Engageya terms of service

Engageya Terms of service

I. INTRODUCTION

The following Terms of Use (these "Terms of Use") govern your (hereafter you, your, user) use of the products and services available at the website located at the URL www.Engageya.com (the "Site"), which was created, and is controlled and operated by Beaconspark Ltd. ("Engageya"). As further described below, the Site features Engageya's proprietary recommendation technology in its various forms (collectively, the "Service") which may be used on the Site, or on your website or your affiliated websites via any software code that we may make available to you from time to time (such user is hereinafter, a "Partner"), used in accordance with these Terms of Use. By accessing this Site or using any part of the Service, you agree to be bound by these Terms of Use. If you do not agree to all of these Terms of Use, then you may not access the Site or use the Service. Your right to use the Site and the Service is expressly conditioned upon your assent to all of these Terms of Use, to the exclusion of all other terms. The Service is available only to individuals who are at least 18 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services. II. MODIFICATIONS OF TERMS OF USE

Engageya reserves the right, at its sole discretion, to modify or replace these Terms of Use at any time. You should come back and review these Terms of Use from time to time, as you are solely responsible for reviewing and becoming familiar with any such modifications. Use of the Service by you, even if you have previously registered to use the Service on your website, and do not return to the Site on an ongoing basis, following this notification, constitutes your acceptance of the Terms of Use as modified.

III. DESCRIPTION OF SERVICE

The Service provides you with recommendations ("Recommendations") for news articles, graphics, photographs, images, illustrations, software, audio clips and video clips ("Content"). Some Recommendations may consist of Content that our customers pay us to promote ("Promoted Content"). These Recommendations generate revenue ("Promotional Revenue") for the Site from customers selected by Engageya in its sole discretion. If you use the Service without registering on the Site, this Recommendation functionality will be automatically provided as part of the Service. If you register on the Site, you may control the settings for the Recommendation functionality, as described on the Engageya Dashboard and in Section 6 below.

IV. LICENSE OF Engageya SERVICE

A. GRANT OF LICENSE. Subject to your full compliance with all of the terms and conditions of these Terms of Use Engageya grants you a limited non-exclusive, revocable, nonsublicensable, nontransferable license to use (i) the Service; (ii) any application program interface or any other software code that we may make available to you from time to time provided by Engageya (collectively, the "Code"); (iii) any Engageya end-user documentation, solely when bundled with Service; and (iv) any upgrades, updates and new versions of the Service, as further described below. Such license shall include the right to use any Engageya intellectual property rights associated with or related to use of the Code, other matters related to the Service, and the Engageya end user documentation, solely in connection with the use of the Service as explained in the FAQ.

B. RIGHTS TO SUBLICENSE. Pursuant to Section 4.A. above, you shall have the right to (i) contract consultants and contractors solely for the purpose of developing, manufacturing, testing, and supporting the use of the Services and the Code by you; and (ii) grant your end users sublicenses, subject to the provisions of Section 4.I below. Except as provided in this Section 4.B., you shall not have the right to sublicense any of your rights under these Terms of Use to any consultants, contractors, or other third parties.

C. LICENSE RESTRICTIONS. You shall not use the Code in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("Spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, weapons and accessories. You shall implement the Services in a timely manner in accordance with all reasonable instructions provided to you by Engageya from time to time.

D. OTHER RESTRICTIONS. Except as expressly and unambiguously authorized under these Terms of Use, you may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the (a) collaborative filtering data and related reports (collectively, "Data") to which Engageya may provide you to access in a variety of formats, or (b) Code, or (ii) otherwise use the Code or the Service on behalf of any third party. Except as described in Section 4.G below, these Terms of Use do not include any right for you to use any trademark, service mark, trade name or any other mark of Engageya or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If you violate any of the foregoing restrictions, Engageya shall own all right, title and interest relating to any and all derivative works, inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, as they may relate to the use of the Service or the Code. You hereby agree to make all assignments necessary to accomplish the foregoing ownership.

E. NEW VERSIONS AND UPGRADES. Engageya may release updates, upgrades or new versions of the Service or the Code, or other software related to the Service, to be incorporated as instructed on the FAQ. You agree that any access to any Engageya software granted pursuant to these Terms of Use will not limit or restrict Engageya's right to modify or replace such software in future versions of the Service. The licenses granted to you herein shall be deemed to include such items.

F. TRADEMARK LICENSE. Engageya hereby grants to you a personal, limited, non-exclusive, non-transferable, fully-paid license to use the Engageya Marks (as defined in Section 18 below). You may use the Engageya Marks in conjunction with your use of the Code, the Data or the Service on any pages of your websites or affiliate websites that feature any aspect of the Service. You may publish blog posts on your blog or affiliate blogs that include the use of Engageya Marks at any time without additional authorization by Engageya, provided that you make reasonable efforts to send the blog post to Engageya prior to or concurrent with publishing thereof. Nothing in this Agreement grants you ownership or any rights in or to use the Engageya Marks, except in accordance with this license. Under no circumstances may you disparage or otherwise abuse the Engageya Marks, nor violate any terms of the User Conduct rules set forth in Section 5 below. The rights granted to you in this license will terminate upon any termination or expiration of these Terms of Use and you will no longer make any use of any Engageya Marks.

