Ugotit! Terms of Service
Last updated: May 2018
PLEASE READ CAREFULLY THE TERMS AND CONDITIONS SET FORTH BELOW AS THEY CONTAIN IMPORTANT NOTICES REGARDING YOUR RIGHTS AND OBLIGATIONS.
These Terms of Service govern the use of the community platform offered by [uGotit] ("uGotit" “Company”, "us" "our", "we") at Company’s website (uGotit.co.il or uGotit.us the “Site”) or mobile applications. These Terms Of Service are an agreement between you (“user” “you” “your”) and the Company (“Agreement”) with respect to your use of the platform services provided by Company, the Site and mobile applications together are hereinafter collectively referred to as the “Platform.”
By using our Platform, you confirm and warrant that: (1) you are 18 years of age or older and are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (2) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.
1. Application License
Subject to your compliance with this Agreement, uGotit grants you a limited non-exclusive, non-transferable license to download and install a copy of the uGotit Application on each mobile device or computer that you own or control and run such copy of the uGotit Application solely for your own personal use. Furthermore, with respect to any Apple App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple's proprietary operating system) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. uGotit reserves all rights in the uGotit Application not expressly granted to you by this Agreement.
2. Service Providers and Clients
Our Platform is intended to enable connection between Clients and Service Providers. “Clients” are individuals and/or businesses, seeking to hire a service provider (“Service Provider”) to perform a service (“Service”). The terms of delivery or performance of such Service will be agreed directly between the Client and the Service Provider in what we refer to as an “Order”. Clients and Service Providers together are hereinafter referred to as “Users.”
COMPANY DOES NOT PERFORM THE SERVICE AND DOES NOT EMPLOY INDIVIDUALS OR PROFESSIONALS TO PERFORM THE SERVICE. COMPANY DOES NOT SUPERVISE, DIRECT OR CONTROL THE SERVICE PROVIDER’S WORK IN ANY MANNER.
The Platform only enables connections between Users for the fulfilment of Services. Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Orders, Service, Service Providers, Clients, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the Service requested and/or provided by Users identified through the Platform whether in public, private, or offline interactions.
3. No User Screening
Company does not perform any screening process to Users before they can register to the Platform. Company cannot confirm that each User is who they claim to be and therefore, Company cannot and does not assume any responsibility for the accuracy or reliability of identity or any information provided through the Platform.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM AND YOU HEREBY RELEASE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM AND/OR INTERACTIONS WITH OTHER USERS.
4. Order of Service
You acknowledge and agree that the Order is a contract formed when you agree on the terms of a Service with another User. The terms of the Order include the terms set forth in this Section 3, the engagement terms accepted via the Platform, and any other contractual terms accepted by both the Client and the Service Provider to the extent such terms do not conflict with the terms in this Section 3 and do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Order and the formation of the Order will not, under any circumstance, create an employment or other service relationship between Company and the Service Provider.
Unless expressly agreed by the Client in the Order, it is expected that the Service Provider will personally perform the Service. If Client agrees that the Service will be provided by an assistant or helper of the Service Provider, such assistant/helper become a registered Service Provider on the Platform pursuant to Company's policies as described on the Platform. The Service Provider assumes full and sole responsibility for the payment of all compensation, benefits and expenses of its helpers and assistants and for all required and applicable state and federal income tax withholdings as to the Service Provider and all persons engaged by the Service Provider in the performance of the Service.
5. Payment by Clients
Payment for Service ordered through the Platform is made directly from the Client to the Service Provider and not by Company. The Client will pay Service Provider in method of payment to be agreed by them in the Order. In the future the Company may offer billing, payment and processing services, subject to additional terms to be published to the Users.
When any User, Client or Service Provider, receives confirmation through the Platform that the other respected User determined an Order as completed, such User will have to actively approve the Service is indeed complete through the approving feature. In doing so the User states that the Service was completed and performed to the User's satisfaction. Company may publish that such Order was completed with the rating of Client and Service Provider as to the quality of the Service and/or interaction between them, as well as comments and/or recommendations of the Users on the overall performance of each other, which will appear on the Users' personal profile page in the app.
