“Yotpo is a fundamental part of our recommended tech stack.”

Laura Doonin, Commercial Director**Updated May 18, 2022**

Welcome to https://www.yotpo.com/ (together with any related websites, the **“Site”**). The Site is owned and operated by Yotpo Ltd. and its affiliates (**“Yotpo”**). Please read these Terms of Use (**“Terms”**) carefully before using the Site. By accessing or using the Site or any of the content on the Site you agree to be legally bound by these Terms. If you do not agree to these Terms, please do not access or use the Site and its Content in any manner.

You represent to Yotpo that you are lawfully able to enter into contracts in your residence jurisdiction. If you are entering into these Terms for an entity, such as the company you work for, you represent that you have authority to bind that entity and you agree that “you” as used in these Terms includes both you personally and the entity you represent. You and Yotpo are collectively referred to as the **“Parties”** and each is a **“Party”**.

You are responsible for violations of these Terms by anyone using the Site with your permission or using your account on an unauthorized basis. Your use of the Site to assist another person in an activity that would violate these Terms if performed by you is a violation of these Terms.


**1. Terms of Use**

These Terms do not govern the use of the free applications available on the Site and\or any other services provided by Yotpo only to registered users (the **“Service”**). If you are accessing or using the Service, then you are also subject to Yotpo’s Terms of Service available at https://www.yotpo.com/terms-of-service/ or to other written contract as may be separately signed between you and Yotpo and governs the use of the Service.


** 2. Yotpo Content**

a. The Site may contain HTML, applications, messages, texts, files, images, photos, videos, sounds, software, code, scripts, data and FAQs and other content of Yotpo or its licensors (“**Content**”). The Site is protected by copyright, trademark, trade secret and other laws; and as between you and Yotpo, Yotpo owns and retains all rights in the Site and the Content.

b. Yotpo hereby grants to you a limited, revocable, non-sublicensable license to use the Site and the Services solely for your personal, non-commercial use, and subject to these Terms. Except as expressly permitted by Yotpo, you shall not copy, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, create derivative works based upon, publish, broadcast, transmit, retransmit, distribute, perform, display, sell or otherwise use or transfer any Content.


**3. Your Content**

When you upload, post, publish or make available any content on the Site, you agree to grant to Yotpo a non-exclusive, royalty-free license, to use or disclose to third parties any such content subject to the terms of the Privacy Policy (as defined below). You acknowledge and understand that Yotpo may, at its sole discretion, delete or remove any of your content from the Site.


**4. Yotpo Account**

When you create an account to use or access certain portions of the Site, you must provide complete and accurate information as requested on the registration form, and you must maintain and update such information to keep it complete and accurate. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password, and you are responsible for all activities that occur under your account. You may not use a third party’s account, user name or password at any time, and you shall not allow anyone other than the authorized user to access or use the Site from your account. You agree to notify Yotpo immediately of any unauthorized use of your account, user name or password. Yotpo shall not be liable for any losses you incur as a result of someone else’s use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by Yotpo, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else’s use of your account or password.


**5. Third-Party Services**

The Site may make available, or third parties may provide, links to other websites, applications, resources, advertisements, content or other products or services created, hosted or made available by third parties (**“Third-Party Services”**), and such third parties may use other third parties to provide portions of the Third-Party Service to you. When you access or use a Third-Party Service, you are interacting only with the applicable third party, and you do so at your own risk. Yotpo is not responsible for, and makes no warranties, express or implied, as to the Third-Party Services or the providers of such Third-Party Services, including, without limitation, the accuracy or completeness of the information provided by such Third-Party Service or the privacy practices of any third party. Your right to use the Third-Party Services is subject to any applicable acknowledgement and license terms of the Third-Party Services providers.


**6. Privacy**

Yotpo will use any personal information that it may collect or obtain in connection with the Site in accordance with Yotpo’s Privacy Policy currently available at https://www.yotpo.com/privacy-policy/ (**“Privacy Policy”**). You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.


**7. Use Restrictions**

a. Your failure to comply with the provisions set forth in this Section 7, may result in the termination or suspension of your access to the Site (at Yotpo’s sole discretion) and may also expose you to civil and/or criminal liability.

b. You agree not to, whether by yourself or anyone on your behalf,: (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Site; (ii) use the Site in connection with any spam, unsolicited mail, harassment, wire fraud or similar conduct; (iii) interfere with or violate any other user or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any users of the Site without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (iv) transmit or otherwise make available in connection with the Site any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (v) interfere with or disrupt the operation of the Site, or the servers or networks that host the Site, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vi) sell, license, or exploit for any commercial purposes any use of or access to the Site; (vii) frame or mirror any parts of the Site without Yotpo’s prior express written authorization; (viii) create a database by systematically downloading and storing all or any of the content from the Site; (ix) impersonate any person or entity or provide false or misleading personal information; and (x) use the Site for any illegal, immoral or unauthorized purpose; (xi) use the Site in violation of any governmental laws, rules, regulations or orders that are applicable to your use of the Site.


