Terms & Conditions
Section 1: UDSIDE TOOLBAR LICENSE
Important — please read the terms of this software license agreement ("Toolbar License") carefully. By clicking on the "Yes" button or by downloading or installing or using the Toolbar (as defined below), (1) you acknowledge that you agree to be bound by this Toolbar License, and (2) you represent that you have the authority to enter into this Toolbar License. If you do not agree to all terms and conditions of this Toolbar License you should click on the "Cancel" button to discontinue the download or stop the installation of the Toolbar (as the case may be), or should discontinue any use of the Toolbar.
This Toolbar License is a legal agreement between you, the end user ("End User " or " you ") and UDSide Ltd., for the license of the UDSide toolbar for the Microsoft Internet Explorer web-browser, which includes computer software and electronic documentation (the " Toolbar ").
1. TOOLBAR LICENSE. UDSide grants you a non-transferable, non-exclusive, non-sublicensable, royalty-free and fully paid, worldwide right and license to reproduce (solely to install and execute) the Toolbar on one of your computers, in executable object code format only, for your personal, non-commercial use only, subject to the terms and conditions of this Toolbar License. You are permitted to download the Toolbar multiple times in order to install the Toolbar on multiple computers, provided that you agree to the terms and conditions of this Toolbar License each time you download the Toolbar.
2. RESTRICTIONS. You may not modify, make derivative works of, copy, reproduce, publish, or reverse engineer the Toolbar, except in the case of reverse engineering, only to the extent required by applicable law. You may not license, sell, transfer, distribute, rent, lease or otherwise transfer or exploit rights to the Toolbar. You may not use the Toolbar in any manner that could damage, disable, overburden or impair the UDSide website ("Website "), nor may you use the Toolbar in any manner that could interfere with any other party's use and enjoyment of the Website. You agree that you will use the Toolbar for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. Your right to use the Toolbar will terminate immediately if you violate any provision of this Toolbar License. Upon termination, you may no longer use the Toolbar.
3. INTELLECTUAL PROPERTY. The Toolbar is licensed, not sold. You acknowledge that UDSide and its licensors and content and service providers ("UDSide Licensors ") own all rights, title and interest, including without limitation all "Intellectual Property Rights" (as defined below), in and to the Toolbar, portions thereof, or software provided through or in conjunction with the Toolbar. "Intellectual Property Rights" means all rights existing from time to time under all intellectual property laws, including without limitation patents, copyright, trade secrets, trademarks, designs, methods, concepts, processes, and all other proprietary rights, and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You also agree not to remove, obscure, or alter UDSide's copyright notice, trademarks or other proprietary rights notices, marks or names affixed to or contained within or accessed in conjunction with or through the Toolbar. All rights not expressly granted to you are reserved by UDSide or the UDSide Licensors.
4. DISCLAIMER OF WARRANTIES. UDSide and the UDSide Licensors disclaim any responsibility for harm resulting from your use of the Toolbar. The Toolbar is provided "as is," with no warranties whatsoever. UDSide and the UDSide Licensors expressly disclaim to the fullest extent permitted by law all express, implied, and statutory warranties, including without limitation the warranties of merchantability, fitness for a particular purpose, title, and noninfringement of proprietary rights. UDSide and the UDSide Licensors disclaim any warranties regarding the security, reliability, timeliness and performance of the Toolbar. You understand and agree that you download and use the Toolbar at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download or use of the Toolbar and any other damages which may result in connection with the use of the Toolbar. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You may also have other rights that vary from jurisdiction to jurisdiction.
5. BASIS OF BARGAIN. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between UDSide and you. We would not be able to provide the Toolbar on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of our suppliers.
6. LIMITATION OF LIABILITY. Under no circumstances shall UDSide or the UDSide Licensors be liable to any user on account of that user's use or misuse of the Toolbar. Such limitation of liability shall apply to prevent recovery of indirect, incidental, consequential, special, exemplary and punitive damages, whether such claim is based on warranty, contract, tort (including negligence) or otherwise (even if UDSide or the UDSide Licensors have been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the Toolbar, from the performance or misperformance of the Toolbar, from inability to use the Toolbar, or from the interruption, suspension or termination of the Toolbar (including such damages incurred by third parties). Such limitation shall apply notwithstanding a failure of essential purpose of any limited remedy and to the fullest extent permitted by law. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you. UDSide's aggregate cumulative liability under this Toolbar License shall not exceed the amounts paid by you for the Toolbar (if any).
