- “Account” means the account opened within the Service under Your subscribed name.
- “Affiliate” means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or Control of more than 50% of the voting interests of the subject entity.
- “Content” means, without limitation, text, graphics, and images, including photographs.
- “Malicious Code” means viruses, worms, time bombs, trojan horses and any and all other harmful code, files, scripts, agents or programs.
- “Poptin” refers to our company, known as Poptin Ltd., our Website, our Service or a combination of all or some of the preceding definitions, depending on the context of the word;
- “Service(s)” refers collectively and/or individually, as the case may be, to the SaaS services that we provide through our Website, any other services we provide, as well as our Website itself;
- “You” or “User/s” includes, without limitation, individuals and entities authorized to use the Service as well as Your employees, consultants, contractors and agents;
- “User Data” all Content that a User posts, uploads, publishes, submits, or transmits to be made available through the Website.
- “Website” refers to our website, available at www.www.poptin.com
- The Service
- Poptin is a SaaS (Software as a Service) tool tracks a website’s visitors’ behavior and show them customized messages (the “Poptin Messages“) in order to convert such website’s visitors into leads, subscribers, signups, sales and more. Our software is made available online and without requiring the purchase of a physical copy in order to use it.
- We hereby grant to You a non-exclusive, non-transferable license to electronically access and use the Services and the Website in accordance with the terms of this Agreement, subject to Your (i) opening an Account with Us; (ii) subscribing as set forth on the Website and herein; and (iii) adhering to the terms and conditions of this Agreement.
- In order to use the Service, You shall first be required to register with Poptin by completing the online registration form on the Website. You shall register as a User by providing certain details, such as, Your name, password and valid email address. Some features of the Website may contain a specific identification number for the purpose of tracking the number of unique instances of such features being used by You. You must provide true, complete, and accurate registration information to Us and notify Us if Your information changes. We encourage You to use Your real name. If You are accessing the Services on behalf of a business, government, or non-profit entity, You must use the actual name of Your organization and have authorization to create their account and provide further details such as the office address and the organization’s registration number. Furthermore, You agree that You are binding such organization to this Agreement and undertake to indemnify Poptin for any breaches caused by that organization (without limitation on our right to obtain a remedy directly from the organization in conjunction with or as an alternative to Your indemnification).
- You may utilize the Service as long as You abide by the terms of this Agreement and as long as Your Account is not terminated by either party hereto. You are responsible for all activity that occurs under Your account, including any activity by unauthorized Users. You must safeguard the confidentiality of Your password.
- Poptin reserves the right to conduct verification and security procedures in respect of all information provided by You to Poptin. If Poptin has reason to believe that the information provided by You to register and use any of the Services breaches or is likely to breach any of the provision in these Terms, Poptin at its sole discretion may take any action that it deems appropriate including without limitation, to terminate Your Account.
- We reserve the right in our sole discretion to add, change, discontinue or otherwise modify elements and features to the Service any time. We will post notifications regarding such changes on the Website. It is, therefore, important that You review this Agreement regularly to ensure You are updated regarding any changes. In addition, in order to use certain parts of the Service, You may be required to agree to additional terms and conditions. Those additional terms are hereby incorporated into this Agreement as an integral part hereof
- Rules of Use
You shall at all times use the Services and the Website in accordance with these Terms. You shall ensure that Your use of the Services and/or the Website, including the submission of the User Data: (i) comply with all applicable laws and legislations; (ii) do not infringe any intellectual property rights or other proprietary rights of any third party, including but not limited to remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels contained on the Website or create derivative works based on the Service; and (iii) not reasonably be deemed to:
* be offensive, illegal, inappropriate or in any way, or promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
* harass or advocate harassment of another person or exploit people in a sexual or violent manner;
* display pornographic or sexually explicit material;
* promote any illegal activities or any conduct that is abusive, threatening, obscene, defamatory or libelous;
* use the Service to store or transmit Malicious Code, data mine, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any part of the Service, or in any way ascertain, decipher, or obtain the communications protocols for accessing any part of the of Service, or the underlying ideas or algorithms of any part of the Service, in an effort, for example, but without limitation to develop other applications or services that provide similar or substitute or complimentary functionality to such part of the Service;
* promote or contain information that you know or believe to be inaccurate, false or misleading;
* engage in the promotion of contests, sweepstakes and pyramid schemes, without Our prior written consent;
* invade or violate any third party’s right to privacy;
* send unsolicited communications (also referred to as “SPAM”, “SPIM” or “SPIT”) or any communication not permitted by applicable law or use the Service for the purposes of phishing or pharming or impersonating or misrepresenting affiliation with another person or entity;
- We currently provide the User with a freemium subscription to access and use the Website and Services, but access to and use of additional specifications are subject to fees as set out on the Website (the “Fees“). We have the right to add new services and change the specification of the subscription from time to time against the payment of a fee, or additional taxes and rates, or to change the current prices and Fees, at any time.
