Welcome to this website of Topodia, Ltd. (the
"Site") and the downloadable Topodia application (the “Application”).
Introduction
Please read the following Terms and Conditions of Use
carefully before using this Site or using our Application, so that you are
aware of your legal rights and obligations with respect to Topodia Ltd. and its
parents, affiliates and subsidiaries (individually and collectively, "Topodia").
By using this Site you may access software, including the Topodia
Application, made available to you by Topodia. As used in these Terms and
Conditions of Use, the term, “Software” includes the Topodia Application, any
other software owned or controlled by Topodia which you have selected for
downloading and installation, and any online or enclosed documentation, data
distributed to your computer for processing and any future programming fixes,
updates and upgrades provided to you.
Using this Site or the Software, you may access some or all
of the services (the “Services”) offered by Topodia and its licensors and
authorized business partners (the “Topodia Providers”).
By using this Site, the Services, or downloading and/or
using the Software, you signify your acceptance of these Terms and Conditions
of Use. You also agree to ensure that anyone who uses this Site, the Software
or the Services on your computer also abides by the Terms and Conditions of
Use. Topodia has the right to revise the Terms and Conditions of Use at any
time without providing notice to its users. Your continued use of this Site,
the Software or the Services shall be deemed acceptance of those revisions. We
reserve the right to change, modify, suspend or discontinue any portion of this
Site, the Software or the Services at any time. We may also impose limits on
certain features or restrict your access to parts or the entire Site without
notice or liability.
If you do not agree to (or
cannot comply with) these Terms and Conditions of Use, as amended, you must
stop using the Site, Software, and Services. You will be deemed to have
accepted these Terms and Conditions of Use, as amended, if you continue to use
the Site, Software or Services after any amendments are posted. This
license will terminate upon conditions set forth elsewhere within these Terms
and Conditions of Use or if you fail to comply with any term or condition of these
Terms and Conditions of Use. In such event, no notice shall be required by Topodia
to effect such termination. The license for use of the Software and aspects of
the Services which may only be accessible through the Software is governed by
the applicable Service’s or Software's end user license agreement if there is
any conflict between these Terms and Conditions
of Use and any other end user license agreement for the Software or
applicable Service.
Privacy
Your privacy is very important to us at Topodia. To better
protect your rights we have provided a Topodia Privacy Policy, available on the
Topodia web site, to explain our privacy practices in detail.
Accounts
You may search and browse the Topodia web site without
registering or creating an account. If you desire to download and install the
Software, or publish content to the Topodia site, then you must register with Topodia
and open a Topodia account (“Account”). You represent, covenant and agree that
you will access the Services in connection with your Account only from the
country you identify as your residence when you establish your account. As
part of the registration process, each user will select a password
("Password") and User Name ("User Name"). You agree to
provide Topodia with accurate, complete, and updated Account information.
Failure to do so will constitute a breach of these Terms and Conditions of Use,
which may result in immediate termination of your Account. You may not (i)
select or use a User Name of another person with the intent to impersonate that
person; (ii) use a name subject to the rights of any other person without
authorization; or (iii) use a User Name that Topodia, in its sole discretion,
deems inappropriate or offensive. You shall notify Topodia of any known or
suspected unauthorized use(s) of your Account, or any known or suspected breach
of security, including loss, theft, or unauthorized disclosure of your
Password. You will be responsible for maintaining the confidentiality of your
Password. Topodia may immediately terminate your Account, or suspend your
access to your Account, without notice, for conduct that Topodia believes is:
(i) illegal, fraudulent, harassing or abusive;(ii) a violation of these Terms
and Conditions of Use, any other policies or guidelines posted by Topodia; or
(iii) harmful to other users, third parties, the Services, or the business
interests of Topodia. If Topodia has terminated a portion, but not all, of your
access to the Services for the foregoing reasons, you will nevertheless be
responsible for all the charges for the Services, if any. Use of an Account for
illegal, fraudulent or abusive purposes may be referred to law enforcement
authorities without notice to you. If you file a claim against Topodia, or a
claim which in any way involves Topodia, then Topodia may terminate your
Account. Upon termination of your Account by Topodia for any of the above-mentioned
reasons, you will not establish a new Account for a period of not less than
five years from the date of termination. Upon termination of your Account, Topodia
will have no obligation to notify any third parties nor will Topodia be
responsible for any damages that may result or arise out of termination of your
Account.
Use of Software
The Software made available by download from this Site is
the copyrighted work of Topodia. Use of the Software is governed by the terms
of the end user license agreement that accompanies or is included with such
Software. You will not be able to download or install any Software that is
accompanied by or includes an end user license agreement unless you agree to
the terms of such end user license agreement. If you do not agree to such
terms, you will not be able to use the Software.
