Terms of Use
The following agreement (hereinafter: the "
Agreement" or the "
Terms
of Use") describes the terms on which GeoSim Systems Ltd. (hereinafter:
“
GeoSim”) offers you access to its software or any portion thereof
(including but notwithstanding Virtual Philadelphia or any portion thereof), its
web products (including but notwithstanding GeoSimPHILLY) (hereinafter referred
to collectively or individually as the "
Product") and its services.
This offer is conditioned on your agreement to all of the terms and conditions contained
in the Agreement, including your compliance with the policies and terms Product
by reference in this Agreement. By using the Product or our services, you agree
to these Terms of Use. If you do not so agree, you should decline this Agreement,
in which case you are prohibited from accessing or using the Product. GeoSim reserves
the right to amend this Agreement at any time in its sole discretion, effective
upon posting the amended Agreement at its Product instead of a prior version of
this Agreement, or by communicating these changes to you through any written contact
method we find reasonably suitable.
The Product and our services are offered and made available only to users 13 years
of age or older. If you are not yet 13 years old please discontinue using the Product
immediately, or if for any reason, you do not agree with all of the terms and conditions
contained in this Agreement, please discontinue using the Product immediately because
by using or attempting to use the Product, you certify that you are at least 13
years of age and meet any other eligibility requirements made by GeoSim.
The herein detailed terms and conditions constitute a legally binding agreement
between you and GeoSim and any of its affiliated company for as long as you use
the Product and/or services made available to you by GeoSim. By using the Product,
you understand, acknowledge and agree that you will abide by the terms of this Agreement
and any additional terms that govern our Product and services (hereinafter: the
"
Additional Terms"). The Additional Terms are enclosed in the
Privacy Policy
hereby incorporated in this Agreement by reference. To the extent that there is
a conflict between this Agreement and Additional Terms for the activity you wish
to execute, the Additional Terms shall govern. This Agreement will remain in full
force and effect as long as you are a user of the Product and in the event of termination
of any membership, service or feature, you will still be bound by your obligations
under this Agreement, the
Privacy Policy, the License Agreement, and any Additional Terms as may be
relevant at the time, including any indemnifications, warranties and limitations
of liability.
The words "use" or "using" in this Agreement, means any time an individual (hereinafter:
a "
User"), directly or indirectly, with or without the aid of a
machine or device, does or attempts to access, interact with, use, display, view,
print or copy from the Product, transmit, receive or exchange data or communicate
with the Product, or in any way utilizes, benefits, takes advantage of or interacts
with any function, service or feature of the Product, for any purpose whatsoever.
This Agreement does not cover your rights or responsibilities with respect to third
party content or Products or any links that may direct your browser or your connection
to third party Products or pages. This is the entire and exclusive Agreement between
you and us regarding use of the Product.
1. REGISTRATION
We may require each user to have a unique user name/login and password combination
in order to access and use the available features and functions of the Product.
Please read our Privacy Policy, which describes the personally identifiable information
(hereinafter: "
Personal Information") we collect, use, disclose,
manage and store. As part of the download and registration process of our Product,
you will choose a user name and password. Your user name and password are personal
to you and you may not allow any others to use your user name or password under
any circumstances. We are not liable for any harm caused or related to the theft
or misappropriation of your user name or password, disclosure of your user name
or password, or your authorization of anyone else to use your user name or password.
You agree to immediately notify us if you become aware of or believe there is or
may have been any unauthorized use of (or activity using) your user name or password
or any other need to deactivate your user name or password due to security concerns.
2. OWNERSHIP OF INTELLECTUAL PROPERTY
The contents of the Product, including all software, sites, design, text, images,
photographs, illustrations, signs, audio and video material, artwork, graphic material,
posted items, databases, proprietary information and all copyrightable or otherwise
legally protected elements of the Product, including, without limitation, the selection,
sequence and 'look and feel' and arrangement of items, and all trademarks, service
marks and trade names (hereinafter individually and/or collectively: the "
Material"),
are the property of GeoSim, and its subsidiaries, affiliates, licensors, suppliers,
operational service providers, advertisers, promotional partners, or sponsors and
are legally protected, without limitation, under any and all applicable laws, regulations
and treaties. Unless the context clearly requires otherwise or we explicitly say
so in writing, the term "Product" includes "Material" as well. The Product is to
be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable
and limited personal use and for no other purposes. You must not alter, delete or
conceal any copyright or other notices contained on the Product, including notices
on any Material you download, transmit, display, print or reproduce from the Product.
