Last Revised: June 15, 2015
Welcome to the DandyLoop application ("Application"), owned and operated by DandyLoop Inc. and/or its affiliates ("DandyLoop" or "We"). The Application is an online application which allows businesses to easily and quickly partner with online-stores ("Publisher(s)" or "You" and "Online-stores", respectively) ,promote each other's products ("Product(s)") and improve the targeting visitors to Online-stors ("Visitors") . The DandyLoop plugin allows Publishers to recommend their Online-stores on their partners' sites and vice versa. Publishers will be able to manage their network of partners on their DandyLoop Online-stores dashboard.
1. Acceptance of the Terms
2. Use of the Application and/or any of the Services
2.1. License. DandyLoop hereby grants You a limited, non-exclusive, revocable, non-sublicensable and non-transferable and non-assignable license ("License") to use the Application and any of the Services, pursuant to the Terms.
2.2 Nature of the Application. The Application shall function solely as a plugin on the Publisher's Online-store, which displays other Publisher's Products, and under no circumstances shall be considered as an online shop. Once a Visitor clicks on a certain Product, he is directed outside of the Online-store, into the other Publisher's Online-store.
2.3 DandyLoop is not a Party to any transaction. PLEASE READ CAREFULLY: You hereby acknowledge and agree that DandyLoop, the Application, and any of the Services act merely as a mediator and DandyLoop is not, in any case, a retailer. DandyLoop is not directly or indirectly involved in any potential transaction between You, as a Publisher or other Publishers and/or any individual who visits the Online-stores and/or any Visitor. DandyLoop does not impose any rule or restriction in connection with any transaction, and does not act as a consultant or legal advisor regarding any transaction to either to the Publisher or the Visitor. No provision of these Terms shall be construed as limiting the ability of both Publisher and Visitor to negotiate lawfully and in good faith, and decide independently what shall be the commercial terms of any transaction between them. DandyLoop shall not have any liability with regards to the terms set forth in any of the transactions between a Publisher and a Visitor, including, but not limited to, with regards to any recuperation of any and all payments, fees and or other taxes paid by either Visitor and/or Publisher, or any reimbursement of Products sold by a Publisher to a Visitor.
2.4. It is hereby acknowledged and agreed that DandyLoop has the right under its sole discretion to refuse to provide Services, temporarily or permanently, via the Application to any individual or business entity at anytime, including if it has suspected, at its sole discretion that a certain Publisher breaches these Terms.
2.5. Risks involved in using the Application and/or any of the Services. There are several risks involved in dealing with underage persons, people acting under false pretense, international trade and foreign nationals. Please use caution, common sense, and practice safe trading when using the Application and/or any of the Services. By accepting these Terms and using the Application and/or any of the Services You agree to accept such risks at Your own risk and/or cost and hereby waive any claim against DandyLoop with respect thereto.
3 . The Services
Statistic Tool for Measuring Visitors's Activity . As part of the Services which DandyLoop may provide, DandyLoop will use a certain statistic tool, under a certain defined fee or free of charge, for measuring which Visitors arrived to the Publisher's Online-store following exposure to a Product which was published on other Publisher's Online-store, as a result of cooperation between the Publishers using the Application and it's Services. DandyLoop has the means to analyze the traffic of Visitors and accordingly direct the traffic between Publisher's Online-stores. DandyLoop provides a cross promotion service that is based on mutuality between Publishers who partner together (each, a "Partner"). As much visitors as You will share with Your Partners, the higher are Your chances to "get" visitors back from your Partners (the "Balance"), all using the DandyLoop plugin. It is important that the plugin be seen by the visitors of Your site. If You do not install the plugin on Your site at the bottom of the product page You will immediately and automatically be removed from the system. In order for the leveling of traffic to work effectively You must have Partners who have traffic of their own, and Your Online- store also has to have traffic. Even though We do our best to try and reach traffic equilibrium between the traffic leaving and entering each and every site, the effectiveness of the Balance depends on You, as well as Your applicable Partners' traffic, and may not always be perfect.
4. Account and Security
4.2. Information Received From Your Account and Ecommerce Platform Account. By either creating an Account and/or performing Ecommerce Platform Account (collectively, "Logging In"), You grant DandyLoop, and any other party which is using the Application and/or any of the Services, an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to: (i) use any information derived from Your Ecommerce Platform Account, including, but not limited to Your name, email address, store URL, store name, category and information about Products such as description, and price and all other information derived from Your Ecommerce Platform Account and information. You voluntarily provided Us through the Registration Process ("Publisher's Information"), for any purpose We might deem necessary for the functioning of the Application and/or Service (ii) use, reproduce, distribute, prepare derivative works of, display, and make available to the public to any of Publisher's Information derived from Your Account and Ecommerce Platform Account, including, but not limited to, any business and commercial data, such as Your business name, logo, trademarks, tradenames, photos, Products lists, promotional activities, etc., all in connection with the Application and/or any of the Services as detailed in this Agreement.
