Terms of Use

 

 

Customer Terms of Service

Last Updated: March 8, 2012

Introduction

We, Folloyu Software Solutions Ltd. (“Folloyu”, “Us”, “Our”, or “We”), are pleased that You  have chosen to obtain a license to embed Our Application into Your Site (as all capitalized terms are defined below) from Us. We offer an application which allows the end users of Your internet websites (the "Users") to transfer applications and content between certain devices, including to certain mobile devices (the “Application”), as well a certain widget which may be embedded into the Site through use of the APIs (as defined below) (the "Folloyu Widget"), which will enable You to insert certain advertising and other content provided by You into the Folloyu Widget, for the purpose of displaying such content to Users, including any logos, trade names, trademarks and/or other content of the Host (the "Widget Content"). These Customer Terms of Service, including the Users Terms of Use and Privacy Policy which are incorporated herein by reference (collectively, the “Terms”) govern Your access and use of the Application. “You”, or “Host” means any websites owner or other individual or entity that embeds the Application into its internet website (the "Site"), including through use of code provided by Us (the “API”), pursuant to the License (as defined below), and enables the Users to use the Application on such Site in order to transfer information from the Site (or any application or functionality thereof) from one a certain device, including certain mobile devices (the "Device") to another. (Folloyu and the Host may severally be referred to hereinafter as a "Party" and collectively as "Parties")

Please read these Terms carefully. These Terms govern Your use of the API and the enabling of Users use of the Application via the Site by You. You must accept these Terms prior to downloading the API or enabling Users to use the Application via the Site.  By clicking “I ACCEPT” or in any other way downloading the API or enabling Users use of the Application via the Site, You signify Your assent to these Terms. Changes may be made to these Terms from time to time. If You do not accept these Terms, do not click “I ACCEPT” and do not download the API. We will make reasonable commercial efforts to notify You of any updates to these Terms. Notwithstanding the foregoing, Your continued use of the API or enabling of Users use of the Application via the Site shall be deemed as acceptance to the amended or updated Terms.  Hence, we urge You to check frequently to see if we have updated these Terms. The most current version of the Terms is available at http://folloyu.com/terms.html.If You do not agree to any of these Terms, please do not use the API or make enable the use of the Application by Users via the Site. If You revoke your consent at any time after registering as a Customer, You must immediately remove and delete any link to the Application, API and/or Folloyu Widget which appears on Your Site.

Your Account

In order to be granted with a License You must be properly registered as Our customer (a "Customer"), by filling out an application form, available at http://folloyu.com/get-code/, and, upon receipt of Our confirmation, obtain a unique username and password, and choose the package You wish to use (the "Account"). You must provide Us with accurate, updated and complete information during the creation of an Account, such as contact details; full name; e-mail addresses; Sites domain address; and payment details. We have no responsibility, cannot and would not confirm Your purported identity. Notwithstanding, We shall have the right, but not the obligation, to use certain techniques to verify the accuracy of the information provided during the creation of an Account. We shall have the right, upon its sole discretion, to reject any registration request or to suspend or terminate an Account of any Customer.

You are solely and fully responsible for maintaining the confidentiality of Your Accounts username and password and for all activities occur through the use of Your Account. You must notify Us immediately of any suspected unauthorized use of Your Account or any other breach of your Accounts security. We shall not be liable for any loss or damage arising from any unauthorized use of Your Account or any other breach of security. You are solely liable for the losses of Folloyu, its affiliates and/or any third party connected to it, due to any such use.

Each Account shall be used solely by a single person, and having a single Account shared by multiple persons shall not be permitted. Each Account shall be operated and activated by a natural person. Activating an Account by automated procedures, including "spiders", "bots", "robots" and/or any other automated methods is not permitted and may result in the immediate elimination and/or suspension of the Account.

You may elect to change Your account from free account to paying account, or vice versa, or change Your payment method, according to Folloyus offered plans, by electronic means through www.folloyu.com website. The amended amounts payable to Us and/or the amended payment methods shall apply in accordance with the payment provisions specified in the notice of change and these Terms shall continue to govern Your account after such change. We reserve the right to change from time to time the prices rendered for our Licenses and/or services. Notice of such changes shall be sent to You stating the new prices applicable to the services rendered to You. Unless You notify Folloyu, immediately upon receipt of the above notice, You will be charged thereon with the new prices so published, without the right to reclaim thereafter any repayments, unless You have paid for an agreed upon period in advance, which in such case the new prices will apply upon termination of such period. The amended amounts payable to Us and/or the amended payment methods shall apply in accordance with the payment provisions specified in the notice of change and these Terms of Use shall continue to govern Your account after such change. We reserve the right to change from time to time the prices rendered for our Licenses and/or services. Notice of such changes shall be sent to You stating the new prices applicable to the services rendered to You. Unless You notify Folloyu, immediately upon receipt of the above notice, You will be charged thereon with the new prices so published, without the right to reclaim thereafter any repayments, unless You have paid for an agreed upon period in advance, which in such case the new prices will apply upon termination of such period .