Individuals under 18 years of age.
If you are between the ages of 13 and 18, please make sure
you have permission to subscribe to the Services from your parent or guardian.
Individuals under 13 years of age.
Pursuant to the provisions of the United States Federal
Children’s Online Privacy Protection Act (COPPA), our policy is to refuse
individuals under the age of 13 years of age to submit information to the Site
or to install and/or use the Software and the Service. If you are under 13
years of age, you are not permitted to install the Software or use the Site
and/or the Service. If you are under 13 years of age and you have either agreed
to our End User’s License Agreement or created an account through the Site by
lying about your age, you are in violation of our End User’s License Agreement,
these Terms and Conditions of Use, and our Privacy Policy. You must immediately
discontinue any use of this Site, uninstall the Software and discontinue any
use of the Service.
Copyright Information
As noted above, the Service, the
Software and the Materials contain and/or comprise copyrighted or other
proprietary subject matter, and your use of them is governed by these Terms and
Conditions of Use, certain end-user license agreements, and applicable law.
Disclaimer
*READ THIS CAREFULLY* THE SITE, THE SOFTWARE AND THE
SERVICES ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR
REPRESENTATIONS MADE BY TOPODIA, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH
RESPECT TO THIS SITE, THE SOFTWARE OR THE SERVICES, INCLUDING WARRANTIES OF
QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE
OF PERFORMANCE, OR TRADE USAGE. TOPODIA FURTHER DOES NOT REPRESENT OR WARRANT
THAT THE SITE, THE SOFTWARE OR THE SERVICES WILL ALWAYS BE AVAILABLE,
ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, VIRUS-FREE OR
ERROR-FREE.
TOPODIA WILL USE REASONABLE EFFORTS TO PROTECT PERSONAL
INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU
ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF ANY INFORMATION IS AT YOUR SOLE
RISK, AND TOPODIA HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR
LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE
OR PERFORMANCE OF THE SITE, THE SOFTWARE AND THE SERVICES REMAINS WITH YOU TO
THE MAXIMUM EXTENT PERMITTED BY LAW.
Some states do not allow the disclaimer of implied
warranties, so the foregoing disclaimer may not apply to you. This warranty
gives you specific legal rights and you may also have other legal rights that
vary from state to state.
Limitation of Liability
*READ THIS CAREFULLY* You understand and agree that Topodia
shall not be liable to you for any direct, indirect, incidental, special,
consequential or exemplary damages, including without limitation damages for
loss of profits, goodwill, use, data or other intangible losses (even if Topodia
has been advised of the possibility of such damages), resulting from: (a) the
use or the inability to use the Site, the Software and/or the Services; (b) the
cost of procurement of substitute services or content resulting from any
services obtained through or from the Site, the Software and/or the Services;
(c) unauthorized access to or alteration of your transmissions or data; (d)
statements or conduct of any third party on the Site, the Software and/or the
Services; (e) inaccuracies, mistakes, or errors of content; (f) personal injury
or property damage of any nature whatsoever resulting from your access to and
use of the Site, the Software and/or the Services; (g) any bugs viruses, Trojan
horses, or the like, which may be transmitted to or though the Site, the
Software and/or the Services by a third party; or (h) any other matter relating
to the Site, the Software and/or the Services, whether based on warranty,
contract, tort, or any other legal theory. In the event this limitation of
liability shall be for any reason held unenforceable or inapplicable, you agree
that the aggregate liability of Topodia shall not exceed the amount of Australian
$25.
YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR
DISSATISFACTION WITH THE SITE, THE SOFTWARE AND/OR THE SERVICES IS TO
DISCONTINUE ANY USE OF THE SITE AND/OR UNINSTALL AND CEASE USE OF SUCH SOFTWARE
AND SERVICES.
Some states do not allow the limitation of liability, so the
foregoing limitation may not apply to you.
Links to Third Party Sites
The links throughout this Site will let you leave Topodia's
Site. These links are provided as a courtesy only, and the sites they link to
are not under the control of Topodia in any manner whatsoever. Therefore, Topodia
is in no manner responsible for the contents of any such linked site or any
link contained within a linked site, including any changes or updates to such
sites. Topodia is providing these links merely as a convenience, and the
inclusion of any link does not in any way imply or express affiliation,
endorsement or sponsorship by Topodia of the site and/or any of its content
therein.