4.4. No verification methods. You hereby acknowledge, understand and agree that DandyLoop has no responsibility, cannot and does not confirm each Visitor's and/or Publisher's purported identity. You are free to employ and/or use any third-party escrow or user verification services, subject to the terms and conditions of these Terms.
4.5. Removing the Application. If You are no longer interested in using the Application and/or any of the Services, You may remove the Application from Your Online-store. You may contact DandyLoop support at Sayhi@DandyLoop.com for any assistance in removing the Application and/or any of the Services.
4.6. No liability. Without derogating from Section 13 below, it is hereby acknowledged and agreed that DandyLoop shall not be liable and shall not bear any additional expense or fee due as a result of (i) any Visitor's breach of this Terms; (ii) a written agreement a Visitor and a Publisher has been reached, including commercial and legal standards set by the Publisher governing the entire transaction, including without limitation any related services such as shipping, applicable law, custom clearance etc.; or (iii) any loss or damage caused to any third-party, including a Publisher, as a result of a Visitor's or other Publishers' acts or omissions.
5. Forbidden Activities
5.1. You may not (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Application and/or any of the Services in any way; (ii) create a browser or border frame environment around the Application and/or any of the Services (no frames or inline linking is allowed); (iii) interfere with or disrupt the operation of this Application and/or any of the Services, or the servers or networks that host the Application and/or any of the Services or make this Application and/or any of the Services available, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers and/or networks; (iv) interfere with or violate any other Publisher's, or Visitor's right to privacy or other rights, or harvest or collect data and information about other Publisher, or Visitor without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other manual or automatic device or process to retrieve, index and/or data-mine information; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others including Publisher or Visitor or include such unlawful, hateful, obscene, indecent, or otherwise illegal content in the User Generated Content posted, transferred or uploaded by You on or through the Application and/or any of the Services; (vi) impersonate any person or entity, including, but not limited to, any DandyLoop agent or representative, falsely state or otherwise misrepresent Your affiliation with any person or entity, or express or imply that DandyLoop endorses You, Your Application, Your business or any statement You make, or present false information about DandyLoop, the Application and/or any of the Services or any other services or products You linked via the Application and/or any of the Services; (vii) create, transfer or send unwanted or unsolicited commercial E-mail (spam) to other Publishers or Visitors via the Application and/or any of the Services or to any third-party using the Application and/or any of the Services; (viii) transmit, distribute, display or otherwise make available through or in connection with the Application and/or any of the Services 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, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (ix) create a database by systematically downloading and storing all or any of DandyLoop's Intellectual Property (as defined below), or other Publisher's, Visitor's Products or User Generated Content from this Application and/or any of the Services; (x) provide false, inaccurate or misleading information during the Account Setup Process or in any of the User Generated Content posted, transferred or uploaded by You on or through the Application; (xi) post, transfer or upload on or through the Application any User Generated Content which infringes any third-party Intellectual Property rights, including trademarks, copyright and patent rights, or other propriety rights, or contain any unlawful material including presence of illegal pornography of any kind; (xii) violate any law, statute, ordinance or regulation, including, but not limited to, those governing import / export control, consumer protection, unfair competition, anti-discrimination or false advertising; or (xiii) use the Application and/or any of the Services for any illegal, unlawful or unauthorized purpose. (xiv) Try to game the system to Your advantage e.g. by generating false clicks.
5.2. Your failure to comply with the provisions set forth herein may result in the removal of the Application as a Publisher or denial of access to this Application as a Visitor, and may expose You to civil and/or criminal liability.
5.3. Without limiting any other remedies available to it, DandyLoop may, without prior notice, limit, suspend, or terminate its Services, prohibit access to its Application, and take technical and legal steps to deny Your access, use and/or participation in and to the Application and/or any of the Services, under its sole discretion, including if DandyLoop thinks that they are problematic, hazardous or unlawful acts that are inconsistent with the letter or spirit of DandyLoop's Terms and/or business and/or business model and/or concept, or if DandyLoop believes that Your actions may cause financial loss or legal liability for You, other DandyLoop users, or to DandyLoop.