We may suspend and/or eliminate an Account, inter alia, due to a limited scope of activity and/or use of the Account. Following such suspension or elimination of an Account, We shall have no obligation to keep the details, content, username, and/or any other information included in the Account. If You would like to close your Account and discontinue to act as a Customer, please send an email to the following address [email protected].

License

Upon registration as a Customer, and subject to the terms and conditions hereof, Folloyu shall grant You with a limited, personal, revocable, non-exclusive, non-transferable, non-sublicenseable, royalty bearing license, solely to use the API and enabling Users to use the Application via the Site, and to embed the Application into Your Site solely for enabling Users to use the Application for transferring data from one Device to another (the "License").  

Restrictions

All Customers must be 18 years of age or older. If any Host is under 18 years of age, she/he is not permitted to act as a Customer. Host shall maintain all copyright and other proprietary notices contained in the Folloyu Widget. Host shall maintain the Companys good name and goodwill at all times. Host undertakes not to present Folloyu in a manner that would be considered as defamatory, distasteful, or misrepresent Folloyu in any way.

Except as set forth expressly herein, Host shall not, and shall not permit any third party, to: (a) reverse engineer, decompile, disassemble or attempt to find the underlying code of, any portion of the Application, the API, or the Folloyu Widget in any way; (b) modify, adapt, or translate the Application, API or Folloyu Widget, or insert any code or product, or in any other way manipulate the Application, API or Folloyu Widget; (c) copy, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Application, API or Folloyu Widget; or (d) interfere with or violate any Users right to privacy or other rights, or harvest or collect personally identifiable information about Users of the Application without their express consent, including by using any robot, spider, crawler, site search or retrieval application, or other manual or automatic device or process to retrieve, index and/or data-mine. Folloyu reserves the right to make modifications to Folloyu Widget at any time without prior notice to Host.

Widget Content.

As mentioned above, We may grant You with the ability to insert Widget Content into the Folloyu Widget for display to Users. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Widget Content, as well as all the consequences of postings and publishing such material. You represent and warrant that no Widget Content infringes the intellectual property rights or moral rights or any third party, and/or any third partys privacy rights. You represent and warrant that You have (and will continue to have during Your use of the Service) all necessary licenses, rights, consents, and permissions which are required to use and to enable Us to use the Widget Content for the purposes of these Terms. We reserve the right, at Our sole discretion, to remove, delete, modify and/or alter any Widget Content, for any purpose, including in the event that We suspect, at Our sole discretion, that such Widget Content violates these Terms at any time, without prior notice, or require You to do so. We do not claim ownership of any Widget Content. However, You hereby grant Us with an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license of all rights to use, edit, modify, include, incorporate, adapt, record, reproduce, distribute, prepare derivative works of, display, make available to the public and perform to the public the Widget Content, in whole or in part, for the purposes of these Terms.

Intellectual Property

The Application, API and Folloyu Widget (and underlying software), including without limitation, any and all patents, trademark, trade dress, copyrights, proprietary algorithms and methods, inventions, patents and patent applications, copyrightable material, graphics, text, sounds, music, designs, specifications, data, technical data, videos, interactive features, software (source and/or object code), files, interface, GUI and trade secrets pertaining thereto, are solely owned or licensed to Folloyu and subject to copyright and other applicable intellectual property rights under Israeli laws, United States laws, foreign laws and international conventions ("Folloyus IP").

Except as explicitly provided herein, You are not granted, expressly or by implication, estoppel or otherwise, with any license or right to use any of the Folloyus IP.

Title to and ownership of and all proprietary rights in or related to (a) the Site; (b) Widget Content; and (c) all the trade names, trademarks, and logos of Host, provided that all of the aforementioned do not contain any Folloyus IP,  shall at all times remain with Host and its licensors (collectively, “Host IP”).

Indentifying Yourself as Our Client

You may not present Yourself in any manner as associated with Us, and/or imply any relationship between You and Us which is not explicitly defined under these Terms, including, but not limited to, imply that we support, sponsor, endorse or contribute to Your Site and/or any of the services which are provided thereunder.

