TERMS AND CONDITIONS

1. These Terms and Conditions sets out the legal relationship between you ("You") and Heyoya Systems Ltd. ("Heyoya") with regards to the 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.

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

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

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

THE LICENSE

5. Subject to the User Terms, You are hereby granted a limited, non-exclusive, temporary and non-transferable license solely for your personal use of Heyoya Platform. To that end, You are permitted to use Heyoya Platform on his Computer. Use of Heyoya Platform is in accordance with the abridged Users Terms that appear when first using it as well as in accordance with these full conditions.

6. Use of Heyoya Platform, in whole or in part, is for personal usage only. Any other action or usage – including, inter alia, commercial use, distribution, copying, changing, leasing, reverse engineering, producing derivatives or translations – is totally forbidden. In the event of any doubt regarding the legality of usage, You can approach Heyoya at its email address – info@heyoya.com - for the removal of any doubt.

7. Heyoya Platform incorporates extensive databases that have been independently and exclusively assembled and arranged by Heyoya, and which constitute Heyoya's 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, You and or any other third party using Heyoya services and Heyoya Platform, including the Sites owners comply with any applicable law.

9. Furthermore, using Heyoya Platform is at your 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 You 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 User 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 Your identity and the accuracy of the details provided, inter alia, by identification of You 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 You and/or any other third party, with regard to the use of information and/or data that is posted and/or submitted by users of Heyoya Platform.

15. Heyoya, in its sole and absolute discretion, may decide on the manner and way of presenting the Comments and/or any content, 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 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 You as a result of 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, are owned exclusively by Heyoya and are protected by copyrights and under international treaties regarding copyrights.

DECLARATIONS AND UNDERTAKINGS BY USERS

19. Heyoya has created Heyoya Platform, inter alia, for the purpose of encouraging free speech and productive discussion on internet sites with the active participation You and of other Site users and visitors.

20. Nonetheless, and inter alia, in order to ensure that discussion is civilized and relevant, and in order to prevent end users from abusing the opportunities that are provided to express themselves on various sites, Heyoya is entitled to check such content before it is published. These checks will be made among other things for the purpose of trying to prevent comments that are abusive, threatening or vulgar, as well as content that is prima facie illegal, and will be made without Heyoya or anyone on its behalf needing to exercise discretion, legal or otherwise. For the removing of any doubt, nothing contained inhere, shall derogate from Heyoya's right to check and/or to analyze all of your Comments and content, for any other purposes, at Heyoya' sole and absolute discretion.

21. Without derogating from any of the other provisions of the Users Terms, when sending or posting and/or submitting content for publication through Heyoya Platform, You will be fully and solely liable for any outcome of the publication. You must ensure that such content is legal. inter alia, and for illustration only, You are not allowed to publish the following content through Heyoya Platform:

a. any material which infringes or breaches other parties’ intellectual property rights – including copyrights and trademarks;

b. any material that is pornographic, erotic or of a sexual nature, or likely to offend public sensibilities;

c. any material regarding or identifying minors, their personal details, addresses or how they can be contacted;

d. any computer software, computer code or application that contains computer bugs (virus), including hostile software known as Trojan Horses, Worms, Vandals, Malicious Applications, etc.

e. any material constituting slander of any person or infringes his privacy;

f. any material that is illegal, or material that encourages, supports, assists, the provision of instructions for the implementation, or guides in the implementation, of an action that constitutes a criminal offense under the laws of your state of jurisdiction;

g. any material or link to material the publication of which is forbidden under the provisions of the law;

h. any information or material that could harm any business or dealer whatsoever;

i. any material that is inflammatory in nature, insulting, hostile, threatening, crude, racist causing offense to public feelings, likely to constitute the basis for a civil claim or constituting any other breach of the laws of your state of jurisdiction;

j. any material that could deceive consumers;

k. any content of an advertising or commercial nature;

l. any content from an internet site which is blocked by means of a password, etc., and which is not freely accessible to all internet users;

m. in addition, the User undertakes not to activate or enable the activation of any computer application or other resource, including programs such as Robots, Crawlers and the like, for the purpose of searching, scanning, copying or automatically retrieving content from within Heyoya Platform.

22. To the extent that your rates and/or reviews other sites and/or content that appear and/or are published, You undertake that the such review and/or criticize will be done in good faith in accordance with his personal opinion and without being influenced by outside considerations or commercial interests of any kind, and that any information he publishes will be accurate, reliable and functional.

23. You hereby give Heyoya his specific approval to publish any material and/or Comments that You posts through Heyoya Platform, with or without announcing your name (at Heyoya’s sole discretion) and agrees to give Heyoya a world-wide license that is irrevocable, unlimited in time, non-exclusive, free of any payment, to use the content that You postto Heyoya Platform, to copy it, to display it and to distribute it, to sell copies of it and to prepare derivatives of it, and to authorize others or to give licenses to others, to perform each of the aforesaid actions, in all media whether electronic or printed(including without limitation through social networks), for any purpose Heyoya seems appropriate at Heyoya’ sole discretion.

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

25. 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 User 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 You publishing additional content through Heyoya Platform. The provisions of this section are in addition to Heyoya’s rights under any law.

