WeSay Platform Terms of Service
WeSay Ltd. (“WeSay” or “us”, “our”, “we”) provides a platform based on proprietary technology and algorithms to edit and manage user reviews on websites (the “Platform”). These Terms of Service (“Terms”) govern your access and use of the Platform. “You” means any entity that uses the Platform to manage user reviews on its websites.
- Limited License. Subject to the terms and conditions herein, WeSay grants you a limited, non-exclusive, non-transferable and non-sublicenseable license to use the Platform during the Term of these Terms in order tomanage end-user opinions, product or service ratings or reviews, articles, written expressions, in any form or media, photos and/or any works of authorship created by your end users (the “Reviews”) on your website (the “Site”). You may use the Platform for internal business purposes only. WeSay reserves the right to modify the Platform at any time in its sole discretion. The Platform is made available over the Internet, and you are not entitled to any source code or executables in respect of the Platform.
You are required to post a “powered by WeSay” graphic or text link on an area of your Site as we may mutually agree. The use of the Site must be subject to written terms and conditions that (a) prohibit the reverse engineering of the Platform, (b) comply with any statutory notice-and-takedown safe harbors with respect to third party content, and (c) disclaim all warranties with respect to the Platform and (d) contain contractual limitations of liability with respect to the Platform substantially similar to those set forth herein.
- Restrictions. You may not, nor allow third parties to: (i) use the Platform as a part of a timeshare or service bureau arrangement; (ii) copy, modify, create derivative works of, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Platform in any way; (iii) except as permitted hereunder, distribute the Platform to any third party or provide any third party with access to the Platform; (iv) interfere with or disrupt the operation of the Platform, or the servers or networks that host the Platform, (v) interfere with or circumvent any security or access control mechanism of the Platform, (vi) express or imply that WeSay endorses you or your business or present false information about the Platform; (vi) use the Platform for any illegal or unauthorized purpose; (vii) distribute, publish, send, or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations (e.g. “spam”), including commercial advertising and informational announcements (provided that you shall at all times remain free to distribute, publish, send, or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations that do not violate any applicable law; (viii) remove, change or modify any trademarks from or attach any additional trademarks to the Platform; or (ix) visit the Platform through unauthorized means, including without limitation any data mining, robots/bots, or similar data gathering and extraction tools to extract for re-utilization of any parts of the Platform;. You are responsible for ensuring that all use of the Platform complies with applicable law (including any law concerning the collection, use and storage of information and any law concerning the sale of cannabis products).
WeSay provides a platform for you to manage Reviews. As such, WeSay is not responsible for your management of the Reviews by means of the Platform, nor is it responsible for the content of the Reviews, even if such Reviews are negative or deleterious to your business.You hereby agree to waive, and do waive, any legal or equitable rights or remedies you have or may have against WeSay with respect thereto.
- Developer Account. In order to obtain access to the Platform, you must create a developer account. You must provide WeSay with correct and accurate information in applying for a developer account. WeSay reserves the right to refuse to allow you to open an account for any reasonin its sole discretion.Upon approval of your account, WeSay will provide you with a license key to access and use the Platform (the “License Key”) by means of a script or plugin to embed in the Site. You should keep the information of the developer account private and you should not reveal the License Key to any third party. You will be able to manage the Reviews via WeSay’s console platform available at https://console.wesay.life.Your account is at risk if you let someone use it inappropriately. You agree to immediately notify WeSay of any unauthorized use of your developer account or License Key. You are fully and solely responsible for the security of your computer system and all activity on its account, even if such activities were not committed by you.
- Intellectual Property Rights.WeSay owns all right, title and interest in the Platform and all software related to the provision of the Platform and all enhancements, derivatives, bug fixes or improvements to the foregoing and all intellectual property rights in the foregoing. You have no right to use the Platform except as expressly set forth herein. Should you provide WeSay with any comments or suggestions for the modification, correction, improvement or enhancement of the Platform then you also grant WeSay the right to use such feedback without restriction and without obligation to you.
- Content Restrictions. You must make reasonable commercial efforts (including imposing appropriate contractual restrictions on any end user that provides content or material via the Platform) to ensure that neither the Site, nor the material provided via the Platform contains (a) material that infringes the intellectual property rights, moral rights, or privacy rights of any third party, (b) material that could reasonably be determined to be racially or ethnically insensitive, defamatory, libelous, harassing or threatening; (c) pornographic or obscene material, or material which may be harmful to a minor; (d) any virus, worm, Trojan horse, or other malicious, harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate.
- Commercial Messages. You hereby acknowledge and confirm that you are solely responsible for the content of any and all messages sent to your end users by and/or through the Platform (“Your Messages”). Without limiting any of the terms and conditions contained herein, and any other obligations you may have under any applicable law, you shall uphold the following standards as a minimum in respect of any and all of Your Messages: (i) include a conspicuous identifier and a valid physical address; (ii) include a valid return address and any additional contact information you may have; (iii) not use or otherwise contain deceptive or misleading subject headings or other content; (iv) in respect of advertisements and/or promotional transmissions, note in the heading and at the beginning of the transmission that the transmission is an advertisement; (v) include a simple and user-friendly opt-out mechanism, including by email, in all transmissions; and (vi) stop any and all transmissions to any user in the event said user opts-out or otherwise objected to receiving transmissions; and (vii) send transmissions strictly to end users who opted-in to receive them.