Privacy Policy

We respect our end users privacy and are committed to protect the information they have shared with Us. Therefore, under no circumstances whatsoever will We share and/or transfer any of Our end users personal identifiable information with You or with any of Your affiliates.

 

Confidentiality.

Host acknowledges that Folloyu may disclose to it certain confidential information belonging to and relating to Folloyu, the Application, API or Widget pursuant to these Terms. Host agrees to keep in strict confidentiality, during the terms of these Terms and at any time thereafter, and not disclose or use except in performance of Host’s obligations under these Terms, any and all information disclosed by Folloyu to it, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or provided under circumstances reasonably indicating that the information is confidential or proprietary, including, without limitation, trade secrets, customer lists, business plans, technical data, product ideas, personnel, contract and financial information, and the terms of these Terms ("Confidential Information”). Confidential Information shall not include information that is: (i) already lawfully known to or independently developed by Host without access to or use of Folloyu Confidential Information, as can be proven by written records; (ii) received by Host from any third party without restrictions, as can be proven by written records; (iii) publicly and generally available, free of confidentiality restrictions, as can be proven by written records; and/or (iv) required to be disclosed by law, provided that Host provides prompt notice of such requirement. Host shall restrict disclosure of Confidential Information to its employees and officers who reasonably need to know such information and which are bound by confidentiality obligations no less restrictive than those set out herein. Host agrees to treat any communications and reports prepared with respect to the Application, API or Folloyu Widget as Confidential Information and will not divulge the existence or content of such communications or reports to any third party without Folloyu’s prior written consent.

Host Warranties and Representations

Host represents and warrants that:

-            it has (and will obtain, where necessary) all licenses, rights, permits, approvals, consents and/or other authorizations necessary or required in order to enter into the Agreement, and in order to enable Users to use the Application via the Site;

-            it shall safeguard the Users use of the Application via its Site and will supervise and be completely responsible for any use of the Application via its Site;

-            the Site and any Widget Content: (a) does not contain material that is obscene, defamatory, libelous, racially or ethnically insensitive, harassing, threatening or otherwise offensive; (b) does not contain pornography or material that may be harmful to a minor; (c) does not contain material that violates or infringes the intellectual property, moral or contractual rights of any third party; (d) does not contain any virus, worm, Trojan horse, or other harmful or disruptive component; and (e) complies with all applicable law, regulations and rules;

-            it shall not violate any other agreement to which it is bound to or any law, rule, regulation, order or any other judgment to which it may be subject to under this Agreement; and  

-            it shall not use the Application, the API and/or the Folloyu Widget for any purpose other than for the purposes provided under this Agreement.

Host Indemnification

Host shall defend, indemnify and hold harmless Folloyu and its employees, officers, directors, shareholders, members and affiliates from and against any and all suits, claims, demands, proceedings, assertions, damages, losses, costs, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) arising from or relating to: (i) a claim that the Site or Widget Content infringe or violate any third party rights, including, without limitation, intellectual property rights or privacy rights; (ii) a claim that the Site or Widget Content contains worms, viruses or other malicious code; (iii) any alleged breach or contravention of any applicable law concerning relating to Host’s promotion, sale or other activities related to the Application, API or Folloyu Widget; or (iv) any other breach of this Agreement, including the representations and warranties set forth under this section.

DISCLAIMER

     THE USE OF THE APPLICATION, API AND THE FOLLOYU WIDGET IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL FOLLOYU BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF DATA IN CONNECTION WITH OR ARISING OUT OF THE AGREEMENT OR ITS TERMINATION AND/OR THE USE OF THE APPLICATION, API AND/OR FOLLOYU WIDGET, NOR THE TRANSFER OF SITE (OR ANY PART THEREOF, OR ANY APPLICATION OR FUNCTIONALITY THEREIN) TO ANY DEVICE, OR FOR ANY INACCURACIES OR ERRORS IN ANY TRANSFERRED SITE, APPLICATION OR FUNCTIONALITY, REGARDLESS OF WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT, OR NEGLIGENCE, EVEN IF FOLLOYU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR WILLFUL BREACHES, FOLLOYU’S CUMULATIVE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED 50% OF THE AMOUNT OF THE LICENSE FEES ACTUALLY PAID TO FOLLOYU BY CUSTOMER, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE GROSS NEGLIGENCE OF FOLLOYU TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES.