You shall not, nor will you allow any third party (whether or not for your benefit)
to reproduce, modify, create derivative works from, display, perform, publish, distribute,
disseminate, broadcast or circulate to any third party (including, without limitation,
on or via a third party website), or otherwise use, any Material without the express
prior written consent of GeoSim. Any unauthorized or prohibited use of any Material
may subject you to civil liability, criminal prosecution, or both, under applicable
laws. We require users to respect our copyrights, trademarks, and other intellectual
property rights. We likewise respect the intellectual property of others. On notice,
we will act expeditiously to remove content that infringes the copyright rights
of others and will disable the access to the Product and our services of anyone
who uses them to repeatedly infringe the intellectual property rights of others.
3. ADVERTISING
From time to time, you may communicate with, receive communications from, be re-directed
to, interact with, or participate in or use the services or obtain goods and services
of or from, third parties (hereinafter collectively: the "
Advertisers")
such as our advertisers, sponsors, or promotional partners or partners of a different
nature as a result of your use of the Product. All such communication, interaction
and participation is strictly and solely between you and such Advertisers and we
shall not be responsible or liable to you in any way in connection with these activities
or transactions (including, without limitation, any representations, warranties,
covenants, contracts or other terms or conditions that may exist between you and
the Advertiser or any goods or services you may purchase or obtain from any Advertiser).
4. RULES OF CONDUCT
Your use of the Product and services is subject to all applicable laws and regulations
and, in some cases, international treaties. You are solely responsible for all activities,
acts and omissions that occur in, from, through or under your user name or password.
You shall not use, allow, or enable others to use the Product, or knowingly condone
use of this Product by others, in any manner that is, attempts to, or is likely
to:
- be inappropriate, harmful, libelous, defamatory, indecent, vulgar
or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally,
or ethnically offensive, harassing, intimidating, threatening, hateful, objectionable,
discriminatory, or abusive, or which may or may appear to impersonate anyone else;
- affect us adversely or reflect negatively on us, the Product,
our goodwill, name or reputation or cause duress, distress or discomfort to us or
anyone else, or discourage any person, firm or enterprise from using all or any
portion, features or functions of the Product, or from advertising, linking or becoming
a supplier to us in connection with the Product;
- transmit, distribute or upload programs or material that contain
malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware,
or other potentially harmful programs or other material or information;
- forge any TCP/IP packet header or part of the header information
in any email or newsgroup posting for any reason;
- violate any laws, regulations, judicial or governmental order,
any treaties or violate or infringe upon any intellectual property rights, rights
of publicity or privacy, or any other rights of ours or of any other person, firm
or enterprise; gain unauthorized access to the Product, other users' accounts, names,
passwords, personally identifiable information or other computers, websites or pages,
connected or linked to the Product or to use the Product in any manner which violates
or is inconsistent with the terms and conditions of this Agreement;
- modify, disrupt, impair, alter or interfere with the use, features,
functions, operation or maintenance of the Product or the rights or use and enjoyment
of the Product by any other person, firm or enterprise; or
- collect, obtain, compile, gather, transmit, reproduce, delete,
revise, view or display any material or information, whether personally identifiable
or not, posted by or concerning any other person, firm or enterprise, in connection
with their or your use of the Product, unless you have obtained the express, prior
permission of such other person, firm or enterprise to do so.