Service Providers will be solely liable for the payment of any taxes , levies, imports, duties or charges levied in any jurisdiction from or through which payment is made or where the payer is located (including VAT, if applicable) resulting from the income generated through the Platform and any payments required to be paid on the services provided under the Order. The Service Provider herby acknowledges, abides and explicitly agrees to any relevant and/or local and/or applicable law.
For the avoidance of doubt uGotit shall make any deduction to payments according to any applicable law.
The Platform is only a venue for connecting Users. Because Company is not involved in the actual contact between Users or in the completion of the Order, in the event that you have a dispute with one or more Users, you release Company and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS.
7. Public Areas
The Platform may contain profiles, message boards, applications, job postings, comment areas, ratings and/or other message or communication facilities that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum. For the safety and integrity of the Platform, you may not share your personal contact information with other Users via the public areas of the Platform.
Private Messages and Non-Public Communications: We provide certain features that allow you to communicate more privately. For example, you can use Private Messages to have private conversations with other Users. When you privately communicate with others through our Services, such as by sending and receiving Private Messages, we will store and process your communications, and information related to them. Please note that if you interact with public content shared with you via Private Message, for instance by recommending a User or Service Provider shared via Private Message, those interactions may be public. While features like Private Messages are intended to be private, please remember that recipients may copy, store, and re-share the contents of your communications.
You understand that all submissions made to public areas will be public and that you will be publicly identified by your name or login identification when communicating in public areas, and Company will not be responsible for the action of any Users with respect to any information or materials posted in public areas.
Whenever you make use of a feature that allows you to provide comments or rating to Users' Service, share content, add links, upload content or to interact or share content with other Users, you must comply with the conditions set forth herein and with those published by the websites where such content is displayed (Facebook, Twitter, Foursquare, Google etc.).
UNDER NO CIRCUMSTANCES WHATSOEVER WILL COMPANY OR ANY OF ITS SUPPLIERS OR AFFILIATES BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY INFRINGEMENT OF THIRD PARTY'S RIGHT, LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY USER'S CONTENT UPLOADED VIA THE PLATFORM.
8. Rules of Conduct
You confirm and agree that while using the Platform you may not:
Defame, shame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Company staff, or use information learned from the Platform or during the performance of Services to otherwise defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of any other User or Company staff outside of the Platform.
Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
Adapt, alter, license, sublicense or translate the Platform for your own personal or commercial use.
Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Company.
Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer and/or cellular device.
Post or upload any content to which you have not obtained any and all necessary rights or permissions to use accordingly.
Advertise or offer to sell any goods or services for any commercial purpose through the Platform which are not relevant to the services offered through the Platform.
Conduct or forward surveys, contests, pyramid schemes, or chain letters.
Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments.
Distribute or offer any Service or materials in manner that is inconsistent or violates applicable laws and/or regulations, including without limitation copyright law, Anti-Spam, data protection laws and/or other or constitutes unauthorized or unsolicited advertising, "junk" or bulk email.
Imply that any statements you make are endorsed by Company.
Use any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Platform to data-mine, data-crawl, scrape or index the Platform in any manner.
Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner.
Use the Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the Platform as set forth herein.
Use the Platform to collect usernames and or/email addresses of Users by electronic or other means.
Use the Platform in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining Company’s trade secret information for public disclosure or other purposes.
Hack or interfere with the operation of the Platform, our servers or any connected networks.
Attempt to circumvent any payment system or service fees to the extent published by Company in anyway including, but not limited to, processing payments outside of the Platform, including inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;
Register under different usernames or identities, after your account has been suspended or terminated or register under multiple usernames or identities.
Use the Platform for any purpose, in violation of local, state, national, or international law.
Cause any third party to engage in the restricted activities above.
9. Disputes and Cancellations
As uGotit is a community based on the values of our members helping each other and mutually benefiting from each interaction, we encourage our Users to try and settle conflicts amongst themselves. If for any reason this fails or if you encounter non-permitted usage on the Platform, Users can contact uGotit's Customer Support department for assistance at support@uGotit.us.
