TERMS AND CONDITIONS / BUZZSPICE
Last updated: February 21, 2013
Buzzspice Ltd. (“we” or “us”) offers an application (the “Application”) which provides additional functionality, social media management and automatic updates to fan pages on www.Facebook.com and to accounts on www.Twitter.com ( “Fan Pages”) in order to improve their engagement with their fans and followers and user communication. These Terms and Conditions (“Terms”) govern your download and use of the Application and associated tools and features (the “Services”). “You” means any individual or entity that uses or downloads the Application or Services.
Please read these Terms carefully. You must accept these Terms prior to using or downloading the Application, opening an account with us or using the Services. By clicking “ALLOW” or downloading or using the Application or any Services, you signify your assent to these Terms. If you do not accept these Terms, do not click “ALLOW” and do not download or use the Application or any Services.
Prior to and as a condition to accepting these Terms you must accept and comply with Facebook’s Statement of Rights and Responsibilities, Data Use Policy and Community Standards located at www.facebook.com and Twitter’s Terms of Service located at www.twitter.com (collectively, the “Policies”), as applicable. Any use of the Services or the Application shall at all times comply with the applicable Policies. If you do not accept the Policies, do not accept these Terms and do not download or use the Application or any Services.
- License. Subject to the terms and conditions hereof, we grant you a non-exclusive, non-transferable license to use the Application and any upgrades, modified versions or updates of the Application which may be provided to you. We may provide you with a free version of the Application and provide additional free functionality in the future, yet we reserve the right to make available additional premium functionality and content subject to added charges, which we will detail to you in a separate communication. We may change what constitutes premium content from time to time, in our sole discretion. In addition, we may begin charging for the Application or the Services (or any portion thereof) by providing you with 30 days advance notice. We make no warranties regarding the Application or the availability thereof, and we may choose to modify the Application (including uploading new versions, changing functionality or modifying the look and feel of the Application) or cease provision thereof at any time, in our sole discretion.
- Customization; Services. We may provide you with the tools to customize certain aspects of your Fan Page in accordance with your needs, including by inserting labeling, trademarks and third party applications (“Content”), all as permitted by us. As part of the Services, we may use, upload to the Fan Page and otherwise make available to your viewers certain of the Content, including, without limitation, information, video clips, photographs, hyperlinks, text and other materials. You may, at your discretion, delete and remove from the Fan Page any of your Content and other content uploaded by the Application to your Fan Page. We do not take any action to save or store any data deleted or removed by you and we shall not be liable to any loss of content of any kind upon such deletion or removal.
- Representations and Warranties. You represent that your Content and any Fan Page does not (a) infringe any third party intellectual property or moral rights, including without limitation any rights regarding patents, copyrights, trademarks, databases or trade secrets; (b) contain any defamatory, libelous, racist, obscene or otherwise offensive content; (c) violate any law, regulation or rule; or (d) contain or transmit any virus, worm, adware, spyware or otherwise malicious software. In addition, you represent and warrant that the use of the Application with respect to your Fan Page will not breach any other contracts or agreements you may have with other parties.
- Account. To use the Application, you must create an account with us, which may require you to provide certain requested details. We shall take reasonable measures to safeguard such information. We reserve the right to refuse to allow you to open an account for any reason, or to limit the number of accounts you can establish. All information you provide in creating an account must be truthful and accurate. You are responsible for maintaining the security of your account login information. We encourage you to use a strong password for your account and we will not be responsible for any loss or damages resulting from your failure to comply with this obligation. We may, for any reason in our sole discretion, terminate or suspend your account or the access to your Content. Grounds for such termination may include (i) extended periods of inactivity; (ii) violation of the letter or spirit of these Terms; (iii) fraudulent or illegal behavior; or (iv) behavior that is harmful to other users, third parties, or our business interests. By creating an account, you represent and warrant that you have all rights to access, use and update such Fan Page, including without limitation all rights necessary to grant us permission to analyze the traffic on your Fan Page and update, post content to and modify such Fan Page in accordance with our algorithms.
- Intellectual Property. You have no ownership rights (including copyright, trade-mark, patent, trade secret and all other intellectual property rights) in the Application or Services. Ownership of the Application, its documentation and all intellectual property rights therein and thereto shall remain at all times with us or our licensors. All rights not expressly granted to you herein are reserved by us. Subject to the foregoing, we claim no intellectual property rights over your Content or your Fan Page. However, when you provide us with any Content, you grant us a worldwide, non-exclusive, royalty-free license (with a right to sublicense) to use, copy, process, modify, publish, transmit and display such Content through any media as necessary to provide the Services hereunder.
