Last Revised: April 7, 2014
Welcome to the Easy Social Shop application (the “Application”), owned and operated by Shopial Ltd. and/or its affiliates (“Shopial” or “We“). The Application is a Facebook application which allows businesses to easily and quickly integrate products and services offered for sale in their existing accounts with online marketplaces such as eBay and Amazon accounts (“Online Marketplace Account(s)“) into their Facebook fan page (“Fan Page“), in a manner that will setup a virtual “shop window”, presenting products and services offered for sale on the applicable Online Marketplace Account on Facebook (“Product(s)“). The Application creates a new button in the Fan Page’s drop-out menu, “Shop”, and once the Application is installed, clicking on this button will lead to a menu of Products, along with their respective price and a short description.
1. Acceptance of the Terms
2. Use of the Application and/or any of the Services
2.1. License. Shopial hereby grants You a limited, non-exclusive, revocable, non-sublicensable and non-transferrable and non-assignable license (the “License“) to use the Application and any of the Services, pursuant to the Terms.
2.2 Nature of the Application. The Application shall function solely as a “shop window” which displays the Offeror’s Products, and under no circumstances shall be considered as an online shop. Once an Offeree (as defined below) clicks on a certain Product, it is being directed outside of the Application, into Your Online Marketplace Account as further detailed in Section 11 to the Terms.
2.3 Shopial is not a Party to any Transaction. PLEASE READ CAREFULLY: You hereby acknowledge and agree that Shopial, the Application, and any of the Services ACT MERELY AS A VENUE and Shopial is NOT, in any case, a retailer. Shopial is not directly or indirectly involved in any potential transaction between You, as an Offeror, and any individual and business entities that operates as an Offeree. Shopial does not impose any rule or restriction in connection with any transaction, and does not act as a consultant or legal advisor regarding any transaction to either the Offeror or the Offeree. No provision of these Terms shall be construed as limiting the ability of both Offeror and Offeree to negotiate lawfully and in good faith, and decide independently what shall be the commercial terms of any transaction between them. Shopial shall not have any liability with regards to the terms set forth in any of the transactions between the Offeror and the Offeree, including, but not limited to, with regards to any recuperation of any and all payments, fees and or other taxes paid by either Offeree and/or Offeror, or any reimbursement of Products sold by an Offeror to an Offeree.
2.4. An individual or a business entity operating as a vendor (“Offeror” or “You“) and the individual or business entities who uses the Offeror’s Application (“Offeree“) shall be exclusively responsible for setting all the commercial and legal terms and conditions which governs each transaction between them, and Shopial shall have no liability of any kind for such transactions (Offeror, Offeree and/or any visitor of the Application or user of any of the Services shall be collectively referred to as a “User“). It is hereby acknowledged and agreed that Shopial has the right under its sole discretion to refuse to provide Services, temporarily or permanently, via the Application to any individual or business entity at anytime, including if it has suspected, at its sole discretion, that a certain Offeror breaches these Terms.
2.5. Risks involved in using the Application and/or any of the Services. There are several risks involved in dealing with underage persons, people acting under false pretense, international trade and foreign nationals. Please use caution, common sense, and practice safe trading when using the Application and/or any of the Services. By accepting these Terms and using the Application and/or any of the Services You agree to accept such risks at Your own risk and/or cost and hereby waive any claim against Shopial with respect thereto.
3. The Services
3.1 Statistic Tool for Measuring Offeree’s Activity .As part of the Services which Shopial may provide, Shopial may provide Offeror, under a certain defined fee or free of charge, as further detailed at the Application Tools Webpage a certain statistic tool for measuring Users’ activity in the Application, which may provide, among others, the following statistic, unidentifiable information about Users who used the Application via Your Fan Page: (i) amount of usages of the Application; time of usages, geographical location of Users; returning visits; (ii) the Products clicks to be redirected to Online Marketplace Accounts (product name, price, references on the applicable Online Marketplace Account); the date/time (timestamp) of the click; and the store where the click occurred. All such information is statistic, unidentifiable information and shall not include any User’s identifiable information. Shopial is not obliged to provide You with such information and does not undertake that such information shall be accurate, up-to-date, complete and/or relevant.
3.2 “Like” Clicks Tool. As part of the Services which Shopial may provide, Shopial may provide Offeror, under a certain defined fee or free of charge, as further detailed at the Application Tools Webpage Shopial may also provide You with certain User’s personal identifiable information, including but not limited to the identity of Users which have clicked on the “Like” button which appears next to a certain Product; such User’s Facebook profile identifier; and any other public information relating to the applicable User. All information provided herein is based on information which derives from Facebook. Shopial does not warrant nor undertakes that such information shall be accurate, up-to-date, complete and/or relevant.