7. INDEMNIFICATION. You agree to indemnify and hold harmless UDSide, the UDSide Licensors and their subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any liability, cost, expense, or claim or demand made by any third party, due to or arising directly or indirectly out of your conduct or in connection with your use of the Toolbar or its features, any alleged violation of this Toolbar License, or any alleged violation of any applicable law or regulation. UDSide and the UDSide licensors reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations.
8. Term and Termination. This Toolbar License and the licenses granted hereunder are effective on the date you accept the terms of this Toolbar License or use the Toolbar and shall continue until terminated by either party pursuant to this section. We may terminate this Toolbar License at any time, with or without cause. You may terminate this Toolbar License at any time, with or without cause through the "Add or Remove Programs" Control Panel. Upon expiration or termination, the license granted hereunder shall terminate and you shall immediately delete and destroy any copies of the Toolbar in your possession, but the terms of this Toolbar License which are intended to survive termination will remain in effect.
9. SOFTWARE AND POLICY UPDATES. This Toolbar License may be amended by UDSide from time to time. You agree that such amended Toolbar License will be effective 30 days after the notice is sent to you, and your continued access to the Website or use of the Toolbar after that time shall constitute your acceptance of the amended Toolbar License. UDSide may automatically update or modify the Toolbar from time to time at its discretion. You may not be able to use the Website or other services offered on the Website if you do not have the latest version of or updates for the Toolbar installed.
10. EXPORT LAWS. You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Toolbar or underlying technology may not be downloaded to or exported or re-exported into or to any prohibited country, person, end-user or entity specified by any applicable laws.
11. PRIVACY AND OTHER USER AGREEMENTS. Your use of the Toolbar is subject to the terms of the UDSide Privacy Policy . Because the Toolbar works in conjunction with the Website, you will also be subject to the UDSide Terms of Service .
12. RESOLUTION OF DISPUTES.If a dispute arises between you and UDSide, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and UDSide agree that we will resolve any claim or controversy at law or equity that arises out of this Toolbar License or our services (a "Claim") in accordance with one of the paragraphs below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to the "Comments or Questions" help page. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
Law and Forum for Disputes - This Toolbar License shall be governed in all respects by the laws of Israel without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. You agree that any claim or dispute you may have against UDSide must be resolved by a court located in Israel, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Israel for the purpose of litigating all such claims or disputes.
Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Improperly Filed Claims - All claims must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, UDSide may recover attorneys' fees and costs, provided that UDSide has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
13. MISCELLANEOUS PROVISIONS. If for any reason a court of competent jurisdiction finds any provision or portion of this Toolbar License to be unenforceable, the remainder of the Toolbar License will continue in full force and effect. Sections 2-7, 10, 12, and 13 of this Toolbar License will survive any termination of this Toolbar License. This Toolbar License constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. To the extent that there is a conflict between the terms of this Toolbar License and the terms of the UDSide Privacy Policy or UDSide Terms of Service, this Toolbar License shall have precedence as to the subject matter of this Toolbar License. Except as otherwise provided in Section 9, any modifications of this Toolbar License must be in writing and agreed to by both parties. Any waiver of any provision of these Toolbar License will be effective only if in writing and signed by UDSide.
Questions Or Additional Information. If you have questions regarding this Toolbar License, or wish to obtain additional information, please send an e-mail to support@webspeakup.com.
Section 2: UDSIDE TERMS OF SERVICE
UDSide Ltd. ("UDSide", "us", or "we") provides in connection with the UDSide Toolbar (the "Toolbar") and the UDSide website, located at www.webspeakup.com and all subdirectories or subextensions thereof (collectively, the "Website") services that allow users to UDSide services TODO (the "UDSide Services"). The services offered by us include the UDSide Services, the Website, and any other features, content, or, applications offered from time to time by us in connection with the UDSide Services and Website (collectively, the "Services").
These UDSide Terms of Service ("Agreement"), along with UDSide's Privacy Policy, located at Link("Privacy Policy"), set forth the legally binding terms for your use of the Services. By accessing and using the Services through the Toolbar or Website, you agree to comply with and be bound by this Agreement and the Privacy Policy, whether you are a "Visitor" (meaning you are simply browsing the Website) or you are a "UDSide Member" (which means that you have registered with us). The term "User" refers to a Visitor or a UDSide Member. This Agreement may be amended by UDSide from time to time.