26. If Heyoya decides to publish Comments that You has provided – it may edit any such content at its absolute discretion including deciding to abridge the content.

27. Heyoya encourages You to refer carefully and critically to content that is published on the Internet, including to content that is published from end users of Heyoya Platform. Look at this content carefully and meticulously. The content is not published in the name of Heyoya and therefore Heyoya is not responsible for its reliability, its veracity, its accuracy or its completeness and Heyoya has no liability for any consequence arising from its using or reliance thereon. Always remember that such content is not an alternative to consulting with the appropriate professionals such as lawyers, doctors, qualified professionals, etc. when consultation such as that is required.

28. You undertake to indemnify Heyoya for any consequence and/or damage to the extent there is such, due to a claim and/or demand made against it by a third party pursuant to a breach of any of the provisions stated in the Users Terms, and/or of any other right belonging to any third party whatsoever.

29. Without derogating from the aforesaid, Heyoya may cancel your activities and/or use of Heyoya Platform, or block your 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) You posts Comments that seems to be provocative, irritating, improper, unlawful or unethical;(2) You breach these Users Terms.

PUBLISHERS, ADS

30. 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 as part of the services provided through Heyoya Platform to be displayed in third party's sites.

31. You 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.

LIABILITY AND INDEMNIFICATION

32. 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 You and/or acquire this information. You accept full responsibility and risk arising from the use of Heyoya Platform.

33. 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 your 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.

34. Heyoya gives no undertakings to You 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.

35. 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.

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

37. Heyoya encourages You 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 You should bear in mind that such information is not a substitute for consulting with appropriate professionals.

38. You undertakes to indemnify Heyoya, its employees, its management and anyone on its behalf for any damage and/or loss and/or expense caused to it, including lawyer’s fees and legal costs, pursuant to a breach of the Users Terms.

39. Heyoya shall not, under any circumstances, be liable to You 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.

40. By using of Heyoya Platform, You (or anyone on your 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.

41. You declare, confirms and commits that if it or anyone else in your 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

42. From time to time, use of Heyoya Platform (or any part thereof) might be, at Heyoya's discretion, subject to registration. In such cases, You may enjoy and make use of all the services after completing the registration process, providing the details required during the process and after your consent to the online agreement that accompanies Heyoya Platform, has been received.

43. When registering for the Heyoya Platform, You will be asked for personal details, such as: First name, Surname, and the active email address which You have his your possession. In addition, Heyoya provides you the opportunity to register via your account in of the social networks. In any case, You must only provide details that are correct, accurate and full and You thereby confirms the accuracy of the details You is providing. Erroneous details are likely to prevent You from using Heyoya Platform and to prevent Heyoya contacting You, if required to do so. If your details change, you should update them by contacting Heyoya on-line at the Site.

44. Providing the Information to Heyoya, including providing your email address (including by verifying your identity on one of the social networks), constitutes your specific consent for the information to be retained by the Heyoya and/or by anyone acting on its behalf, as detailed hereunder.

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

46. 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.

47. It is clarified that Heyoya may transfer, at its sole and absolute discretion, part of the information retained by it, especially Your email address, to the Site owners for the purpose of marketing and advertising.

48. Heyoya will have no liability towards You for any use that such third parties make of the information provided to it by Heyoya, and by his very use of the Site and/or of Heyoya Platform, You confirm that you do not nor will not, have any claim and/or demand against Heyoya for any such use of the Information which is not made by Heyoya itself.

49. There is no legal requirement to provide the information, but without providing it, You will not be able to use Heyoya Platform for which You have registered. You will not make use of your details, other than in accordance with the Heyoya's Privacy Policy, which is to be found on this page https://www.heyoya.com/privacy-policy/ and which constitutes an integral part of these User Terms.

50. From time to time, Heyoya may, at its absolute discretion, not allow You to use Heyoya Platform which requires registration. Without derogating from the aforesaid, Heyoya may cancel your registration for Heyoya Platform or block your access to it, in any one of the following circumstances:

a. if You have provided erroneous details when registering for Heyoya Platform;

b. if You perpetrate an act or omission which damages or is likely to cause damage to Heyoya or any third parties, including other subscribers, writers or suppliers of Heyoya;

c. if You use Heyoya Platform or the additional services provided by Heyoya to carry out or try to carry out an action that is unlawful according to the laws of England and Wales or of any other country, or an action that can be seen, prima facie, as being unlawful, as stated, or in order to enable, facilitate, assist or encourage, the implementation of such an action;

d. if You breach the User Terms or of any other service in the context of Heyoya Platform;

e. if You perform any action that prevents others from participating in Heyoya Platform or from continuing to enjoy Heyoya Platform in any way at all;

CHANGES IN HEYOYA PLATFORM AND THE PROVISION OF HEYOYA' SERVICES

51. 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.

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

53. 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 constitutes your irrevocable agreement to that which is stated in the Users Terms and to the content of this section in particular.

54. If these User Terms are not acceptable to User for any reason whatsoever, You are requested to refrain and to make no further use of it.

LAW AND VENUE FOR JURISDICTION

55. The laws of the State of Israel will apply exclusively to these Users Terms, without reference to its conflict of laws principles and any dispute related to these Users 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

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

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

Last update: 22/5/2018

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