You hereby acknowledge and agree that WeSay merely plays a technical role in transmitting or routing Your Messages as a conduit, and that you shall have sole responsibility and liability for any of Your Messages.
- Indemnification. You shall indemnify and hold harmless and, at WeSay’s option, defend WeSay, and its officers, directors, employees, agents, members and licensors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees and court costs) arising from or related to: (i) your breach of any provision of these Terms, (ii) your breach of any laws including, without limitation cannabis laws and/or privacy laws; (iii) your failure to comply with any statutory notice-and-takedown provisions, or your failure to qualify for any safe harbor in respect of third party content; (iv) any claim in respect of the content of any material provided by you, your or end users through the Platform, or (v) your advertisement, promotion or marketing of the Site and/or any products in violation of applicable law or regulation. WeSay may participate in the defense of any such claim.
- Representations and Warranties. You warrant and represent that: (a) you are duly organized, validly existing and in good standing under the laws of the State of your organization or incorporation, and these Terms has been duly authorized by all necessary corporate or other entity action; (b) you have the right, power and authority to enter into and fully perform these Terms and grant all of the rights granted by you hereunder; and, (c) the execution of these Terms by you and your performance of the obligations hereunder does not and will not violate any agreement by which you are bound or the rights of any third party.
You represent that any end user has granted WeSay and you a nonexclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free license for any purpose, including, without limitation to use, transfer, copy, reproduce, distribute, publicly perform, publicly display, digitally perform, modify, directly or through third parties, create derivative works of the Reviews and otherwise use and commercially exploit any Reviews in any media formats. Such license will apply to any form, media, or technology now known or hereafter developed. You represent and warrant to WeSay that you have obtained, and agree that you will maintain throughout the Term of these Terms: (a) all necessary rights in and to the Reviews, including without limitation, any end user consents, assignments, licenses, permissions and authorizations (including the waiver of any moral rights) necessary for WeSay to use the Reviews for any purpose, (b) end users’ explicit consent (i.e., opt-in) to receive post-sale emails sent by you (via WeSay as a mere conduit) containing reminders to submit Reviews and containing recommendations and/or links to third party goods and/or services in accordance with applicable law, (c) permissions, authorizations and licenses, if any, required by applicable law or third-party website or application terms and/or policies, for your transfer to and use by WeSay of your end users’ private and personally identifiable information and any Reviews for the purpose of provision of the Platform, sending applicable emails and recommendations, operation and improvement of the Platform, use of targeted behavioral advertisements and analysis and transfer to third parties for all of these purposes.
- Disclaimer of Warranties. To the maximum extent permitted by applicable law, WeSay does not provide any representations or warranties with respect to the services or Platform and disclaims any implied or statutory warranties with respect to the foregoing, including without limitation any implied or statutory warranties of merchantability, fitness for a particular purpose or non-infringement. WeSay does not make any warranty or representation regarding the content of any Reviews, including whether any of such Reviews is useful for your purposes. WeSay makes no warranty regarding the availability of the Service or Platform, and does not warrant that your use of the Service or Platform will be continuous or non-interrupted.WeSay does not guarantee the Platform or services will be operable at all times or during any down time (1) caused by outages to any public internet backbones, networks or servers, (2) caused by any failures of your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond WeSay’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in internet services to an area where WeSay’s or your servers are located.
- Limitation of Liability. To the maximum extent permitted by applicable law, WeSay shall have no liability for consequential, special or incidental damages or losses caused by your use of the Platform or the services, including with respect to lost profits, lost opportunities or lost data. The aggregate liability of WeSay for any claim related to or arising from your use of the Platform or services shall be limited to the aggregate amount received from you with respect to your use of the Platform or services.
- No Endorsement. Nothing herein constitutes an endorsement by WeSay of any services or products and, except as may be agreed otherwise by WeSay in writing, you shall not state or imply that WeSay endorses or recommends the Site.
- Term and Termination. The term of this agreement shall commence on the date Merchant accepts these Terms and shall continue indefinitely unless otherwise terminated in accordance with these Terms (the “Term”). WeSay may terminate these Terms and all rights granted hereunder without notice. Immediately after termination, you will stop use of the Platform.
- General. These Terms is the entire agreement between you and WeSay relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and WeSay. No waiver of these Terms shall be effective unless agreed between the parties in writing. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be interpreted as necessary to give maximum effect to its provisions as possible under applicable law, and any such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of these Terms. You may not assign any of your rights or obligations under these Terms without the prior written consent of WeSay. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, or agency, relationship between the parties hereto. Any claim relating to these Terms will be governed by and interpreted in accordance with the laws of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to the Terms will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in Tel-Aviv/Jaffa.
- Survival. Sections 2 – 16 shall survive the termination of these Terms for any reason.