In order to participate in our UDSide Services, you have to download the Toolbar and agree to the associated Toolbar License located at download page in order to set up a UDSide Services profile ("UDSide Profile"), and you may be required to download content and/or agree to additional terms and conditions. If you sign up for additional services, those additional services will be governed by the additional terms and unless otherwise provided by such additional terms and conditions they are hereby incorporated into this Agreement by reference.
1. UDSIDE Account
1.1 Eligibility. By using the Services, you represent and warrant that: (a)
all required registration information you submit is truthful and accurate; (b) you
will maintain the accuracy of such information; and (c) your use of the Services
does not violate any applicable law or regulation. Your UDSide Profile may be deleted
without warning if we have reason to believe that you do not meet eligibility requirements.
1.2 Password. When you sign up to become a UDSide Member, you will also be
asked to choose a username for your UDSide Profile, and UDSide will assign a password
that you may change. You are entirely responsible for maintaining the confidentiality
of your password and all use of your UDSide Profile. You agree not to use the UDSide
Profile, username, or password of another UDSide Member at any time. You agree to
notify us immediately if you suspect any unauthorized use of your UDSide Profile
or access to your password.
1.3 Fees. You acknowledge that we reserve the right to charge for the Services
and to change the fees from time to time in our discretion, upon notice to you at
the then-current e-mail address stored in your UDSide Profile. Currently, we only
charge fees if you choose to become a Sponsor, as defined and described in Section
1.7 below. Upon using the Services, you will be responsible for the payment of any
applicable fees, and shall pay such fees to us.
1.4 Restrictions. Multiple UDSide accounts held by the same individual are
subject to termination unless expressly authorized in advance and in writing by
UDSide. Accounts created with the primary intention to promote a product or service
are considered "SPAM" and subject to termination unless expressly authorized in
advance in writing by UDSide.
1.5 Term. This Agreement shall remain in full force and effect while you
use the Services or are a UDSide Member. You may delete your UDSide Profile and
end your membership at any time, for any reason by following the instructions on
the Frequently Asked Questions page. We may terminate your membership for any reason,
effective upon sending notice to you at the then-current e-mail address in your
UDSide Profile.
1.6 Effects of Termination. You understand that termination of this Agreement
and your UDSide Profile may involve deletion of your UDSide Profile information
from our live databases. We will not have any liability whatsoever to you for any
termination of your UDSide Profile or related deletion of your information. Finally,
when an account is terminated, we reserve the right to re-issue the username they
had selected (for the now deleted account).
1.7 Sponsorship. You may choose to become a sponsor of the Website and Services
("Sponsor") by registering as a sponsor and paying the associated fees described
on the Becoming a Sponsor page. If you become a Sponsor, you will be entitled to
the additional functionality and privileges, and any additional restrictions or
limitations.
2. WEBSITE. The Toolbar and Website are made available to you for your personal, non-commercial use only (at home or at work). You may not modify, reproduce, distribute, publish, license, create derivative works from or sell any information or software associated with the Website, without first obtaining written permission from UDSide. Furthermore, you may not use the Toolbar or Website in any manner that could damage, disable, overburden, or impair the Services (e.g., you may not use the Toolbar or Website in an automated manner), nor may you use Toolbar or Website in any manner that could interfere with any other party's use and enjoyment of the Services. You may not use any third party toolbars, software, or scripts to access the Website or the Websites underlying technology or software.
3. Intellectual Property.
3.1 Ownership. You acknowledge that UDSide owns all right, title and interest
in and to the Services, including without limitation, the Toolbar, Website, and
all underlying software and technology, including without limitation all Intellectual
Property Rights. "Intellectual Property Rights" means all rights
existing from time to time under all intellectual property laws, including without
limitation patents, copyright, trade secrets, trademarks, designs, methods, concepts,
processes, and all other proprietary rights, and all applications, renewals, extensions
and restorations thereof, now or hereafter in force and effect worldwide.
3.2 Content. We do not claim ownership in any "Content"
(which means any and all postings, e-mails, messages, recommendations, comments,
text, files, images, photos, video, sounds, works of authorship, feedback, bug reports,
or other materials) that you post on, deliver to, or otherwise make available to
the Services, but to be able to legally provide you with and promote the Services,
we have to have certain rights to use such Content in connection with the Services,
as set forth below. In return, we also grant you certain use rights to the Content
that we (or our licensors) own and use to provide the Services to you and other
Users, as set forth below.