- Restrictions. You shall maintain all copyright and other proprietary notices contained in the Application or Services, including all commercial logos. Except as set forth expressly herein or as expressly permitted via our customization functionality, you shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of the Application or Services; (b) circumvent, disable, or otherwise interfere with security-related features of the Application or Services; (c) modify the Application or Services, or insert any code or product, or in any other way manipulate the Application or Services; or (d) modify, reproduce, sell, lease, rent, create derivative works from, publish by hard copy or electronic means, disseminate, retransmit, circulate to any third party or on any third-party web site, or otherwise use the Application or Services except as expressly permitted by these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform us in writing in each instance prior to engaging in the activities set forth above.
- Confidentiality. As a result of our relationship, either party (the “Disclosing Party”) may disclose confidential or proprietary business or technological information (“Confidential Information”) to the other party (the “Receiving Party”). Our Confidential Information includes, without limitation, any information regarding our algorithms or software methodologies, or operation benchmarks regarding our Application. The Receiving Party shall keep the Confidential Information of the Disclosing Party confidential, and not disclose or use such information except for the purposes of the relationship of the parties set forth herein. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to the Confidential Information, as shown by documentary evidence (ii) disclosed in generally available published materials, (iii) generally known to the public, (iv) lawfully obtained from any third party without restrictions, or (v) required to be disclosed by law, provided that the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement and reasonably cooperate to mitigate or eliminate such requirement.
- Indemnification. You will defend and indemnify us (and our affiliates, employees, directors, partners, shareholders and agents) from and against any and all third party allegations asserted in any claim, action, lawsuit, investigation or proceeding, whether actual or alleged, arising out of or related in any way to (i) a breach by you of these Terms; (ii) a claim that any Content or your Fan Page infringes third party intellectual property, moral, privacy or publicity rights, or (iii) your use of the Application in violation of any law, regulation or court order or Policies.
- Disclaimer of warranties. The application, services and any documentation are provided “as-is and “as available”, with all faults and without warranties, representations or conditions of any kind. We expressly disclaim any warranties and without limitation, express or implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. We do not represent that use of the applications or services will actually improve any traffic or conversions on your fan page. We are not a data storage service and you should not rely on us for secure storage of your data.
- Limitation of Liability. In no event shall we be liable to you or any other person or entity for indirect, special, incidental or consequential damages (including, but not limited to, business interruption, loss of profits, loss of use, loss of data or loss of use damages), including arising out of the supply, sale or use of the Application and any posting made on your behalf by us, on your fan page, even if we have been advised of the possibility of such damages or losses. We shall not be liable to you or any other person in excess of amounts we have actually received from you in respect of your use of the Application in the 12 month period preceding any claim. As such, if you have not made any payments to us for the use of the Application or Services, we shall have no liability to you in respect thereof.
- Termination. Either party may terminate these Terms at any time upon 24 hours notice. Upon termination, you must immediately cease all use of the Application, Services and their documentation and we will delete all of your Content from our servers. We will not have any ability to recover such Content. Sections 3 (Representations and Warranties), 5 (Privacy), 6 (Intellectual Property), 7 (Restrictions), 8 (Confidentiality), 9 (Indemnification), 10 (Disclaimer of Warranties), 11 (Limitation of Liability) and 12 (Termination) shall survive any termination or expiration of these Terms for any reason.
- Updates. We may update these Terms at any time, and any update to these Terms will be posted online at www.buzzspice.com and shall be effective immediately as of such posting, including with regard to any version of the Application that you are using prior to any modification. We will make reasonable commercial efforts to inform you of any changes to these Terms, but any changes or modifications hereto shall remain in effect notwithstanding our failure to do so. It is your responsibility to check the Terms for any updates.
- Publicity. We shall have the right to include a reference to you, your logo and your Fan Page on our website, marketing literature, labeling and in our promotional materials, and may issue press releases regarding your use of the Application. You may not include any references to us or our logo, or issue any press releases regarding the use of the Application, without our express prior written approval. Either party may re-publish information contained in a previously approved press release, including on a party’s website and in marketing materials.
- Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition. We may assign our rights or obligations pursuant to these Terms. You agree not to assign any rights under these Terms; any attempted assignment shall be null and void. If any part of these Terms shall be deemed invalid or unenforceable, such term shall be interpreted to give maximum effect to its provisions, and any such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of Israel, and the competent courts in Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. We shall have no responsibility for incidents beyond our reasonable control, including without limitation the failure of our third party suppliers to provide adequate servers (including the theft or loss of data stored on them) or internet access, or for damages caused by war, riots, terrorism, flooding or other acts of God.