- The subscription is given on a basis of a monthly/yearly renewable subscription, prepaid by credit card the details of which the User will enter through the Website system. As long as the User does not request to stop the charge, the system will perform the payment automatically every month or every year, according to the choice made by the User. The User reserves the right to stop the charge at any time; after stopping the charge, the User will be able to use the system until the end of the subscription period which was paid for in advance. In the event that the credit card will not be charged in practice, the Poptin Messages existing in the User’s account will stop running.
- Affiliate Program
- Every User may take part in the affiliate program of the Website for free (the “Affiliate Program“). After registering on the Website, the User will receive an affiliate link through the Affiliate Program page in the Website’s interface, which Users may share on websites and social networks.
- The User will receive a commission equal to 25% of all of the transactions consummated with a new customer who registers through the affiliate link. Withdrawal of the payment will be possible as long as the cumulative amount in the system exceeds $100. Withdrawal of the payment will be done only through PayPal. As soon as the cumulative amount exceeds $100, the User will be able to request payment through the Affiliate Program page. The payment will be handled up to 45 days from the time of sending the request.
- In the event that We discover manipulation in using the Affiliate Program, the affiliate will not be entitled to any payment (for example a case in which the affiliate registered under a false name in order to obtain a reduction amounting to the rate given in the Affiliate Program).
- The affiliates must report their income to the tax authorities lawfully according to the laws of their native country; We will not be party to any dispute between the tax authorities and the affiliates.
- Server Downtime and Maintenance
Our servers may be unavailable as the result of planned or unplanned downtime, for reasons including technical issues, legal compliance, security actions, business decisions, or any other cause. We may attempt to inform You if such downtime is planned, but we are under no obligation to do so. You agree that we are not liable for the unavailability of our Service.
- User Data
- The Service allows You to submit User Data (such as the Content of the Poptin Messages), which may be hosted, shared, and/or published as part of the Service, and may be visible to the public.
- In connection with the User Data, you affirm, represent and warrant the following: (a) You exclusively own all rights, title and interest in and to all of Your User Data; and/or (b) Your User Data and our use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and/or privacy rights; and/or (c) the User Data provided shall be correct, complete, accurate and in accordance with these Terms. Notwithstanding the foregoing, by submitting the User Data you hereby grant Poptin its affiliates, subsidiaries, assigns, agents, and licensees a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, display, distribute, prepare derivative works of, and perform the User Data in connection with the Service.
- We take no responsibility and assume no liability for any User Data that you or any other User or third party submits on the Website. You shall be solely responsible for your User Data and the consequences submitting it, and You agree that We are only acting as a passive conduit for the presentation of Your User Data. You understand and agree that You may be exposed to User Data that is inaccurate or otherwise unsuited to Your purpose, and You agree that We shall not be liable for any damages You allege to incur as a result of User Data. The User Data does not necessarily represent the views or opinions of Poptin, and We make no guarantees as to the validity, accuracy or legal status of any User Data.
- Poptin reserves the right to refuse to publish any User Data, or to at any time remove or edit a User Data (in whole or in part), if Poptin has reason to believe that Your use of the Services and/or the Website breaches these Terms.
- Proprietary Rights
- Our Copyright: You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Website without receiving our prior written permission, unless it is in relation to a project which You are authorized to work on. We reserve all rights, title, interest in and to the Service and the Website, and all related IP rights. These rights are protected under international patent, copy right, trade mark or trade secret law as well as international treaties. You further agree that all right, title, source code, documents, drawing, data, documentation, drawing, data, designs, engineering changes, inventions, trade secrets, copyrights, mask work, all related know-how and all IP related to the foregoing, including any changes and modifications, improvements and derivative versions, all shall be vested in Poptin. The look and the feel of the Service and the Website including color combinations, logos, button shapes and other graphical elements are the trademark and IP of Poptin.
- Third Party Data: All title and intellectual property rights in and to any data of any third party which may be linked to or viewed in connection with the Service is the property of the respective data owner and may be subject to terms and conditions of third parties that duly licensed such content to us (“Third Party Agreements“). We claim no ownership rights and We take no responsibility over any kind of information, offer and recommendation displayed on the Website. You acknowledge that the terms of such Third Party Agreements shall be binding upon You with regard to any use You make under the Service, including any subsequent changes to the Third Party Agreements. The look and feel of the Service and the Website, including its color combinations, logos, button shapes, and other graphical elements, also are the trademarks and intellectual property of Poptin. Other trademarks used on the Website are the property of their respective owners. The license granted under this Agreement shall not constitute a sale of the content on the Website or any portion or copy thereof and You shall not acquire any rights therein, express or implied through this Agreement other than those expressly specified herein.