3.3 Your Content. By posting any Content on the Services, you hereby grant
to us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free,
license (with the right to sublicense through unlimited levels of sublicensees)
to use, copy, perform, display, create derivative works of, and distribute such
Content in any and all media or distribution method (now known or later developed)
throughout the world. Additionally, by posting any Content on the Services and making
your Content available to others ("Third Parties") via RSS distribution, you hereby
grant to all Third Parties an unrestricted, irrevocable, perpetual, non-exclusive,
fully-paid and royalty-free, license (with the right to sublicense through unlimited
levels of sublicensees) to copy, display, and distribute such Content in any and
all media (now known or later developed) throughout the world. No compensation will
be paid with respect to the Content that you submit, upload, post, transmit or otherwise
make available through the Services. You should only upload Content to the Services
that you are comfortable sharing with others under the terms and conditions set
forth herein. Other users of the Service will be able to view any Content you post
to the Services, subject to your limited ability to prevent access to your Content
by changing your account preferences and settings.
3.4 Restrictions. Except for that Content that is owned by you, that is in
the public domain, for which you have been given written permission, or as expressly
permitted under this Agreement, you agree not to (i) modify, publish, transmit,
distribute, perform, sell, or create derivative works based on the Content and Services;
and (ii) rent, lease, loan, or sell access to the Services; (iii) decompile, reverse
engineer, or copy any Content (other than the Content you provide) or the Services
for which the source code is not provided to you. You also agree to not remove,
obscure, or alter UDSide's copyright notice, trademarks, or other proprietary rights
notices affixed to or contained within Toolbar. You will not: (i) cover or obscure
the banner advertisements on your UDSide Profile page, or any UDSide page via HTML/CSS,
scripting, or any other means, if any or (ii) interfere with, disrupt, or create
an undue burden on the Services or the networks or services connected to the Services.
3.5 Objectionable Content. We reserve the right to remove content (including
websites) that we determine in our sole discretion are unlawful, fraudulent, threatening,
libelous, defamatory, obscene or otherwise objectionable. Any account posting or
hosting objectionable content or recommending objectionable websites are subject
to termination. Also, we reserve the right to remove content that we determine in
our sole discretion is primarily intended to promote a product or service.
4. Acceptable Use and Conduct
You are solely responsible for any and all Content that is published or displayed ("posted", as used herein) by or through your UDSide Profile on the Services, including any e-mail, and for your interactions with other Users.
4.1 Prohibited Content. You agree that you will not post any Prohibited Content.
"Prohibited Content" includes, without limitation, Content that:
(i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind;
(ii) harasses or advocates harassment of another person; (iii) involves the transmission
of "junk mail," "chain letters," or unsolicited mass mailing, or "spamming,"; (iv)
is false or misleading or promotes, endorses or furthers illegal activities; (v)
promotes, copies, performs or distributes an illegal or unauthorized copy of another
personâs work that is protected by copyright or trade secret law; (vi) is involved
in the exploitation of persons under the age of eighteen (18) in a sexual or violent
manner, or solicits personal information from anyone under eighteen (18); (vii)
contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files,
or similar software; or (viii) otherwise violates the terms of this Agreement or
creates liability for us. You represent and warrant that: (a) you own the Content
posted by you on the Service or otherwise have the right to grant the license set
forth in this Agreement, and (b) your Content does not violate the privacy rights,
publicity rights, copyright rights, or other rights of any person.
4.2 Breach. Any use of the Services in violation of this Agreement may result
in, among other options, termination or suspension of your rights to use the Services.
In order to cooperate with legitimate governmental requests, subpoenas or court
orders, to protect our systems and customers, or to ensure the integrity and operation
of our business and systems, we may access and disclose any information and Content
we consider necessary or appropriate, including, without limitation, UDSide Profile
information (i.e. name, e-mail address, etc.), IP addressing and traffic information,
usage history, and posted Content.
4.3 Enforcement by Us. We have the right (but not the obligation) to investigate
or review any Content and delete (or modify) any Content that in our sole judgment
violates this Agreement or which is Prohibited Content, or may otherwise violate
the rights, harm, or threaten the safety of any User or any other person, or create
liability for us or any User.
4.4 Photographs. You may not post a photograph of another person without
that person’s permission.
4.5 Antivirus Software. You are responsible for installing, maintaining and
using effective anti-virus and spyware prevention technologies, and UDSide is not
responsible for third-party websites that contain or deliver viruses, spyware, malware,
or other harmful content or code.