5. SHARING CONTENT
Your comments, suggestions and information are important to us. Portions of the
Product may provide you and other users an opportunity to submit, post, display,
transmit and/or exchange information, ideas, opinions, photographs, images, video,
creative works or other information, messages, transmissions or material to us,
the Product or other users (hereinafter: "
Content"). You understand,
acknowledge and agree that such sharing of Content is the sole responsibility of
the person from which such Content originated. This means that you, the user, and
not the Product or GeoSim, are entirely responsible for the consequences of all
sharing of Content that you upload, post, email, transmit or otherwise make available
via the Product. We do not monitor, endorse, edit or screen any Content that you
upload, post, email, transmit or otherwise make available via the Product, although
we reserve the right to do so, nor shall we be liable for any Content that is in
violation of this Agreement. Under no circumstances shall the Product or GeoSim
have or be construed to have any responsibility or liability for or in connection
with any shared Content whatsoever; however, if we determine, in our sole discretion
and judgment, that any shared Content does or may violate any of the terms of this
Agreement, we reserve the right, at any time and without limiting any and all other
rights we may have under this Agreement, at law or in equity, to: (a) refuse to
allow you to share it by posting it; (b) remove and delete said shared Content;
(c) revoke your right to use the Product; and/or (d) use any technological, legal,
operational or other means available to us to enforce the provisions of this Agreement,
including, without limitation, blocking specific IP addresses or deactivating your
registration. If the shared Content originates from you or your account, you hereby
agree that: (a) you are placing the Content in the public domain without reservation
of any rights or further control over the Content or its use and you specifically
authorize the Product and GeoSim to use such Content in whole or in part, throughout
the universe, in perpetuity in or on any and all media, now known or hereafter devised,
and alone or together or as part of other information, content and/or material of
any kind or nature; (b) you represent and warrant that (i) the Content is original
to you or fully cleared for use as contemplated herein, (ii) the Content does and
will not, in any way, violate or breach any of the terms of this Agreement, (iii)
the Content does not contain libelous, harmful, or otherwise unlawful information,
infringe or violate any copyright or other right, or contain any matter the publication
or sale of which will violate any statute or regulation, (iv) the Content is not
obscene or in any other manner unlawful, (v) the Content shall not be injurious
to the health of the user, and (vi) we shall not be required to pay or incur any
sums to any person or entity as a result of our use or exploitation of the Content;
(c) if your Content incorporates the name, logo, brand, service or trademark, voice,
likeness or image of any person, firm or enterprise, you specifically represent
and warrant that you have the right to place such Content in the public domain and
grant GeoSim the right to use such Content as described above; (d) we have the right
to delete, re-format and/or change your Content in any manner that we may determine
(although you will not be responsible for any such changes made); and (e) you will
not be entitled to any compensation because of the use or exploitation by us or
any third party of any Content you make available on the Product or any ideas or
concepts contained therein, and the submission of the Content, and/or any posting
or display thereof, is not any admission of novelty, priority or originality. The
amount of storage space on the Product per user is limited. Some Content may not
be processed due to space constraints or outbound message limitations. You understand,
acknowledge and agree that we assume no responsibility for deletion of Content or
any failure to store, receive or deliver Content in a timely manner or any other
matter relating to the posting of Content by you or other users and individuals.
If you believe that any content on the Product (including, without limitation, shared
Content) violates any of the terms of this Agreement, please send an email to
legal@geosimphilly.com to send us a message about it. We
cannot guarantee that we will respond to your message and we reserve the right to
take or refrain from taking any or all steps available to us once we receive any
such message.
6. HYPERLINKS TO THIRD PARTY PRODUCTS
The appearance, availability, or your use of URLs or hyperlinks referenced or included
anywhere on the Product or any other form of link or re-direction of your connection
to, with or through the Product, does not constitute an endorsement by, nor does
it incur any obligation, responsibility or liability on the part of the Product,
GeoSim, or any of its subsidiaries, affiliates, successors and assigns, and their
respective officers, directors, employees, agents, representatives, licensors, suppliers,
and operational service providers. We do not verify, endorse, or have any responsibility
for, any such third party Products, their business practices, or any goods or services
associated with or obtained in connection with any such Product, whether the Product's
or GeoSim's logo or other identifying sign is on the third party Product as part
of a co-branding or partnership, joint venture arrangement. If any third party Product
obtains or collects Personal Information from you, in no event shall we assume or
have any responsibility or liability. Please read our Privacy Policy, which describes
how GeoSim collects and uses your Personal Information and its sharing policy in
that regard.