     HOST ACKNOWLEDGES THAT CERTAIN ASPECTS OF ANY SITE MAY NOT BE AMENABLE TO TRANSFER THROUGH THE APPLICATION, THAT TRANSFERS MAY NOT BE AVAILABLE TO CERTAIN DEVICES, THAT CERTAIN ASPECTS OF THE SITE MAY APPEAR AS NOT UPDATED, NOT CORRECT, DEFORMED, HARMED, INCOMPLETE AND/OR MISSING ON THE OTHER DEVICE, AND THAT FOLLOYU SHALL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY SET FORTH HEREIN, HOST ACCEPTS THE APPLICATION, API AND FOLLOYU WIDGET “AS IS” AND ACKNOWLEDGES THAT FOLLOYU MAKES NO WARRANTY OF ANY KIND REGARDING THE APPLICATION, API AND FOLLOYU WIDGET.  BECAUSE THE APPLICATION IS SUBJECT TO CHANGE, FOLLOYU RESERVES THE RIGHT TO ALTER THE APPLICATION, API OR FOLLOYU WIDGET AT ANY TIME, AND ANY RELIANCE ON THE APPLICATION, API OR FOLLOYU WIDGET, OR THEIR QUALITY OR PERFORMANCE IS AT HOST’S OWN RISK. 

Promotion and Publicity

Host shall make the Folloyu Widget prominently available to all Users of the Site. Host shall diligently promote and market the Application to existing and prospective customers. All promotion, advertising and distribution of the Folloyu Widget and Folloyu Client shall be consistent with Folloyu’s policies and reputation, available at www.folloyu.com/policy. Both Parties may agree in writing to include a reference to the other Party and its logo on its website, marketing and promotional materials (in any medium) subject to the compliance by each Party with the applicable trademark guidelines of the other Party. The Parties may issue a joint press release in a form mutually agreeable to the Parties announcing the formation of the relationship between the Parties. The text of such press release and announcements, and any future announcement or publication concerning the existence or terms of this agreement, shall be mutually agreed to by the Parties prior to publication, except that either Party may re-publish information contained in a previously approved press release, including on a Party’s website and in marketing materials.

Term

The term of these Terms shall commence on the date that Host has been registered as a Customer and will end upon the termination by either Party, for any cause.  

Either party may terminate these Terms without cause at its own discretion by providing the other Party with thirty (30) days advance written notice. In addition, Folloyu may terminate these Terms immediately if it deems that Host is in a material breach of these Terms and/or of its representations and warranties under these Terms, and has not cured such breach within seven (7) days of written notice specifying the breach. It shall be deemed a material breach if Host violates the terms of the License, does not pay the License fees, in whole or in part, and/or violates any third partys rights, including, but not limited to, intellectual property rights and privacy rights.

Upon termination of these Terms for any reason, (a) Host shall immediately cease the use of the rights licensed hereunder, and shall immediately remove the API and Folloyu Widget from the Site; (b) Host shall make payment to Folloyu of all amounts due hereunder as of the date of termination; and (c) Host shall cease the use of all Folloyu IP and shall promptly return to Folloyu all copies of the Confidential Information or destroy same, at Folloyus discretion.

Notwithstanding the aforementioned, the provisions of the paragraphs entitled  "Restrictions"; "Intellectual Property"; "Confidentiality"; "Warranties"; "Indemnification"; "Disclaimer";‎Limitation of Liability"; any accrued and unpaid payments, as well as this paragraph, shall survive the termination of these Terms for any reason.

General

These Terms does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. You are an independent contractor when acting as a Customer.

Any claim relating to these Terms will be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles. Any dispute arising out of or related to Your use of the Application, API and/or Folloyu Widget will be brought in, and You hereby consent to exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv-Jaffa District, Israel. You agree to waive all defenses of lack of personal jurisdiction and forum non-conveniens and agree that process may be served in a manner authorized by applicable law or court rule.

Host may not assign these Terms without the prior written consent of Folloyu, except if such assignment is to an affiliate, parent or wholly-owned subsidiary of such assigning party or in connection with a change in control (including by means of merger, acquisition or purchase of all or substantially all of the assets of the assigning party), provided that such change in control does not adversely affect the rights of Folloyu under these Terms. Folloyu may assign these Terms at its sole discretion, for any reason and without prior notice.

If any provision of these Terms of Service is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Service and will not affect the validity and enforceability of any remaining provisions.

No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

These Terms constitutes the entire terms and conditions between Us and You relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between Us and You.

For information or questions contact[email protected]