network and on the wireless transfer of data.

48. Heyoya is not responsible for any cost and/or advertising campaign on Heyoya Platform for any business or service whatsoever. Responsibility for sending data rests with the business. Heyoya hereby advises that unintentional or transposing errors may occur in the information located in Heyoya Platform and neither Heyoya nor the businesses advertising on Heyoya Platform will have any liability in respect of the occurrence of errors, for any reason whatsoever.

49. Publisher may possibly discover that the information and the content on Heyoya Platform are not suitable for your needs, or Publisher may object to them, or may believe that they are provocative, irritating, improper, unlawful or unethical. In that case, we would appreciate it if Publiisher would tell Heyoya about it. It is clarified that Heyoya will act relevantly and at its exclusive discretion.

50. Heyoya encourages the End Users and the Publisher to refer carefully and critically to content that is published on Heyoya Platform. To the extent that the information relates to professional information, such information should be treated with caution and care, and both Publisher and End User should bear in mind that such information is not a substitute for consulting with appropriate professionals.

51. TO THE EXTENT PERMITTED BY LAW,Heyoya shall not, under any circumstances, be liable to the Publisher and/or the Site or to any other third party for any direct, special, indirect or consequential damages (including, but not limited to, loss of profits, revenue, business, opportunity or goodwill) resulting from or in any way related to Heyoya Platform. This limitation of liability applies regardless of the legal theory under which such damages are sought, including breach of contract, breach of warranty, negligence, or strict liability wheter or not Heyoya has been advised of the possibility of such damagaes.

52. By using of Heyoya Platform, the Publisher (or anyone on its behalf) irrevocably waives, releases, remises and forever discharges Heyoya and its shareholders, partners, directors, officers, employees, consultants, agents and other representatives and each of their respective successors, heirs, assigns and executors (collectively, the “Releasees”) of and from any and all manner of action and actions, cause and causes of action, rights, omissions, damages, controversies, complaints, claims and demands whatsoever, which they ever had, now has or which it hereafter can, shall or may have against the Releasees, for, upon or by reason of any facts, matters, events, circumstances or actions relating to the use of Heyoya Platform, and inter alia, to matters, events, circumstances or actions which is beyond the Releasees' reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, third parties actions or omissions, or any other force majeure event.

53. Publisher declares, confirms and commits that if it or anyone else in its name should deliver any action or claim against the Releasees with respect to the use of Heyoya Platform, it shall reimburse the Releasees to the full extent of the sum of the claim and to the full extent of the sum of the legal expenses, legal fees and any other expense, damage or loss that shall as a result be caused to the Releasees.

REGISTRATION REQUIREMENTS

54. From time to time, use of Heyoya Platform (or any part thereof) might be, at Heyoya's discretion, subject to registration. In such cases, End User may enjoy and make use of all the services after completing the registration process.

55. Some of Heyoya's services might require registration involve payment of a subscription charge.

56. Providing the Information to Heyoya, including providing the Publisher’s email address ( constitutes the Publisher’s specific consent for the information to be retained by the Heyoya and/or by anyone acting on its behalf, as detailed hereunder.

57. The information that Publisher provide when registering for Heyoya Platform will be kept in a data base owned by Heyoya and any other third parties on its behalf.

58. Heyoya may make use of the information provided to it for the ongoing requirements of Heyoya or the Site, including giving services to those who provide the Information, and will be entitled to make any use of the information that is required under the law.

59. Heyoya's services are made available on month-to-month, or year-to-year basis according to Heyoya package you choose.

60. Billing would be done on a monthly basis, commencing on the day of the month your account was initially created.

61. All subscriptions charges may be cancelled at any time, by written notice to Heyoya at finance@heyoya.com.

62. A cancellation notice will only be effective to future billings, and it will take place from the following billing period.

63. There will be no refunds or credits for partial months of Heyoya service.

64. Heyoya, at its sole and absolute discretion, has the right to change the price of its services, including but not limited to monthly subscription fees, within 30 days prior written notice from us.

CHANGES IN HEYOYA PLATFORM AND THE PROVISION OF HEYOYA' SERVICES

65. Heyoya may modify and/or update, add to or subtract from Heyoya Platform and the information located thereon. Heyoya may remove and/or limit the use of Heyoya Platform for a limited period or permanently at its exclusive discretion and without prior notice.

66. Heyoya Platform’s content is provided through remotely based internet services coming from Heyoya’site and/or third party servers.

67. At its exclusive discretion, Heyoya may discontinue these services at any time or restrict access to these services to paying subscribers only or in line with any other business model on which it decides. Using Heyoya Platform to your Computer constitutes your irrevocable agreement to that which is stated in the License Terms and to the content of this section in particular.

68. If these License Terms are not acceptable to Publisher for any reason whatsoever, Publisher is requested to refrain and to make no further use of it.

LAW AND VENUE FOR JURISDICTION

69. The laws of the State of Israel will apply exclusively to these License Terms, without reference to its conflict of laws principles and any dispute related to these License Terms and/or to Heyoya Platform will be brought solely to the exclusive the competent courts in the State of Israel.

TO BE IN CONTACT

70. If you have any question or query, you can contact Heyoya by email at info@heyoya.com.

71. Further information regarding Heyoya, its services and products can be found at the internet site: https://www.heyoya.com/.

Last update: 21/5/2018

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