G. NO OTHER LICENSES. The licenses granted hereunder are specifically set forth herein, and no licenses are granted by Engageya to you by implication or estoppel.

H. END-USER LICENSING. You agree that for each of your websites and/or software product(s) that use the rights granted herein, such website's terms and conditions will include terms to ensure that: (i) the Service, Data and the Code shall be at least as protected as your own proprietary software applications, and (ii) such proprietary software applications are protected by the terms of use on such website. Additionally, the privacy policy of the applicable website and/or software product(s) should explain that the Data is routed to a third party that owns such data, but such routing does not include any personally identifiable information. You agree to include in such terms and conditions for use outside of the United States any country-specific provisions needed to comply with the foregoing, and agree to enforce the terms and conditions applicable to the Service, Data and the Code contained in such license.

V. USER CONDUCT

As a condition of use, you promise not to use the Service or the Data for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by Engageya. By way of example, and not as a limitation, you agree not to use the Services:

  • to abuse, harass, threaten, impersonate or intimidate other Engageya users or Content providers;
  • in any manner that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;
  • for any illegal or unauthorized purpose. You agree to comply with all local laws regarding online conduct and acceptable content;
  • to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Engageya user;
  • to create or submit Spam to any other Engageya users or any URL;
  • to violate any laws in your jurisdiction (including but not limited to copyright laws);
  • to submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops), or off-topic content;
  • via use of any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission;
  • to take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our Service infrastructure;
  • to interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
  • to bypass any measures we may use to prevent or restrict access to the Site;
  • with the intention of artificially altering the Recommendations, or any other Engageya service, including by way of creating separate user accounts for the purpose of artificially altering Engageya's services; artificially inflating clicks on Recommendations or Promoted Content, or participating in any other organized effort that in any way artificially alters the results of the Service.
  • The following sites are strictly prohibited from using the Service and Engageya will actively terminate the Service from sites it finds to be in violation of these prohibitions: sites displaying adult, obscene, pornographic, libelous, infringing abusive or defamatory content, sites participating in, or encouraging participation in, illegal activities, sites that promote hate and discrimination, sites that facilitate the sale of firearms or illegal drugs. In addition, Engageya reserves the right in its sole editorial discretion to disable its Service on any site.

Engageya, in its sole discretion, may remove any Content from the Site for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), at any time. To report abuse to these Terms of Use, please email abuse@Engageya.com.

VI. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

VII. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that Engageya may be required to send you emails regarding your use of the Service; however, we will never ask you to submit additional personal information or to verify the status of information related to your account in any such email. You acknowledge that Engageya may establish limits concerning use of the Service and may modify these limits at any time.

VIII. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE

Limited License to Use Content. If you are a Partner, by submitting any Content, you hereby grant Engageya a limited, non-exclusive, fully paid-up, royalty free, worldwide right to use such Content and your registered and unregistered trademarks, service marks, trade dress, graphics or logos ("Partner Marks") in any of the following: (i) on the Site, any Engageya blog or newsletter; (ii) on any business development, commercial sales materials, or press releases; (iii) as any part of the Service; (iv) or in any other reasonable manner that a Partner might expect Engageya to use its Partner Marks.

IX. NO RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service.

X. TERMINATION

You agree that Engageya, in its sole discretion, may terminate your password, or account, and remove and discard any content within the Service, for any reason, including and without limitation, the lack of use, or if Engageya believes that you have violated or acted inconsistently with the letter or spirit of the TOS. Any contracts, verbal or written or assumed, in conjunction with your deleted account and all its parts, at Engageya's discretion, will be terminated as well. Engageya may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that Engageya may immediately deactivate or delete your Engageya account and all related information and files. Engageya reserves the right to bar any further access to such files or the Service. You agree that Engageya shall not be liable to you or any third-party for any termination of your access to the Service.

