By accessing and using the website www.shopper.bot (the “Site”), you accept these Terms of Service (the “Terms”), and you acknowledge that you (“You”) have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with VSpirits Technologies Ltd. (“VSpirits”, “us”, “we” or “our”) . If you do not agree to be bound by these Terms please do not access or use the Site.
1. Accept terms. The Site is intended for personal use only. The Site is only intended for individuals aged eighteen (18) or older. If you are under 18, please do not visit or use the Site. Your access to the Site is conditioned upon your acceptance and ongoing compliance with these Terms.
2. Restrictions. You shall not: (i) copy, distribute or modify any part of the Site without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Site; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site.
3. User Submissions.
Responsibility. The Site may permit the publishing of certain data, information or content by you and other users (“User Submissions”). You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all User Submissions posted on the Site at any time and for any reason.
Ownership. You represent and warrant that you own or have the necessary rights and permissions to use, and authorize us to use, all Intellectual Property Rights in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. “Intellectual Property Rights” means any and all rights, title and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.
License to User Submissions. By submitting the User Submissions to us, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and VSpirits’ business, including without limitation for publishing and redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.
Exposure to User Submissions. You understand and acknowledge that when accessing and using the Site: (i) you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, or otherwise objectionable. You hereby waive any legal or equitable rights or remedies you may have against us with respect to User Submissions.
User Feedback. It is anticipated that you, as a Site visitor, may provide reviews, comments or other feedback to the Site (“Feedback”). Feedback shall be deemed the sole property of VSpirits. Without derogating from the above, VSpirits will be free to adopt such Feedback for any of its products, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees ﬁt, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish or otherwise make available on the Site, to the extent permitted by law.
4. Intellectual Property Rights.
Content and Marks. The (i) content on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, interactive features, and services (collectively, the "Materials") including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Materials; (ii) and User Submissions, as defined below (together with the Materials, the "Content"); and (iii) the trademarks, service marks and logos contained therein ("Marks"), are owned, controlled or licensed by or to VSpirits and are protected by applicable copyright or other intellectual property laws and treaties. The Site, the Site logo, and other marks are Marks of VSpirits or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Content.
Use of Content. Content on the Site is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, reverse engineered, or otherwise exploited for any other purposes whatsoever (including, without limitation, to create derivative works) without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
6. Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.
7. Third-Party Sources and Content. The Site enables you to view, access, link to, and use content from Third Party Sources (defined below) that are not owned or controlled by us ('Third Party Content'). The Site may also enable you to communicate and interact with Third Party Sources.'Third Party Source(s)' means: (i) third party websites and services; and (ii) our partners and customers.
We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights (defined below) of, or relating to, any Third Party Content.
By using the Site you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or objectionable. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk.
You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against VSpirits, and release VSpirits from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source. If you have any queries or complaints regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.
8. Information Description. VSpirits does not warrant that the Content available on the Site is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
We permit you to link to the Site provided that: (i) you link to but do not replicate any page on the Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with us or present any false information about us and shall not imply in any way that we are endorsing any services or products unless we have given you our express prior consent; (iv) you shall not link from a website that contains content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (v) you, and your website, comply with these Terms and applicable law.
11. Warranty Disclaimers. This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent, certain exclusions set forth herein may not apply.
THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.
VSPIRITS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. VSPIRITS DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT VSPIRITS WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
VSPIRITS DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN A USER SUBMISSION, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT.
YOU SPECIFICALLY ACKNOWLEDGE THAT VSPIRITS SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY SITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
YOUR RELIANCE ON, OR USE OF, ANY SITE CONTENT (INCLUDING WITHOUT LIMITATION, ANY USER SUBMISSIONS), OR INTERACTION WITH ANY THIRD PARTY FEATURED ON THE SITE, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY THIRD PARTY AS A RESULT OF, OR ARISING FROM YOUR USE OF THE SITE, YOU AGREE THAT VSPIRITS IS NOT AND SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH DISPUTE.
WE ENDEAVOR TO OFFER YOU VALUABLE INFORMATION ABOUT THE PRODUCTS AND SERVICES THAT ARE FEATURED / REVIEWED ON THE SITE.
HOWEVER, IN ORDER TO PROVIDE YOU WITH THIS INFORMATION AT NO COST, WE MUST SEEK REVENUE OPPORTUNITIES THROUGH OTHER MEANS. BY WAY OF EXAMPLE, WE MAY CHARGE A PLACEMENT FEE TO THOSE THIRD PARTIES THAT ARE FEATURED ON OUR SITE, AND WE MAY RECEIVE FEES EACH TIME A USER CLICKS THROUGH TO ONE OR MORE SUCH PARTIES AND/OR ACTUALLY PURCHASES PRODUCTS/SERVICES THAT ARE OFFERED BY ANY OF THEM. IN ALL CASES, HOWEVER, THE REVENUES THAT ARE PAID TO VSPIRITS WILL NOT INFLUENCE THE MATERIAL WE PRESENT ABOUT A SPECIFIC THIRD PARTY FEATURED ON OUR SITE.
THE SITE DOES NOT NECESSARILY INCLUDE ALL THE RELEVANT SERVICE PROVIDERS OR ALL TYPES OF PRODUCTS AVAILABLE IN THE MARKETPLACE. WE DO NOT GUARANTEE THAT THE SITE DISPLAYS THE BEST POSSIBLE PRODUCTS, SERVICES, RATES AND TERMS AVAILABLE IN THE MARKET.
12. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
IN NO EVENT WILL VSPIRITS, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS FOR: (A) ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VSPIRITS, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY OR EXCEED THE TOTAL AMOUNT OF U.S. $1,000.
THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY: (A) EVEN IF VSPIRITS, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (B) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.
13. Indemnity. You agree to defend, indemnify and hold harmless VSpirits and our affiliates, and our respective officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Site; (ii) your User Submissions; (iii) your interaction with any Site user; or (iv) your violation of these Terms.
14. Term and Termination. These Terms are effective until terminated by us or you. We, in our sole discretion, have the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). We shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. This Section 14 and Sections 3 (User Submissions), 4 (Intellectual Property Rights), 5 (Privacy), 9 (Disclosure), 11 (Warranty Disclaimers), 12 (Limitation of Liability), 13 (Indemnity), 18 (Governing Law and Disputes) and 19 (General), as well as any other provision which is intended to survive termination of the Terms to the Site, shall survive termination of these Terms.
15. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by VSpirits without restriction.
16. Customer Reference. You acknowledge and accept that VSpirits has the right to use your name and logo and the name and logo of your Organization to identify you as a customer of VSpirits or user of the Site, on the Site, marketing materials or otherwise by announcements on social media or otherwise.
17. Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Site thereafter means that you accept those changes.
18. Governing Law and Disputes. These Terms and any disputes between you and VSpirits shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules.
The exclusive jurisdiction and venue for all disputes between you and VSpirits shall be the courts located in Tel Aviv-Yaffo, and each party hereby irrevocably consents to the jurisdiction of such courts. Notwithstanding the foregoing, VSpirits reserves the right to seek injunctive relief in any court in any jurisdiction.
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