Online Behavior and Prohibited Uses of the Software
You understand that all information, data, text, software,
music, sound, photographs, graphics, video, messages or other materials
("Content"), whether publicly posted or privately transmitted, are
the sole responsibility of the person from which such Content originated. This
means that you, and not Topodia, are entirely responsible for all Content that
you upload, download, post, email, transmit or otherwise make available via
this Site, the Software or the Services. Topodia does not control the Content
posted via this Site, the Software or the Services and does not guarantee the
accuracy, integrity or quality of such Content. You understand that by using
this Site, the Software or the Services, you may be exposed to Content that is
offensive, indecent or objectionable and you may be exposing others to Content
that others find objectionable. 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. You acknowledge that you
may not rely on any Content submitted to Topodia including, through this Site
or the Services. Notwithstanding anything to the contrary, you may not:
-
remove any proprietary notices from this Site, Services, the Software or
any copy thereof;
-
cause, permit or authorize the modification, creation of derivative
works; translation, reverse engineering, decompiling or disassembling of the
Software;
-
sell, assign, rent, lease, act as a service bureau, or grant rights in
the Software or Services, including, without limitation, through sublicense, to
any other entity without the prior written consent of Topodia;
-
export or re-export the Software in violation of U.S. export laws;
-
use this Site, the Software or Services for any commercial purpose or
the benefit of any third party or any manner not permitted by the license grant;
-
use the Topodia Software or Services to access any content files
accessible through the Topodia Software without the permission of the publisher
of the content files;
-
copy the Topodia Software (other than a single copy for your own backup
purposes);
-
access, create or modify source code of the Software in any way;
-
use the Topodia Software or Services to, or in any way that would,
violate any applicable law, regulation or ordinance; or
-
use the Topodia Software or Services to develop, generate, transmit or
store information that: (A) infringes any third party's intellectual property
or other proprietary right; (B) is defamatory or harmful; or (C) in any way
obstructs or otherwise interferes with the normal performance of another
person's use of the Topodia Software or Services.
-
use any unlicensed or unauthorized copies of the Software;
-
collect any information or communication about the users of the this
Site, Services, the Software by monitoring, interdicting or intercepting any
process of or communication initiated by this Site, Services, the Software or
by developing or using any software or any other process or method that engages
or assists in engaging in any of the foregoing;
-
with the exception of completely deleting any Software from your
computer, and those actions permitted by your manual use of the user interface
provided as part of the Software, take any action, including downloading and/or
using third party software, that (1) modifies the settings of the Software as
it functions with your computer, or (2) otherwise modifies, alters, blocks or
interferes with the functioning of the Software and the security and content
rights management software and functionality of the software and files
downloaded from the Service;
-
attempt to hack this Site, Services, the Software or any communication
initiated by the this Site, Services, or the Software or to defeat or overcome
any encryption and/or other technical protection methods implemented by Topodia
or its licensors with respect to this Site, Services, the Software and/or data
and/or content transmitted, processed or stored by Topodia or other users of this
Site, Services, the Software; or
-
take any steps to interfere with or in any manner compromise any of Topodia’s
security measures.
Topodia may be required to
disclose information to individuals asserting rights under the Digital
Millennium Copyright Act and similar laws, and you expressly authorize Topodia
to comply with any and all lawful notices, subpoenas, court orders or warrants
without prior notice to you.
Your Representations and Warranties
You represent, promise and warrant that:
-
you possess the legal right and ability to enter into this Terms and
Conditions of Use and to comply with its terms;
-
you will use this Site, the Software and Services for lawful purposes
only and in accordance with this Terms and Conditions of Use, applicable end
user license agreement(s) and all applicable laws, regulations and policies;
-
you will not attempt to decompile, reverse engineer or hack the
Software, or the Services or to defeat or overcome any encryption and/or
digital rights management technology implemented by Topodia with respect to
this Site, the Software, the Services and/or data transmitted, processed or
stored by Topodia, the Software or the Services;
-
you will not attempt to tamper with, violate, breach, circumvent,
disrupt, hack or in any manner compromise any security measures employed by Topodia
or Topodia's third party partners to protect the content and files distributed
by Topodia, including, but not limited to altering, duplicating, transferring,
deleting, eliminating, manipulating or tampering with such files;
-
you will not take any steps to interfere with or in any manner
compromise any of Topodia's security measures, the security measures of Topodia's
third party redemption partners, Promotional Programs administrators, or other Topodia
Providers; and
-
you will only use this Site, the Software and Services on a computer on
which such use is authorized by the computer's owner.