AS A RULE: Once at least one of the Users in any specific Order, Client or Service Provider, marks the Order as complete - Orders are NOT eligible to be cancelled based on the QUALITY of Service - if the Service was rendered as described by the Client in his/her Order.
Clients may rate their experience with the Service Providers via the rating page that will automatically appear after the Service is completed, including the overall level of Service quality received (“Rating”), and it will appear on the Service Provider’s personal profile page.
Once one User in any transaction, Client or Service Provider, marks the Order as complete - Order cancellations can be performed on uGotit, when eligible, solely by our Customer Support per Order.
Customer Support will NOT take any action against Orders where the Clients failed to inform their Service Provider of issues related to the Service Provider’s Service and will allow Service Providers to provide a resolution first. This does not include non-permitted usage of uGotit.
uGotit reserves the right to cancel Orders or place funds on hold for any suspected fraudulent transactions made on the Platform.
Any non-permitted usage of uGotit encountered during an Order, after being reviewed by our Customer Support team, may result in the Order being cancelled. This includes, but not limited to; harassment, unlawful behaviour, or other violations to uGotit’s Terms of Service.
Note: Multiple reported offences may result in permanent suspension of your account.
uGotit does not automatically refund payments made for cancelled orders back to your payment provider. Funds from order cancellations are refunded to the Client's balance as credit and are available for future purchases on uGotit. Funds returned to your balance from cancelled orders will not include processing fees paid.
You agree that Company, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) and remove and discard all or any part of your account or any User materials/content, at any time. We may also in our sole discretion and at any time discontinue providing access to the Platform, or any part thereof, with or without notice. Company may also block access of certain Users to the Platform. You agree that we will not be liable to you or any third party for any such termination. Without limiting the generality of the foregoing, or derogating from other remedies, Company reserves the right to terminate access to the Platform and remove all materials or content posted by any persons who use the Platform for illegal purposes, privacy violations or copyright infringing activities. Any actual or suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities.
Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Platform at its sole discretion. Except for refundable fees if paid by you to the Company (to the extent any features require payment), Company is not liable to you for any modification or discontinuance of all or any portion of the Platform. Notwithstanding anything to contrary in this Section 9, Company has the right to restrict anyone from completing registration as a Service Provider if, in Company’s discretion, such restriction is necessary to address any reasonable business concern.
Termination for breach, suspension and other measures
uGotit may immediately, without notice terminate this Agreement if (i) you have materially breached any of the terms of this Agreement or our policies, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information in your User Account or otherwise, (iii) you have violated applicable laws, regulations or third party rights, or (iv) uGotit believes in good faith that such action is reasonably necessary to protect the safety or property of other Users, uGotit or third parties, for fraud prevention, risk assessment, security or investigation purposes.
In addition uGotit may deactivate or delay User Generated Content, cancel any pending or confirmed Orders, limit your registration as a User, or your use of or access to your uGotit Account and the Platform temporarily or permanently, revoke any special status associated with your uGotit Account, or temporarily or permanently suspend your uGotit Account if (i) you have breached this Agreement, or for receiving poor ratings from Clients, or (ii) uGotit believes in good faith that such action is reasonably necessary to protect the safety or property of Users, uGotit or third parties, for fraud prevention, risk assessment, security or investigation purposes.
You may terminate your account and your right to use the Services at any time and for any reason or no reason, by contacting our customer support at support@uGotit.us, and immediately discontinuing all use of the Platform.
If Company terminates or suspends your right to use the Platform due to your breach of this Agreement, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In such event, we may communicate to your Clients that a pending or confirmed Order has been cancelled and you will not be entitled to any compensation for confirmed Orders that were cancelled.
If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your User Generated Content, including but not limited to any reviews or Feedback.
When this Agreement comes to an end, all of the legal rights, obligations and liabilities that you and Company have benefited from, been subject to (or which have accrued over time whilst the Agreement have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.
Even after your right to use the Platform is terminated or suspended, this Agreement will remain enforceable against you.
11. Account, Password, Security and Mobile Phone Use
You must register with Company and create an account to use the Platform. You are the sole authorised user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing the Platform. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact Company immediately.