7. DEACTIVATION/TERMINATION OF YOUR REGISTRATION
You may deactivate your account on the Product, at any time and for any reason,
by emailing us your request to deactivate/terminate your account at
support@geosimphilly.com.
We may terminate your use of and registration on the Product, at any time and for
any reason, with or without cause, without prior notice to you and without any liability
or further obligation of any kind whatsoever to you or any other party.
8. DISCLAIMER AND LIMITATIONS OF LIABILITY
THE PRODUCT, AND ALL CONTENT, MATERIALS AND GOODS ARE MADE AVAILABLE ON AN "AS IS"
AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE PRODUCT WILL BE AVAILABLE FOR USE,
OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM
AS DESCRIBED. Without limiting the foregoing, we are not responsible or liable for
any malicious code, delays, inaccuracies, errors, or omissions arising out of your
use of the Product. You understand, acknowledge and agree that you are assuming
the entire risk as to the quality, accuracy, performance, timeliness, adequacy,
completeness, correctness, authenticity, security and validity of any and all features
and functions of the Product, including, without limitation, any and all Contents
associated with your use of the Product. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST
EXTENT PERMISSIBLE BY LAW, THE PRODUCT, GEOSIM, OR ITS RESPECTIVE SUCCESSORS AND
ASSIGNS, OR ANY OF THEIR SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, OPERATIONAL SERVICE PROVIDERS,
ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND,
DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE PRODUCT AND/OR
SERVICES OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. You further understand and acknowledge
the capacity of the Product, in the aggregate and for each user, is limited. Consequently
some messages and transmissions may not be processed in a timely fashion or at all,
and some features or functions may be restricted or delayed or become completely
inoperable. As a result, you acknowledge and agree that GeoSim assumes no liability,
responsibility or obligation to transmit, process, store, receive or deliver transactions
or Content or for any failure or delay associated with any Content and you are hereby
expressly advised not to rely upon the timeliness or performance of the Product
for any transactions or Content. Some jurisdictions do not allow for the exclusion
of certain warranties or certain limitations on damages and remedies, accordingly
some of the exclusions and limitations described in this Agreement may not apply
to you.
9. INDEMNIFICATION
You agree to indemnify, defend and hold the Product, GeoSim, or their subsidiaries,
affiliates, successors and assigns, business partners, shareholders, or any of their
respective officers, directors, employees, agents, licensors, representatives, advertisers,
operational service providers and suppliers harmless from and against any and all
claims, actions, losses, expenses, damages and costs (including reasonable attorneys'
fees), resulting from any breach or violation of this Agreement by you, or public
posting of your Content.
10. PRIVACY
We respect your privacy and the use and protection of your Personal Information.
Please see our
Privacy
Policy for important information and disclosures relating to the collection
and use of your Personal Information in connection with your use of the Product.
11. LAW THAT APPLIES TO THIS AGREEMENT; MISCELLANEOUS TERMS
This Agreement, together with any Additional Terms, such as our
Privacy Policy and any other regulations,
procedures and policies which we refer to and which are hereby incorporated by reference,
contains the entire understanding and agreement between you and GeoSim and supersedes
any and all prior or inconsistent understandings relating to the Product and your
use of the Product. This Agreement cannot be changed or terminated orally. If any
provision of this Agreement is held to be illegal, invalid or unenforceable, this
will not affect any other provisions and the Agreement will be deemed amended to
the extent necessary to make it legal, valid and enforceable. Any provision which
must survive in order to allow us to enforce its meaning shall survive the termination
of this Agreement; however, no action arising out of this Agreement or your use
of the Product, regardless of form or the basis of the claim, may be brought by
you more than twelve (12) months after the cause of action has arisen (or if multiple
causes, from the date the first such cause arose). This Agreement and your use of
the Product is governed by, construed and enforced in accordance with the internal
substantive laws of the State of Israel and, for the purposes of any and all legal
or equitable actions, you specifically agree and submit to the exclusive jurisdiction
and venue of the Competent Courts situated in Tel-Aviv Yafo, Israel and agree you
will not object to such jurisdiction or venue on the grounds of lack of personal
jurisdiction, forum non convenience or otherwise. This Agreement was last modified
on January 20th, 2008 and is effective immediately.