4. Account and Security
4.2. Information Received From Facebook Profile. By allowing Shopial to access Your Facebook Profile the Application, You grant Shopial, and any other party which is using the Application and/or any of the Services, an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to use, reproduce, distribute, prepare derivative works of, display, and make available to the public to any public information derived from Your Facebook Profile, including, but not limited to, any business and commercial data, such as Your business name, logo, trademarks, tradenames, photos, Oferee’s lists, promotional activities, etc. (“Offeror’s Facebook Profile Information“), all in connection with the Application and/or any of the Services as detailed in this Agreement.
4.4. No verification methods. You hereby acknowledge, understand and agree that Shopial has no responsibility, cannot and does not confirm each User’s and/or Offeree’s purported identity. You are free to employ and/or use any third-party escrow or user verification services, subject to the terms and conditions of these Terms.
4.5. Removing the Application. If You are no longer interested in using the Application and/or any of the Services, you may remove the Application from Your Fan Page by using Facebooks’ features. You may contact Shopial support at [email protected] for any assistance in removing the Application and/or any of the Services.
4.6. No liability. Without derogating from Section 13 below, it is hereby acknowledged and agreed that Shopial shall not be liable and shall not bear any additional expense or fee due as a result of (i) any User’s breach of this Terms; (ii) a written agreement an Offeree and an Offeror has been reached, including commercial and legal standards set by the Offeror governing the entire transaction, including without limitation any related services such as shipping, applicable law, custom clearance etc.; or (iii) any loss or damage caused to any third-party, including a Offeror, as a result of an Offeree’s or User’s acts or omissions.
5. Forbidden Activities
5.1. You may not (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Application and/or any of the Services in any way; (ii) create a browser or border frame environment around the Application and/or any of the Services (no frames or inline linking is allowed); (iii) interfere with or disrupt the operation of this Application and/or any of the Services, or the servers or networks that host the Application and/or any of the Services or make this Application and/or any of the Services available, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers and/or networks; (iv) interfere with or violate any other Offeror’s, Offeree’s or Users’ right to privacy or other rights, or harvest or collect data and information about other Offeror, Offeree, or User without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other manual or automatic device or process to retrieve, index and/or data-mine information; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others including Offeror, Offeree or User, or include such unlawful, hateful, obscene, indecent, or otherwise illegal content in the User Generated Content posted, transferred or uploaded by You on or through the Application and/or any of the Services; (vi) impersonate any person or entity, including, but not limited to, any Shopial agent or representative, falsely state or otherwise misrepresent Your affiliation with any person or entity, or express or imply that Shopial endorses You, Your Application, Your business or any statement You make, or present false information about Shopial, the Application and/or any of the Services or any other services or products You linked via the Application and/or any of the Services; (vii) create, transfer or send unwanted or unsolicited commercial E-mail (spam) to other Offerors, Offerees or Users via the Application and/or any of the Services or to any third-party using the Application and/or any of the Services; (viii) transmit, distribute, display or otherwise make available through or in connection with the Application and/or any of the Services any virus, worm, Trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (ix) create a database by systematically downloading and storing all or any of Shopial’s Intellectual Property (as define below), or other Offeror’s, Offeree’s, Users’ Products or User Generated Content from this Application and/or any of the Services; (x) provide false, inaccurate or misleading information during the Account Setup Process or in any of the User Generated Content posted, transferred or uploaded by You on or through the Application; (xi) post, transfer or upload on or through the Application any User Generated Content which infringes any third-party Intellectual Property rights, including trademarks, copyright and patent rights, rights of publicity, moral rights, or other propriety rights, or contain any unlawful material including presence of illegal pornography of any kind; (xii) violate any law, statute, ordinance or regulation, including, but not limited to, those governing import / export control, consumer protection, unfair competition, anti-discrimination or false advertising; or (xiii) use the Application and/or any of the Services for any illegal, unlawful or unauthorized purpose.
5.2. Your failure to comply with the provisions set forth herein may result in the removal of the Application as an Offeror or denial of access to this Application as a User, and may expose You to civil and/or criminal liability.
5.3. Without limiting any other remedies available to it, Shopial may, without prior notice, limit, suspend, or terminate its Services, prohibit access to its Application, and take technical and legal steps to deny Your access, use and/or participation in and to the Application and/or any of the Services, under its sole discretion, including if Shopial thinks that they are problematic, hazardous or unlawful acts that are inconsistent with the letter or spirit of Shopial’s Terms and/or business and/or business model and/or concept, or if Shopial believes that Your actions may cause financial loss or legal liability for You, other Shopial Users, or to Shopial.