**8. Trademarks**

The trademarks, logos and service marks, whether registered or not, displayed on the Site (**“Marks”**) are the property of Yotpo or other third parties. You are not permitted to use these Marks without the prior written consent of Yotpo or such third party.


**9. SMS Marketing**

By consenting to Yotpo’s SMS marketing services on the Site or subscribing via our subscription tools, you agree to receive text notifications, text marketing offers and/or transactional texts, even if your mobile number is registered on any state or federal do-not-call list. The Message frequency may vary from time to time.

If you wish to unsubscribe from receiving text marketing messages and notifications, reply with STOP to any mobile message sent from us or use the unsubscribe link we provided you within any of our messages. Please be aware that the method for unsubscription (either replying STOP or using the unsubscribe link) may be different depending on the users’ geographic location. You are requested to follow the instructions detailed in your subscription message if you wish to unsubscribe from receiving text marketing messages and notifications. You understand and agree that alternative methods of opting out, such as using alternative words or requests, will not be considered a reasonable means of opting out. We do not charge for the service, but you are responsible for all charges and fees associated with text messaging imposed by your telecommunication provider.

For any questions, please text HELP to the number you received the messages from. You can also contact us at legal_notices@yotpo.com for more information.

We have the right to modify any telephone number or short code we use to operate the service at any time. You will be notified on such occasions. You agree that any messages you send to a telephone number or short code we have changed, including any STOP or HELP requests, may not be received, and we will not be liable for honoring requests made in such messages.

To the extent permitted by applicable law, you agree that we will not be liable for failed, delayed, or misdirected delivery of any information sent through the service, any errors in such information, and/or any action you may or may not take in reliance on the information or service.


**10. Indemnity**

You agree to defend, indemnify and hold harmless Yotpo, its affiliates and their respective employees, contractors, agents, officers and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt or expenses (including without limitation attorneys’ fees) arising out of or related to any claim, suit, action or proceeding by a third party arising out of or relating to your use of the Site or breach of these Terms.


**11. Limitation of Liability**

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL YOTPO, ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE SITE; AND (b) IN NO EVENT SHALL YOTPO’S CUMULATIVE LIABILITY TO YOU EXCEED THE LOWER OF: (I) AMOUNTS PAID TO YOTPO FOR USE OF THE SITE DURING THE LAST 12 MONTHS FROM THE DATE IN WHICH A CLAIM HAS BEEN SUBMITTED; OR (II) USD 100. IF YOU HAVE NOT MADE ANY PAYMENTS TO YOTPO FOR THE USE OF THE SITE, THEN YOTPO SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.


**12. Disclaimers**

THE SITE AND ALL CONTENT AND OTHER ITEMS MADE AVAILABLE BY YOTPO ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOTPO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES OR INACCURACIES OF DATA OR INFORMATION POSTED, DISPLAYED, PUBLISHED OR MADE AVAILABLE FOR USE OR DOWNLOAD ON THE SITE, (ii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, OR (iii) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY NOT UNDER YOTPO’S CONTROL. YOUR USE OF THE SITE AND THE CONTENT, OR ANY PART THEREOF, IS MADE SOLELY AT YOUR OWN RISK AND RESPONSIBILITY.


**13. Termination and Monitoring**

a. If you violate these Terms, Yotpo may suspend or terminate your use of the Site. Yotpo’s right to suspend or terminate your use of Site applies even if a breach is committed unintentionally or without your authorization if Yotpo believes that suspension or termination is necessary to ensure compliance with applicable laws or to protect the rights, safety, privacy, security or property of Yotpo, its customers or third parties.

b. Yotpo reserves the right, but does not assume the obligation, to investigate any violation of these Terms or misuse of the Site. Yotpo has the right in its sole discretion to edit, refuse to post or remove any Content posted, displayed, published or made available for download or use on the Site that Yotpo finds to be in violation of these Terms. Yotpo may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing appropriate customer data. Yotpo also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations.


**14. Modifications**

Yotpo may modify these Terms at any time by posting a revised version on the Site. By accessing the Site, you agree to the latest version of these Terms.


**15. Governing Law**

This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, without reference to its choice of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York City, New York, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts.


**16. Miscellaneous**

In the event any information posted on the Site from time-to-time conflicts with any provision of these Terms, the applicable provision of these Terms shall prevail. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Yotpo. You may not assign, transfer or sublicense all or any of your rights or obligations under these Terms without Yotpo’s express prior written consent. Yotpo may assign, transfer or sublicense all or any of Yotpo’s rights or obligations under these Terms without restriction. The failure of Yotpo to exercise or enforce any condition, term or provision of these Terms will not operate as a waiver of such condition, term or provision. Any waiver by Yotpo of any condition, term or provision of these Terms shall not be construed as a waiver of any other condition, term or provision. If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms shall continue in full force and effect. Yotpo will not be responsible for failures to fulfill any obligations due to causes beyond its control.


**17. Contact**

Please contact Yotpo at legal_notices@yotpo.com with any questions regarding these Terms.