LICENSE & TERMS OF USAGE

These Terms and Conditions sets out the legal relationship between you (the "User") 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.

By posting Comments via Heyoya Platform, User 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 the User’s habits, requirements, tastes and preferences, and to make the surfing experience of the User and of other users, more effective and to promote cooperation among the various parties.

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

Heyoya is entitled to change the License 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

Subject to the License Terms, User is hereby granted a limited, non-exclusive, temporary and non-transferable license solely for your personal use of Heyoya Platform. To that end, User is permitted to use Heyoya Platform on his Computer.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.

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, User can approach Heyoya at its email address – info@heyoya.com - for the removal of any doubt.

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.

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 Users, the Publishers, and or any other third party using Heyoya services and Heyoya Platform comply with any applicable law.

Furthermore, using Heyoya Platform is at the User’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 User and/or to his property, including fatal injury.

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.

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

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

HEYOYA PLATFORM CONTENT

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

Heyoya Platform could contain content posted by Users and/or by any third party. It is hereby clarified that Heyoya shall have no liability toward the User 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.

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 Users, and their descriptions, are as accurate as possible.

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

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

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

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 User and of other Site Users.

Nonetheless, and inter alia, in order to ensure that discussion is civilized and relevant, and in order to prevent 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 the content of the User, for any other purposes, at Heyoya' sole and absolute discretion.

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

  • any material which infringes or breaches other parties’ intellectual property rights – including copyrights and trademarks;
  • any material that is pornographic, erotic or of a sexual nature, or likely to offend public sensibilities;
  • any material regarding or identifying minors, their personal details, addresses or how they can be contacted;
  • any computer software, computer code or application that contains computer bugs (virus), including hostile software known as Trojan Horses, Worms, Vandals, Malicious Applications, etc.
  • any material constituting slander of any person or infringes his privacy;
  • 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 User's state of jurisdiction;
  • any material or link to material the publication of which is forbidden under the provisions of the law;
  • any information or material that could harm any business or dealer whatsoever;
  • 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 User's state of jurisdiction;
  • any material that could deceive consumers;
  • any content of an advertising or commercial nature;
  • 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;
  • 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.

To the extent that the User rates and/or reviews other sites and/or content that appear and/or are published, the User undertakes 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.

The User hereby gives Heyoya his specific approval to publish any material that the User posts through Heyoya Platform, with or without announcing his name (at Heyoya’ 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 User posts to 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.

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 User will have no claim and/or demand in respect thereof.

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

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

Heyoya encourages User to refer carefully and critically to content that is published on the Internet, including to content that is published from 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.

The User undertakes 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 License Terms, and/or of any other right belonging to any third party whatsoever.

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

PUBLISHERS, ADS

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 in third party's sites ("Publisher/s").

User 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.

Any Publisher of Ads 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.

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 USD10.
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 User Terms by the Publisher or by any other User for any applicable pay period.

Heyoya reserve the right to withhold payment due to any of the foregoing or any breach of the 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.

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

By contact Heyoya, 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.

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.

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)

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.

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.

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:

  • infringes any copyright, trade secret, or other intellectual property right of any third party;
  • contains any libelous, defamatory, or obscene material, or otherwise violates any laws or regulations.
  • 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;
  • use any trademark, trade name, or corporate name of any third party without obtaining such third party prior written consent such use.
  • 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.

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

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.

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 those Terms by the Publisher. Publisher will have no demands and/or claims towards Heyoya with regards to such termination for whatever reason.

LIABILITY AND INDEMNIFICATION

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 a User and/or acquire this information. All Users accept full responsibility and risk arising from the use of Heyoya Platform.

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 User’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.

Heyoya gives no undertakings to Users 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.

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.

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

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

The User 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 License Terms.

Heyoya shall not, under any circumstances, be liable to the User 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.

By using of Heyoya Platform, each of the User and the Site (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.

Each of User and Site 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

From time to time, use of Heyoya Platform (or any part thereof) might be, at Heyoya's discretion, subject to registration. In such cases, User 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.

Some of the Heyoya's services that require registration involve payment of a subscription charge.

Instructions relating to payment of the subscription charge will also be found in the online agreement accompanying the services, which User will be asked to confirm.

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

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

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.

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.

It is clarified that Heyoya may transfer, at its sole and absolute discretion, part of the information retained by it, especially the User’s email address, to third parties for the purpose of marketing and advertising, but that such Information will not include details of the User’s payment methods and/or credit cards, to the extent that they have been provided.

Heyoya will have no liability towards the User 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 the Platform, the User confirms that he does 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.

There is no legal requirement to provide the information, but without providing it, User will not be able to use Heyoya Platform for which User have registered. User will not make use of your details, other than in accordance with the privacy policy for Heyoya sites, which is to be found on this page and which constitutes an integral part of these User Terms.

When registering for Heyoya Platform, User will be asked to select a User Name and password which will identify User whenever User accesses Heyoya Platform. Heyoya may determine from time to time, additional or alternative methods of identification.

User shall keep the User Name and password secret in order to prevent them being misused. User may be requested to change the password as frequently as possible and in any event, not less than once every six months.

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

  • if the User have provided erroneous details when registering for Heyoya Platform;
  • if the User 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;
  • if the User 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;
  • if the User breach the Terms of this agreement or of any other service in the context of Heyoya Platform;
  • if the User do not make use of Heyoya Platform for a continuous period that exceeds four months, even after User been provided with an email notification to that effect;
  • if the User perform any action that prevents others from participating in Heyoya Platform or from continuing to enjoy Heyoya Platform in any way at all;
  • if the User have provided the User Name and password that were allocated to User when registering, for use by a third party;
  • if the credit card in your possession is stopped or its use is restricted in any manner whatsoever (if Heyoya Platform is to be paid for);
  • if the User has a financial obligation to Heyoya or to any corporation controlled by it, and User does not settle the obligation even after the normal date for settlement has passed.

REGISTRATION REQUIREMENTS

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

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

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

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

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

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

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.

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

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.

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

LAW AND VENUE FOR JURISDICTION

The laws of England and Wales will apply exclusively to these License Terms.

TO BE IN CONTACT

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

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

Last update: 16/5/2016