6. Representations and Warranties
6.1. As a condition for Your use of this Application and/or any of the Services as a Offeror or as a User, You hereby represent and warrant that (i) You are at least 18 years of age (if individual) and/or possess the legal authority to enter into these Terms, to use the Application and/or any of the Services in accordance with all the Terms herein, and to fully perform Your obligations hereunder; (ii) that You are financially responsible for all of Your use of this Application and/or any of the Services (as well as for use by others, including, without limitation, minors residing with You); (iii) the execution of this Terms does not and will not violate any other agreement to which You are bound or any law, rule, regulation, order or judgment to which You are subject. (iv) You will not infringe any right of any third party, including intellectual property rights, privacy rights and publicity rights; (v) You will not harm any User and will not use the Application and/or present any Products via the Application for any illegal, immoral or unauthorized purposes, including but not limited to offer to sell non-authentic products, illegal drugs, prescription medicines, or Products which are forbidden to be offered to minors such as alcohol beverages and/or tobacco cigarettes; (vi) You have and will have at all time during Your use of the Application, the full and unconditional right to promote, market and sell the Products through the Application, and that no agreement previously entered into by You will interfere with Yours use of the Application and the marketing, promotion and sale of the Products; and (vii) You have all required authorizations and/or approvals, under any applicable law or agreement, from any third party which owns any intellectual property rights in the Products, including without limitation, any copy rights, trademarks, moral rights and rights of publicity.
6.2. Without derogating from Offeree’s obligations under these Terms, You are responsible to provide Offerees with Product warranty as applicable under the law.
Shopial reserves the right to, at anytime, by posting the amended Terms on the Application modify or discontinue, temporarily or permanently, this Application (or any part thereof) and/or any of the Services without notice. Your continued use of this Application after any changes, whether material or not, shall indicate Your acceptance of such changes. Shopial may, under its sole discretion, notify You about a material change in this Terms. You agree that Shopial shall not be liable to You or to any third-party for any modification, suspension, or discontinuance of this Application and/or any of the Services. All new features made available through this Application that were not made available as of the “Last Revised” date above, shall automatically become subject to these terms and conditions.
8. Intellectual Property Rights
All intellectual Property rights in and to the Application and/or any of the Services and the content on the Application, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, copyrightable materials, graphics, text, designs, specifications, methods, procedures, algorithms, data, technical data, interactive features, system scripts, graphics, photos, sounds, music, videos, (source and object code), files, interface, GUI and trade secrets and the like, whether or not registered and the Company Trademarks (as defined below), service marks and logos contained therein (collectively “Intellectual Property“), are solely owned by or licensed to Shopial, and subject to copyright and other Intellectual Property rights under Israel, foreign laws and international conventions. Except as provided herein, You are not granted, either expressly or by implication, estoppel or otherwise, any license or right to use any of the Intellectual Property without the prior express written permission of Shopial.
“SHOPIAL”, Shopial’s logo and all other proprietary identifiers used by Shopial in connection with the Application and/or any of the Services (the “Company Trademarks”), “Easy Social Shop” are all trademarks and/or trade names and/or service marks of Shopial, whether or not registered. All other trademarks, service marks, trade names and logos which appear on the Application belong to their respective owners (the “Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and You agree that no such right, license, or interest shall be asserted by You with respect to the Company Trademarks or the Third Party Marks.
11.2. Links to Shopial Application. Shopial encourages and permits links to content on the Shopial Application. However, You may only link from website which permits such linking and the linking (i) should not suggest that Shopial promotes or endorses any third-party’s causes, ideas, websites, applications, products or services; (ii) should not use Shopial content for inappropriate commercial purposes; (iii) should not include a description of goods or services which are illegal or prohibited under this Terms; and (iii) any linked website must provide a link back to the relevant page in Shopial Application which contains the linked content in accordance with Shopial’s specifications and instructions as to the link location and presentation. Shopial reserves the right to withdraw permission for any link.
12. Disclaimer and Warranties
12.1. THE APPLICATION AND/OR ANY OF THE SERVICES , THE INTELLECTUAL PROPERTY AND ANY OTHER CONTENT AT THE APPLICATION ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SHOPIAL DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. NOR DOES SHOPIAL MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APPLICATION OR ENDORSE, RECOMMEND OR MAKE ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, USER GENERATED MATERIAL, PRODUCTS, FEEDBACK, OPINIONS OR STATEMENTS AVAILABLE ON OR THROUGH THE APPLICATION OR THROUGH LINKS ON THE APPLICATION. USE OF THE APPLICATION AND/OR ANY OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
12.2. SHOPIAL DOES NOT WARRANT THAT THE APPLICATION AND/OR ANY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SHOPIAL MAY CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE APPLICATION AND/OR ANY OF THE SERVICES AT ANY TIME OR TO DISCONTINUE DISPLAYING WEBPAGES AND ANY CONTENT WITHOUT A NOTICE TO YOU. SHOPIAL MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE APPLICATION AND/OR ANY OF THE SERVICES OR ANY AND ALL CONTENT AND INFORMATION PROVIDED THROUGH THE APPLICATION FOR A CERTAIN PURPOSE OR ANY PURPOSE AT ALL. SHOPIAL HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE APPLICATION AND/OR ANY OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY, OR QUALITY OF THE APPLICATION AND/OR ANY OF THE SERVICES, AND IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE OF ANY AND ALL PRODUCTS, SERVICES, CONTENT AND INFORMATION RECEIVED THROUGH THE APPLICATION AND/OR ANY OF THE SERVICES.