By providing your mobile phone number and using the Platform, you hereby affirmatively consent to our use of your mobile phone number for calls and texts in order to perform and improve our Services to you. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from us by modifying your account settings on the Site or Company’s mobile application, or by emailing Support@uGotit.us.
12. Your Information, Content and Likeness
“Your Information” is defined as any information and materials you provide to Company or other Users in connection with your registration for and use of the Platform, including without limitation content that posted or transmitted for use in public areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. The information and materials described in this Section, as provided by each User, is collectively referred to herein as “User Generated Content.”
You hereby represent and warrant to Company that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libellous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
The Platform hosts User Generated Content relating to reviews and ratings of Service Providers (“Feedback”). Such Feedback is such User’s opinion and not the opinion of Company, has not been verified or approved by Company and each Client should undertake their own research to be satisfied that a specific Service Provider is the right person for a Service. You agree that Company is not liable for any Feedback or other User Generated Content. Company encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Company does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Company do so.
You retain all your ownership rights in original aspects of your User Generated Content and Your Marks.
By submitting User Generated Content to the Platform, you hereby grant uGotit, and its affiliates, sub-licensees, partners and designees, a worldwide, non-exclusive, royalty-free, fully-paid, sub-licensable and transferable right to exercise all copyright, publicity rights, and any other rights you have in Your Information, and to use, edit, modify, delete, reproduce, distribute, broadcast, host, share, publicly perform, publicly display, make available to the public, reformat, translate and prepare derivative works based upon such User Generated Content, including derivatives of your picture, silhouette and other reproductions of their physical likeness, reproduce in all media any recordings of User's voice (to the extent submitted by User to the Platform), and all related instrumental, musical, or other sound effects, made in connection with the Platform and/or otherwise use your User Generated Content in connection with the provision of the Platform and our services as offered thereby, place advertising and promotions in conjunction with User Generated Content and/or for promoting and distributing the Platform in any media formats and through any media channels now known or hereafter developed. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of so-called "moral rights" or attribution with respect to your User Generated Content.
You further grant each User of the Service a worldwide, non-exclusive, royalty-free, fully paid, license to access your User Generated Content through the Platform.
You further allow us to use and distribute any service marks, trademarks and logos included in your User Generated Content ("Your Marks"); provided that we will not modify Your Marks and use them in connection with the provision of the Platform and our services as offered thereby, and for promoting and distributing the Platform.
Each Service Provider hereby waives all rights and releases Company from, and shall neither sue nor bring any proceeding against Company or any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Service Provider’s identity, likeness or voice in connection with the Platform.
Each Service Provider acknowledges that Company shall not owe any financial or other remuneration for using the content, marks or recordings provided hereunder by such Service Provider, either for initial or subsequent transmission or playback, and further acknowledges that Company is not responsible for any expense or liability incurred as a result of such Service Provider’s recordings or participation in any recordings, including any loss of such recording data.
13. Inaccurate or Offensive User Content
You acknowledge that uGotit cannot guarantee any anonymity or confidentiality with respect to any User Generated Content that it is strongly recommended that you carefully choose your User Generated Content and privacy settings. You further acknowledge that all User Generated Content are provided for free and are the sole responsibility of the person from whom such User Generated Content originated. This means that you, and not uGotit nor any of its affiliates, are entirely responsible for all User Generated Content that you upload, post, transmit or otherwise make available through the Platform. uGotit does not endorse any User Generated Content or any opinion, recommendation, or advice expressed therein, and uGotit expressly disclaims any and all liability in connection with User Generated Content. You shall be solely responsible to back up any User Generated Content before using it by means of the Platform.
You acknowledge that uGotit does not pre-screen, approve, monitor or control any User Generated Content. You understand that when using the Platform or any Service, you may be exposed to User Generated Content from a variety of sources, and that uGotit does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of, or relating to, such User Content. You may be exposed to User Generated Content that is inaccurate, offensive, indecent or objectionable.
YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU MAY HAVE AGAINST uGotit WITH RESPECT TO SUCH CONTENT. ANY USE OR RELIANCE ON ANY CONTENT POSTED THROUGH THE PLATFORM OR OBTAINED BY YOU THROUGH THE SERVICE IS AT YOUR OWN RISK.
uGotit reserves the right, in its sole discretion, to refuse to allow any User Generated Content on the Service, or to edit or remove any User Content at any time with or without notice.