5. Third Parties and other Users
5.1 Third Party Content. Content from other Users, advertisers, and other
third parties is made available to you through the Services. Because we do not control
such Content, you agree that we are not responsible for any such Content, including
advertising and information about third party products or services. Because we do
not have control over such Content, we make no guarantees about the accuracy, currency,
suitability, or quality of the information in such Content, and we assume no responsibility
for unintended, objectionable, inaccurate, misleading, or unlawful Content made
available by other Users, advertisers, and third parties. By choosing your preferences,
you can designate types and categories of content you prefer to access, but UDSide
cannot guarantee that you will only access the types and categories of information
you designate.
5.2 Responsibility. Your interactions with other Users on the Services or
with advertisers, including payment and delivery of goods or services, and any other
terms, conditions, warranties or representations associated with such dealings,
are solely between you and the other User or the advertiser. You agree that we will
not be responsible for any loss or damage incurred as the result of any such dealings
or with respect to any other User’s use or disclosure of your personally identifiable
information. If there is a dispute between you and any third party (including any
User), we are under no obligation to become involved; however, we reserve the right,
but have no obligation, to monitor disputes between you and other Users.
5.3 Third-Party Websites and Partner Communities. The Services may contain
links to third-party websites ("Third-Party Websites") (a) placed
by us as a service to those interested in this information; or (b) posted by other
Users. We may also place links or enable interoperability to other social networking
communities ("Partner Communities ") or use other means to connect
the UDSide Services to such Partner Communities to give you more possibilities.
You use all such links to Third-Party Websites and Partner Communities at your own
risk. To the extent such links are provided by us, they are provided only as a convenience,
and such link to a Third-Party Website or Partner Community does not imply our endorsement,
adoption or sponsorship of, or affiliation with, such Third-Party Website or Partner
Community. We accept no responsibility for reviewing changes or updates to, or the
quality, content, policies, nature or reliability of Third-Party Websites or Partner
Communities, or websites linking to the Website. You should review applicable terms
and policies, including privacy and data gathering practices, of any Third-Party
Website and Partner Communities, and should make whatever investigation you feel
necessary or appropriate before proceeding with any transaction with any third party.
6. Disclaimer of Warranties
UDSide disclaims any responsibility for any harm resulting from your use of Toolbar or Services.
UDSide disclaims any responsibility for harm resulting from your use of the Services. The Services are provided "as is," with no warranties whatsoever. UDSide and the UDSide licensors expressly disclaim to the fullest extent permitted by law all express, implied, and statutory warranties, including without limitation the warranties of merchantability, fitness for a particular purpose, title, and noninfringement of proprietary rights. UDSide and the UDSide licensors disclaim any warranties regarding the security, reliability, timeliness and performance of the Services. You understand and agree that you use the Services at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the use of the Services.
Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You may also have other rights that vary from jurisdiction to jurisdiction.
7. Limitation of Liability
7.1 Disclaimer. Under no circumstances shall UDSide be liable to any
user on account of that user's use or misuse of the Services. Such limitation of
liability shall apply to prevent recovery of indirect, incidental, consequential,
special, exemplary, and punitive damages whether such claim is based on warranty,
contract, tort (including negligence), or otherwise, (even if UDSide has been advised
of the possibility of such damages). Such limitation of liability shall apply whether
the damages arise from use or misuse of and reliance on the Services, from inability
to use toolbar and Services, or from the interruption, suspension, or termination
of toolbar and Services (including such damages incurred by third parties). Such
limitation shall apply notwithstanding a failure of essential purpose of any limited
remedy and to the fullest extent permitted by law.
7.2 Limitation. Notwithstanding anything to the contrary contained herein,
our liability to you for any damages arising from or related to (for any cause whatsoever
and regardless of the form of the action), will at all times be limited to the greater
of fifty us dollars ($50) and the amounts you paid to us in the twelve (12) months
prior to the accrual of the claim.
Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you.
Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you.
7.3 Release. You hereby release us, our officers, employees, agents and successors
from claims, demands any and all losses, damages, rights, claims, and actions of
any kind including, without limitation, personal injuries, death, and property damage,
that is either directly or indirectly related to or arises from (i) any interactions
with other Users, or (ii) your participation in any of our offline events.
8. COMMENTS. If you have comments on UDSide Toolbar and Website or ideas on how to improve it, please contact us at support@webspeakup.com. Please note that by doing so, you also grant UDSide permission to use and incorporate your ideas or comments into UDSide Toolbar and Website without further compensation.