13. Limitation of Liability
13.1 THE USE OF THE APPLICATION AND/OR ANY OF THE SERVICES IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL SHOPIAL BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE APPLICATION AND/OR ANY OF THE SERVICES, OR THE USE OR INABILITY TO USE THE APPLICATION AND/OR ANY OF THE SERVICES, REGARDLESS OF WHETHER THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF SHOPIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WHERE LIABILITY IS MANDATORY, IN WHICH EVENT LIABILITY FOR DAMAGES SHALL BE LIMITED TO TEN (10) US DOLLARS.
13.2 Without derogating from the above, You hereby release and will not hold Shopial responsible for the actions or inactions of others, including ant third-party, Offerees, Users and/or other Offerors. You acknowledge that the Application and/or any of the Services act merely as a venue to allow Offerors and Offerees to offer Product(s), at anytime, from anywhere. Shopial is not party, in any way, to any transaction or transfer of any right to, or legal ownership of Product(s), from the Offeror to an Offeree. Shopial has no liability for, or control over and does not guarantee the quality, safety or legality of the Product(s) listed and advertised on its Application, or the truth or accuracy of the listings, and cannot ensure that an Offeree or other Offerors will actually complete a transaction. Consequently, Shopial does not transfer legal ownership of items from an Offeror to an Offeree and/or assumes the responsibility of ensuring provisions of services from an Offeror to an Offeree. Accordingly, to the extent legally permitted, SHOPIAL EXCLUDES ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS. OTHER THAN AS SET FORTH IN SECTION 12.1 ABOVE, SHOPIAL IS NOT LIABLE FOR ANY LOSS OF MONEY, GOODWILL, OR REPUTATION, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE SERVICES AND/OR APPLICATION.
You agree to defend, indemnify and hold harmless Shopial, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) Your breach of any of the representations and warranties under this Terms; (ii) Your use of the Application and/or any of the Services and marketing and sale of the Products; (iii) Your breach of any term of this Terms; (vi) Your violation of any third-party right under the Terms and/or any law, including without limitation any Intellectual Property right, property right, or privacy right, moral rights and rights of publicity; ; and/or (vi) any damage of any sort, whether direct, indirect, special or consequential, You may cause to any third party with relation to the Application and/or any of the Services. This defense and indemnification obligation will survive this Terms.
15.1. Shopial reserves the right to remove the Application and/or a User’s access to the Application under its sole discretion, with or without cause.
Except as explicitly stated otherwise, any notices (i) to Shopial shall be given by e-mail to Shopial ; and (ii) to You via a message to the Facebook Profile as a User or an Offeror. Notice shall be deemed given immediately once a massage is sent, unless the sending party is notified that the massage hasn’t been sent.
17.1. These Terms does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship in any way and of any kind between the parties hereto.
17.2. Any claim relating to the Application and/or any of the Services or its use thereof will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles.
17.3. Any dispute arising out of or related to Your use of the Application and/or any of the Services will be brought in, and You hereby consent to exclusive jurisdiction and venue in, the competent courts of the District of Tel Aviv, Israel. You hereby waive, and agree to waive in the future, any and all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule.
17.4. If any provision of this Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Terms and will not affect the validity and enforceability of any remaining provisions.
17.6. 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.
17.7. 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.
17.8. The Terms, constitutes the entire terms and conditions between You and Shopial relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between You and Shopial.
18. Copyright Agent
Shopial respects the Intellectual Property rights of others. If You believe that any content displayed through the Application is infringing your rights, including, but not limited to, if you believe that content relating to any of Your Products have been copied in a way that constitutes copyright infringement, please provide the following information in writing to Shopial’s Copyright Agent: (i) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) A description of the copyrighted work that You claim has been infringed; (iii) A description of the material that You claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit Shopial to locate the material; (iv) Information so that Shopial can contact You, such as address, telephone number and e-mail address; (v) A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) A statement that the information in the notification is accurate and, under penalty of perjury, that You are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. Shopial’s Copyright Agent can be reached as follows