14. Links to Other Websites or Services
The Platform may contain links (such as hyperlinks) to third-party websites or applications. Such links do not constitute the endorsement by Company of those sites or their content. They are provided as an information service, for reference and convenience only. Company does not control any such sites, and is not responsible for their (1) availability or accuracy, or (2) content, advertising, or products or services. The existence of links on the Platform to such websites/apps (including without limitation external websites that are framed by the Platform as well as any advertisements displayed in connection therewith) does not mean that Company endorses any of the material on such websites, apps or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites/apps.
Third Party Social Networks
As part of the functionality of the Platform, you may link your account with online accounts you may have with third party service providers (such as Facebook, Twitter, Instagram, each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through the Platform; or (ii) allowing Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Company and/or grant Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) Company may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “SNS Content”) so that it is available on and through the Platform via your account, including without limitation any friend lists, and (ii) Company may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be User Generated Content for all purposes of this Agreement. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Platform. Please note that if a Third Party Account or associated service becomes unavailable or Company’s access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through the Platform. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any SNS Content. You acknowledge and agree that, subject to your privacy settings and permissions, Company may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Platform.
15. Intellectual Property Rights
The Platform, including all text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content therein, including any modifications, enhancements and derivatives thereof (collectively “Proprietary Material”) and all intellectual property rights therein is owned exclusively by Company and/or its licensors, excluding however User Generated Content that Company has the right to use. Company owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a "collective work". The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Platform without Company's express prior written consent and, if applicable, the holder of the rights to the User Generated Content.
Company grants you a non-exclusive, non-transferable, non-sublicensable, royalty-free license to access the Platform and the services offered thereby the content provided thereon, solely for your personal use. You are prohibited from using, including, without limitation, copying or making any alteration of or derivative works based upon, the Platform or any such content for any purpose other than your own personal uses and at all times subject to this Agreement.
Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior written permission of Company and, if applicable, the holder of the rights to the User Generated Content.
With the exception of User Generated Content submitted to the Platform by you, you are not granted any right and/or license, or ownership including any copyright, trade mark and other intellectual property rights to any content. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Company or, where applicable, its licensors.
The service marks and trademarks of Company, including without limitation 'uGotit' and Company logos are service marks owned by Company. Any third party trade or service marks present on content not uploaded or posted by you are trade or service marks of their respective owners. Company and its licensors reserve all rights not expressly granted in and to their content.
16. Copyright Claims
uGotit operates a clear copyright policy in relation to any content which is alleged to infringe the copyright of a third party pursuant to the principals of the notice and take down procedure set forth herein.
uGotit reserves its right to remove your User Generated Content according to its notice and removal procedure set forth in the foregoing policy.
If you believe your copyright protected work was posted on uGotit Platform or any service thereon you may submit a copyright infringement notification to our Copyright Agent at Support@uGotit.us.
These requests should only be submitted by the copyright owner or an agent authorised to act on the owner’s behalf. We will make reasonable efforts to address your request in timely manner.
Your infringement notice must include the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works at the Service;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit uGotit to locate the material;
Information reasonably sufficient to permit uGotit to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you choose to request removal of content by submitting an infringement notice, please remember that you are initiating a legal process. Do not make false claims. Misuse of this process may result in the suspension of your account or other legal consequences.
As part of uGotit’s copyright policy, uGotit will terminate user access to the Platform if a user has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice.
For clarity, only Copyright Infringement notices should go to the uGotit Copyright Agent at Support@uGotit.us. Any other feedback, comments, requests for technical support or other communications should be directed to uGotit customer service through Support@uGotit.us.
17. Confidential Information
You acknowledge that any non-public information that is exchanged between you and other Users, whether as a Client or Service Provider may contain confidential information regarding such User. You undertake not to disclose, transfer or use any such information for any purpose other than disclosure to your authorised employees and agents who are bound to maintain the confidentiality. You shall use best efforts to protect confidential information of other Users from unauthorised disclosure, transfer or use.