- Poptin may display or provide links or other interaction with third party websites and third party advertising banners on the Website (“Third Party Websites“). In particular, the Services may also provide You with the opportunity to connect and publish information through Third Party Websites and other third party services such as advertising sites. Use of any such Third Party Websites and services shall be at the risk of You and subject to the terms and conditions of the Third Party Website provider.
- Representations & Warranties
THE MATERIALS AND CONTENT IN THIS WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED.WE DO NOT WARRANT THAT THE MATERIALS AND CONTENT DISPLAYED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THIS WEBSITE OR THE SERVER(S) THAT MAKES THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS.
YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS YOU.
WE ARE NOT RESPONSIBLE FOR ANY LOSSES INCURRED AS THE RESULT OF YOUR DECISION TO USE OUR SERVICE. YOU ARE RESPONSIBLE FOR DETERMINING THE SUITABILITY OF OUR SERVICE FOR YOUR PURPOSES OR FOR YOUR WEBSITE AND THE IMPLEMENTATION OF THE SERVICES ON YOUR WEBSITE IS AT YOUR OWN RISK AND RESPONSIBILITY. WE ARE NOT RESPONSIBLE FOR ANY FAILURE ON THE PART OF A PAYMENT PROCESSOR, INCLUDING YOUR CREDIT CARD COMPANY, TO DIRECT PAYMENTS TO THE CORRECT DESTINATION, OR ANY ACTIONS ON THEIR PART IN PLACING A HOLD ON YOUR FUNDS.
WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR UNINTENTIONAL, ON OUR WEBSITE WHICH PREVENT ACCESS TO OUR WEBSITE TEMPORARILY OR PERMANENTLY.
THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS “REPRESENTATIONS & WARRANTIES” SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.
You agree to indemnify and hold Us and Our employees, agents, directors, harmless for any claims by You or any third party which may arise from or relate to this Agreement or the provision of our Service to You, including any damages caused by (1) Your use of our Website or acceptance of the offers contained on it; and/or (2) any breach by You under this Agreement; and/or (3) any content of your User Data, including infringement of third party’s Intellectual Property. You also agree that You have a duty to defend Us against such claims and We may require You to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring You to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, We may elect to settle with the party/parties making the claim, and You shall be liable for the damages as though We had proceeded with a trial. In no event shall We have any liability for any lost profits or revenues or for any indirect, special, incidental, consequential cover or punitive damages however caused.
- Limitation Of Liability. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES PAID TO US BY YOU FOR USE OF THE SERVICE DURING THE PRECEDING THREE MONTH PERIOD OR IN THE EVENT OF AN ANNUAL FEE – AN AMOUNT EQUAL TO ONE QUARTER OF SUCH ANNUAL FEE.
- Exclusion Of Consequential And Related Damages. IN NO EVENT SHALL WE HAVE ANY LIABILITY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- Governing Law & Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel. Each party consents to, and agrees that each party is subject to, the exclusive jurisdiction of the court of Tel-Aviv, Israel, for any litigation arising out of this Agreement.
- Age Restrictions.
Use of the Service is restricted to those individuals 18 years of age or older that are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties herein. By using the Service, You hereby represent that You are 18 years of age and have the authority to enter into the Agreement.
- Force Majeure
You agree that We are not responsible to You for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Poptin shall have the sole right to elect which provision remains in force.
- Non Waiver
Poptin reserves all rights afforded to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
- Termination & Cancellation
- We may terminate Your account or access as well as access to our Website and Service to You at Our discretion without explanation, though We will strive to provide a timely explanation in most cases. Our liability for refunding You, if You have paid anything to us, will be limited to the amount You paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to Your breach of this Agreement, in which case You agree that We are not required to provide any refund or other compensation whatsoever. Under no circumstances, including termination or cancellation of our Service to You, will We be liable for any losses related to actions of other Users.
- In any event of termination or cancellation of this Agreement, the Poptin Messages existing in the User’s account will stop running.
- Assignment of Rights
You may not assign Your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
We may amend this Agreement from time to time. When we amend this Agreement, we will change this page. You must read this page each time You access our Service and, if it has changed, You agree to any amendments through Your continued use of our Service.