XI. ADVERTISEMENTS AND PROMOTIONS

You understand and agree that some or all of the Service may include advertisements and that these advertisements are necessary for Engageya to provide the Service. You also understand and agree that you will not obscure any advertisements from general view via HTML/CSS or any other means. By using the Service, you agree that Engageya has the right to run such advertisements with or without prior notice, and without recompense to you or any other user. The manner, mode and extent of advertising by Engageya on your Content and throughout the Service are subject to change at Engageya's discretion. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Engageya shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

XII. LINKS

The Service, or relevant third parties, is providing links to other web sites or resources. Because Engageya has no control over such sites and resources, you acknowledge and agree that Engageya is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Engageya shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

XIII. Engageya CONTENT

You agree to follow the following guidelines for posting Content to Engageya:

1. All Content posted to Engageya in any way, is the responsibility and property of the author. Engageya is committed to maintaining the Service in a manner reasonably acceptable to all audiences but is not responsible for the monitoring or filtering of any account Content. Those users posting material not suitable for all audiences must agree that they are fully responsible for all the Content they have posted anywhere on the Service. Should Content be deemed illegal by such law having jurisdiction over the user, you agree that Engageya may submit all necessary information to, and cooperate with, the proper authorities;

2. Should any Content that you have authored be reported to Engageya as being offensive or inappropriate, Engageya might call upon you to retract, modify, or protect (by means of private and friends only settings) the Content in question within a reasonable amount of time, as determined by the Engageya staff. Should you fail to meet such a request from Engageya staff, Engageya may terminate your account. Engageya, however, is under no obligation to restrict or monitor account Content in any way;

3. Engageya claims no ownership or control over any Content posted by its users. The author retains all patent, trademark, and copyright to all Content posted within available fields, and is responsible for protecting those rights, but is not entitled to the help of the Engageya staff in protecting such Content. The user posting any Content represents that it has all rights necessary to post such Content (and for Engageya to serve such Content) without violation of any intellectual property or other rights of third parties, or any laws or regulations;

4. Engageya reserves the right, without limitation except by law, to serve any user Content on the web, through the downloadable clients and otherwise. Engageya also reserves the right, without limitation, to resell any portion of a user's Engageya back to that individual;

5. You acknowledge that Engageya does not pre-screen Content, but that Engageya and its designees shall have the right (but not the obligation) in their sole discretion to remove or refuse to remove any Content that is available through the Service. Without limiting the foregoing, Engageya and its designates shall have the right, but not the obligation, to remove any content that violates the TOS or is otherwise objectionable, or that infringes or is alleged to infringe intellectual property rights. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. Furthermore, Engageya reserves the right to limit access to your account, if found in violation of the TOS, including without limitation the Member Conduct described below, by removing the account and related user information from the member directory, search engine, and all other methods used in conjunction with finding Engageya's users. 5. You acknowledge that Engageya does not pre-screen Content, but that Engageya and its designees shall have the right (but not the obligation) in their sole discretion to remove or refuse to remove any Content that is available through the Service. Without limiting the foregoing, Engageya and its designates shall have the right, but not the obligation, to remove any content that violates the TOS or is otherwise objectionable, or that infringes or is alleged to infringe intellectual property rights. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. Furthermore, Engageya reserves the right to limit access to your account, if found in violation of the TOS, including without limitation the Member Conduct described below, by removing the account and related user information from the member directory, search engine, and all other methods used in conjunction with finding Engageya's users.

XIV. Engageya.COM PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service (referred to as "Software"), may contain proprietary and confidential information that is protected by applicable laws governing intellectual property, proprietary rights and the like. All Engageya code and specifications, and all other code and specifications for the Software and the operation of the Service, are subject to their express or implied licenses. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Engageya or advertisers, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Content, the Service or the Software, in whole or in part.

Submission of Unsolicited Ideas and Information

Engageya does not want to receive confidential or proprietary information from you through this Site or by email. Unless otherwise agreed in writing by an authorized Engageya representative, any material, information or idea you transmit to Engageya by any means may be disseminated or used by Engageya or its affiliates without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. However, this provision does not apply to Content (as defined herein), or to personal information that is subject to our Privacy Policy.

XVI. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Engageya EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) Engageya MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR OTHER LIABILITYTHAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Engageya.COM OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

XVII. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT Engageya SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Engageya HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

XVIII. U.S. GOVERNMENT RESTRICTED RIGHTS

The materials on Engageya are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the U.S. Government constitutes acknowledgment of Engageya's proprietary rights in them.

XIX. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Engageya and its affiliates, and its 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 interaction with any Site user; (iii) your violation of any third party right, including without limitation any copyright, property or privacy right; or (iv) your violation of these Terms of Use. Without derogating from or excusing your obligations under this section, Engageya reserves the right (at your own expense), but is not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you. You agree not to settle any matter subject to an indemnification by you without first obtaining Engageya’s express prior written approval.

XX. GENERAL INFORMATION

The TOS constitutes the entire agreement between you and Engageya and governs your use of the Service, superseding any prior agreements between you and Engageya (including, but not limited to, any prior versions of the TOS) and any prior representations by Engageya. The laws of the State of California, U.S.A, shall govern the TOS and the relationship between you and Engageya, without regard to its conflict of law provisions. You and Engageya agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California, U.S.A. The failure of Engageya to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.

XXI. REVISIONS

Engageya may at any time revise these Terms of Service by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then-current Terms of Service to which you are bound.