You further acknowledge that Company cannot guarantee that other Users maintain confidentiality with respect to Users' information and therefore you should carefully consider what information you share with other Users.
18. Disclaimer of Warranties
USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK.
YOU ACKNOWLEDGE AND AGREE THAT uGotit DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USER, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. EVEN IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.
THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY ANY USER OR THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY OTHER USER AND/OR ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS OR ANY SERVICE THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ANY SERVICE PROVIDERS AND CLIENTS. YOU UNDERSTAND THAT uGotit DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO TRY OR REVIEW ANY SERVICES. uGotit MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED PURSUANT TO YOUR USE OF THE PLATFORM.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.
COMPANY AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
IN ADDITION, EACH CLIENT IS RESPONSIBLE FOR DETERMINING THE SERVICE AND SELECTING THEIR SERVICE PROVIDER AND COMPANY DOES NOT WARRANT ANY GOODS OR SERVICES PURCHASED BY A CLIENT AND DOES NOT RECOMMEND ANY PARTICULAR SERVICE PROVIDER. COMPANY DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY SERVICE PROVIDER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.
19. No Liability
YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS ONLY WILLING TO PROVIDE THE PLATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY, ITS AFFILIATES, ITS LICENSORS, ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS AND/OR ANY DESTRUCTION OF YOUR INFORMATION.
UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE SERVICE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK OR SERVICES PERFORMED PURSUANT TO USE OF THE PLATFORM.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT COMPANY OR ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR ANY DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LESSER OF (a) $100; OR (b) THE TOTAL FEES PAID BY YOU TO COMPANY, IF ANY DURING THE THREE (3) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
20. No Worker's Liability
COMPANY DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS OR PROFESSIONALS TO PERFORM SERVICES. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.
No User may grant any warranties, promises, undertake any commitments or enter into written or oral contracts (implied or express) on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, or control a Service Provider’s work or Services performed in any manner.
Company is not responsible for and will not be liable for any tax payments or withholding on any fees charged by the Service Provider, insurance, social security or other rights or benefits of any User.
Each Service Provider agrees to indemnify, hold harmless and defend Company from any and all claims and liabilities arising from claims or a determination by a court, arbitrator, government agency or other body that such Service Provider was misclassified as an independent contractor, or as an employee of Company (including, but not limited to, taxes, penalties, interest and attorney’s fees), or any claims under any applicable employment-related laws.
You hereby agree to indemnify, defend, and hold harmless Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with (i) your acts or omissions, services, work, negligence or willful misconduct (ii) use or inability to use the Platform, or (iii) any content submitted by you or using your account to the Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification.
YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM OR MATTER WHICH FALLS UNDER INDEMNIFICATION, WITHOUT THE WRITTEN CONSENT OF COMPANY.
22. Reporting Misconduct
If you engage a Service Provider who you feel is acting or has acted inappropriately you should notify us. If such inappropriate behavior is violent or illegal you should report the incident to the enforcement authorities.
23. Special Promotions
Company may from time to time provide certain promotional opportunities, sweepstakes and contests to Users. All such promotions will be run at the sole discretion of Company, and can be activated, modified or removed at any time by Company without advance notification and the liability of any of Company’s partners pursuant to such promotional opportunities, sweepstakes and contests shall be limited pursuant to Section 17 of this Agreement.
24. General Provisions
The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, including by operation of law or otherwise, but may be assigned by uGotit without restriction. The heading references herein are for convenience only, do not constitute a part of the Agreement, and will not be deemed to limit or affect any of the provisions hereof.
You agree that if uGotit does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which uGotit has the benefit of under any applicable law), this will not be taken to be a formal waiver of uGotit's rights and that those rights or remedies will still be available to uGotit.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the terms of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.
The Agreement and your relationship with uGotit under the Agreement, shall be governed by laws of the State of Israel. You and uGotit agree to submit to the exclusive jurisdiction of the courts of Tel-Aviv to resolve any legal matter arising from the Agreement. Notwithstanding this, you agree that uGotit shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.
25. Changes to this Agreement and the Platform