6. Representations and Warranties
6.1. As a condition for Your use of this Application and/or any of the Services, You hereby represent and warrant that (i) You are at least 18 years of age (if individual) and/or possess the legal authority to enter into these Terms, to use the Application and/or any of the Services in accordance with all the Terms herein, and to fully perform Your obligations hereunder; (ii) that You are financially responsible for all of Your use of this Application and/or any of the Services (as well as for use by others, including, without limitation, minors residing with You); (iii) the execution of this Terms does not and will not violate any other agreement to which You are bound or any law, rule, regulation, order or judgment to which You are subject. (iv) You will not infringe any right of any third party, including intellectual property rights, privacy rights and publicity rights; and (v) You will not harm any Visitor and will not use the Application and/or present any Products via the Application for any illegal, immoral or unauthorized purposes, including but not limited to offer to sell non-authentic products, illegal drugs, prescription medicines, or Products which are forbidden to be offered to minors such as alcohol beverages and/or tobacco cigarettes.
6.2. Without derogating from Visitor's obligations under these Terms, You are responsible to provide Visitors with Product warranty as applicable under the law.
DandyLoop reserves the right to, at anytime, by posting the amended Terms on the Application modify or discontinue, temporarily or permanently, this Application (or any part thereof) and/or any of the Services without notice. Your continued use of this Application after any changes, whether material or not, shall indicate Your acceptance of such changes. DandyLoop may, under its sole discretion, notify You about a material change in this Terms. You agree that DandyLoop shall not be liable to You or to any third-party for any modification, suspension, or discontinuance of this Application and/or any of the Services. All new features made available through this Application that were not made available as of the "Last Revised" date above, shall automatically become subject to these terms and conditions.
8. Intellectual Property Rights
All intellectual Property rights in and to the Application and/or any of the Services and the content on the Application, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, copyrightable materials, graphics, text, designs, specifications, methods, procedures, algorithms, data, technical data, interactive features, system scripts, graphics, photos, sounds, music, videos, (source and object code), files, interface, GUI and trade secrets and the like, whether or not registered and the Company Trademarks (as defined below), service marks and logos contained therein (collectively "Intellectual Property"), are solely owned by or licensed to DandyLoop, and subject to copyright and other Intellectual Property rights under Israel, foreign laws and international conventions. Except as provided herein, You are not granted, either expressly or by implication, estoppel or otherwise, any license or right to use any of the Intellectual Property without the prior express written permission of DandyLoop.
"DANDYLOOP", DandyLoop's logo and all other proprietary identifiers used by DandyLoop in connection with the Application and/or any of the Services (the " Company Trademarks") cross promotion marketing, partnering of online stores, are all trademarks and/or trade names and/or service marks of DandyLoop, whether or not registered. All other trademarks, service marks, trade names and logos which appear on the Application belong to their respective owners ( "Third Party Marks"). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and You agree that no such right, license, or interest shall be asserted by You with respect to the Company Trademarks or the Third Party Marks.
11.2. Links to DandyLoop Application. DandyLoop encourages and permits links to content on the DandyLoop Application. However, You may only link from website which permits such linking and the linking (i) should not suggest that DandyLoop promotes or endorses any third-party's causes, ideas, websites, applications, products or services; (ii) should not use DandyLoop content for inappropriate commercial purposes; (iii) should not include a description of goods or services which are illegal or prohibited under this Terms; and (iii) any linked website must provide a link back to the relevant page in DandyLoop Application which contains the linked content in accordance with DandyLoop's specifications and instructions as to the link location and presentation. DandyLoop reserves the right to withdraw permission for any link.
12. Disclaimer and Warranties
12.1. THE APPLICATION AND/OR ANY OF THE SERVICES , THE INTELLECTUAL PROPERTY AND ANY OTHER CONTENT AT THE APPLICATION ARE PROVIDED ON AN " AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DANDYLOOP DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. NOR DOES DANDYLOOP MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APPLICATION OR ENDORSE, RECOMMEND OR MAKE ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, USER GENERATED MATERIAL, PRODUCTS, FEEDBACK, OPINIONS OR STATEMENTS AVAILABLE ON OR THROUGH THE APPLICATION OR THROUGH LINKS ON THE APPLICATION. USE OF THE APPLICATION AND/OR ANY OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK.