Notification of Copyright Infringement
Topodia will investigate notices of copyright infringement
and take appropriate actions. If you believe that your work has been used or
copied in a way that constitutes copyright infringement and such infringement
is occurring on or through this Site, the Software or the Services, please
notify Topodia's Copyright Agent. Pursuant to Title 17, United States Code,
Section 512(c)(3), a notification of claimed infringement must be a written
communication addressed to the designated agent as set forth below (the Notice
), and must include substantially all of the following:
(a) a physical or electronic signature of the person
authorized to act on behalf of the owner of the copyright interest that is
alleged to have been infringed;
(b) a description of the copyrighted work or works that you
claim have been infringed (“infringed work”) and identification of what
material in such work(s) is claimed to be infringing (“infringing work”) and
which you request to be removed or access to which is to be disabled;
(c) a description of the exact name of the file on the Topodia
Software, the Services or this Site (and the location of the file, if it
appears on this Site) that you claim is infringing or if the infringed work
appears on a site linked to from this Site, the Software or Services, where the
material that you claim is infringing is located on such site;
(d) information sufficient to permit Topodia to contact you,
such as your physical address, telephone number, and email address;
(e) a statement by you that you have a good faith belief
that the use of the material identified in your Notice in the manner complained
of is not authorized by the copyright owner, its agent, or the law;
(f) a statement by you that the information in your Notice
is accurate and, under penalty of perjury that you are the copyright owner or
authorized to act on the copyright owner's behalf.
Indemnity
You agree to indemnify, hold harmless and defend Topodia, Topodia
Providers, their affiliates, parent companies, subsidiaries, officers,
directors, employees, advertising and promotions agencies, representatives or
agents (collectively, the Indemnified Parties ), at your expense, against any
and all third-party claims, actions, proceedings, and suits and all related
liabilities, damages, settlements, penalties, fines, costs and expenses
(including, without limitation, reasonable attorneys' fees and other dispute
resolution expenses) incurred by any Indemnified Party arising out of or
relating to your (a) violation or breach of any term of this Terms and
Conditions of Use or any policy or guidelines referenced herein, or (b) use or
misuse of this Site, the Software and/or Services.
Trademarks
All trademarks, service marks, logos, trade names, and any
other proprietary designations of Topodia used herein are trademarks or
registered trademarks of Topodia. Any other trademarks, service marks and trade
names are the trademarks or registered trademarks of their respective parties. You may not copy, display or use any of these marks
without prior written permission of the mark owner.
Compliance with Law
The Service is controlled and operated by Topodia from its
offices in Israel. You agree to comply with all local, state, federal, and
national laws, statutes, ordinances, and regulations that apply to your use of
the Service.
Governing Law
This Terms of Service shall be governed by and construed in
accordance with the laws of Israel, without regard to conflict of law rules
thereof. Any action brought by you against Topodia arising out of this Terms of
Service shall be brought exclusively in the courts located Israel, and any
action brought by Topodia against you arising out of these Terms and Conditions
of Use shall, at the election of Topodia, be brought in either the courts
located in Israel, or the applicable courts of the jurisdiction in which you
reside. You and Topodia hereby consent to, and irrevocably submit yourselves
to, the exclusive personal jurisdiction and venue of such courts. You further
agree not to bring claims on a representative, class member basis, or as a
private attorney general.
Statute of Limitations
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 Terms of Service must be filed within one (1) year after such
claim or cause of action arose or be forever barred.
Miscellaneous
Topodia reserves all rights not expressly granted herein. Topodia
may modify this Terms and Conditions of Use at any time by posting the revised
Terms and Conditions of Use on this Site. Your continued use of this Site, the
Software and/or Services shall constitute your acceptance of such revised Terms
and Conditions of Use. You may not assign any rights granted to you hereunder.
Nothing in this Terms and Conditions of Use shall constitute a partnership or
joint venture between you and Topodia. Should any term or provision hereof be
deemed invalid, void or unenforceable either in its entirety or in a particular
application, the remainder of this Terms and Conditions of Use shall
nonetheless remain in full force and effect. The failure of Topodia at any time
or times to require performance of any provision hereof shall in no manner
affect its right at a later time to enforce the same unless the same is waived
in writing. The terms set forth in this Terms and Conditions of Use and any
agreements included or referred to in this Terms and Conditions of Use
constitute the final, complete and exclusive agreement with respect to this Site,
the Software and Services and may not be contradicted, explained or
supplemented by evidence of any prior agreement, any contemporaneous oral
agreement or any consistent additional terms.
If you have any questions or concerns about this Terms and Conditions
of Use or any issues raised in this Terms and Conditions of Use or on this
Site, please contact us via the Contact Us form at www.topodia.com/contact.aspx