12.2. DANDYLOOP DOES NOT WARRANT THAT THE APPLICATION AND/OR ANY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. DANDYLOOP MAY CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE APPLICATION AND/OR ANY OF THE SERVICES AT ANY TIME OR TO DISCONTINUE DISPLAYING WEBPAGES AND ANY CONTENT WITHOUT A NOTICE TO YOU. DANDYLOOP MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE APPLICATION AND/OR ANY OF THE SERVICES OR ANY AND ALL CONTENT AND INFORMATION PROVIDED THROUGH THE APPLICATION FOR A CERTAIN PURPOSE OR ANY PURPOSE AT ALL. DANDYLOOP HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE APPLICATION AND/OR ANY OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY, OR QUALITY OF THE APPLICATION AND/OR ANY OF THE SERVICES, AND IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE OF ANY AND ALL PRODUCTS, SERVICES, CONTENT AND INFORMATION RECEIVED THROUGH THE APPLICATION AND/OR ANY OF THE SERVICES.
13. Limitation of Liability
13.1 THE USE OF THE APPLICATION AND/OR ANY OF THE SERVICES IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL DANDYLOOP BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE APPLICATION AND/OR ANY OF THE SERVICES, OR THE USE OR INABILITY TO USE THE APPLICATION AND/OR ANY OF THE SERVICES, REGARDLESS OF WHETHER THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF DANDYLOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WHERE LIABILITY IS MANDATORY, IN WHICH EVENT LIABILITY FOR DAMAGES SHALL BE LIMITED TO TEN (10) US DOLLARS.
13.2 Without derogating from the above, You hereby release and will not hold DandyLoop responsible for the actions or inactions of others, including ant third-party, Visitors and/or other Publishers. You acknowledge that the Application and/or any of the Services act merely as a venue to allow Publishers to offer Product(s), at anytime, from anywhere. DandyLoop is not party, in any way, to any transaction or transfer of any right to, or legal ownership of Product(s), from the Publisher to a Visitor. DandyLoop has no liability for, or control over and does not guarantee the quality, safety or legality of the Product(s) listed and advertised on its Application, or the truth or accuracy of the listings, and cannot ensure that a Visitor or other Publishers will actually complete a transaction. Consequently, DandyLoop does not transfer legal ownership of items from a Publisher to a Visitor and/or assumes the responsibility of ensuring provisions of services from a Publisher to a Visitor. Accordingly, to the extent legally permitted, DANDYLOOP EXCLUDES ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS. OTHER THAN AS SET FORTH IN SECTION 12.1 ABOVE, DANDYLOOP IS NOT LIABLE FOR ANY LOSS OF MONEY, GOODWILL, OR REPUTATION, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE SERVICES AND/OR APPLICATION.
You agree to defend, indemnify and hold harmless DandyLoop, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) Your breach of any of the representations and warranties under this Terms; (ii) Your use of the Application and/or any of the Services; (iii) Your breach of any term of this Terms; (vi) Your violation of any third-party right under the Terms and/or any law, including without limitation any Intellectual Property right, property right, or privacy right; and/or (vi) any damage of any sort, whether direct, indirect, special or consequential, You may cause to any third party with relation to the Application and/or any of the Services. This defense and indemnification obligation will survive this Terms.
15.1. DandyLoop reserves the right to remove the Application and/or a access to the Application under its sole discretion, with or without cause.
Except as explicitly stated otherwise, any notices to DandyLoop shall be given by e-mail to firstname.lastname@example.org. Notice shall be deemed given immediately once a massage is sent, unless the sending party is notified that the massage hasn't been sent.
17.1. These Terms does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship in any way and of any kind between the parties hereto.
17.2. Any claim relating to the Application and/or any of the Services or its use thereof will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles.
17.3. Any dispute arising out of or related to Your use of the Application and/or any of the Services will be brought in, and You hereby consent to exclusive jurisdiction and venue in, the competent courts of the District of Tel Aviv, Israel. You hereby waive, and agree to waive in the future, any and all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule.
17.4. If any provision of this Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Terms and will not affect the validity and enforceability of any remaining provisions.
17.6. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
17.7. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
17.8. The Terms, constitutes the entire terms and conditions between You and DandyLoop relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between You and DandyLoop.
18. Copyright Agent
DandyLoop respects the Intellectual Property rights of others. If You believe that any content displayed through the Application is infringing Your rights, including, but not limited to, if You believe that content relating to any of Your Products have been copied in a way that constitutes copyright infringement, please provide the following information in writing to DandyLoop's Copyright Agent: (i) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) A description of the copyrighted work that You claim has been infringed; (iii) A description of the material that You claim 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 sufficient to permit DandyLoop to locate the material; (iv) Information so that DandyLoop can contact You, such as address, telephone number and e-mail address; (v) A statement that You have 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; (vi) A statement that the information in the notification is accurate and, under penalty of perjury, that You are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. DandyLoop's Copyright Agent can be reached as follows: email@example.com.