Last Updated: September
These terms and conditions (this "Agreement")
constitute a binding contract between you ("you" or "User")
and J.Vocals Ltd ("JVocals", "we", "us" and
"our"). If you are entering into this agreement on behalf of an
entity, you represent that you have the right, authority, and capacity to bind
such entity to this agreement. By clicking "I agree" below, or by
otherwise access or using the marketplace (as defined below), you acknowledge
that you have read, understood, and agree to be bound by this Agreement (the
date of such occurrence being the "Effective Date"):
If you do not agree with any of the terms and conditions of this Agreement, you may not access or use the marketplace.
JVocals reserves the right to modify this Agreement at any time by posting the modified Agreement at https://jvocals.sharetribe.com/en/infos/terms. Such modifications will be effective ten (10) days after such posting, and your continued use of the Platform (as defined below) shall constitute your acceptance of such modifications. In such cases, we will also update the "Last Updated" date set forth above. Please check the above webpage regularly for any modifications.
1. Platform and Accounts
1.1. Platform. The JVocals's online platform, called JVocals available on https://jvocals.sharetribe.com/ ("Platform") is an online platform on which (i) Jewish music folklore ("Service Providers") can offer their services, as shall be listed on the Platform ("Services") to Platform's users ("Customers"), and (ii) Customers can search, identify and purchase Services directly from Service Providers. For clarity, JVocals is not acting as an agent for you or for any Service Provider.
2. License and Usage Restrictions
Subject to the terms and conditions of this Agreement, JVocals grants you a limited, non-exclusive, non-assignable, non-sublicensable, and revocable right to access and use the Platform ("License").
You shall not (and shall not permit or encourage any third party to) do any of the following: (a) reproduce the Platform; (b) (c) modify, alter, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects of, the Platform; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the Platform; (e) make a derivative work of the Platform, or use the Platform to develop any service or product that is the same as (or substantially similar to or competitive with) the Platform; and/or (g) use the Platform to infringe, misappropriate or violate any third party's intellectual property rights, or any Law.
3. Third Party Content and Sources
You acknowledge and agree that each Service Provider is solely responsible and liable for any content inputted or uploaded by Service Provider to the Platform (such as Service descriptions, videos and images etc.) ("Service Provider Content") and You hereby irrevocably waive any legal or equitable rights or remedies you may have against JVocals with respect to such Service Provider Content and Service Provider agrees to hold JVocals harmless, and expressly releases JVocals, from any and all liability arising from such Service Provider Content.
Service Provider hereby represents and warrants that its Service Provider Content: (a) does not, and will not, infringe, misappropriate, or violate any third party's intellectual property rights, or any Law; (b) is not, and will not be libelous, threatening, offensive, and does not, and will not, contain obscenity or pornography, impersonate another person; (c) does not, and will not, contain any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Platform; and (d) its Service Provider Content is correct, complete, accurate, and up to date.
5. Copyright Policy
5.1. Removal of Content. It is the policy of JVocals to respect the legitimate rights of copyright owners, and we will respond to clear notices of alleged copyright infringement. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the "DMCA"), JVocals has designated a Copyright Agent (as specified below) to receive notifications of claimed copyright infringement in connection with the JVocals Platform. Please be advised that we enforce a policy that provides for the termination in appropriate circumstances of Users who are repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Copyright Agent with the following information in accordance with the DMCA:
(i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
(ii) A description of the copyrighted work you claim has been infringed;
(iii) A description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it. Providing URLs in the body of an email is the best way to help us locate content quickly;
(iv) Your address, telephone number, and email address;
(v) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
5.2. Counter-Notification. If you believe that the material you posted was removed from the Platform by mistake, and that you have the right to post the material, you may elect to send us a counter-notification. To be effective the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following (please consult your legal counsel or see the Digital Millennium Copyright Act, 17 U.S.C. (the "Copyright Act") Section 512(g)(3) to confirm these requirements):
(i) Your physical or electronic signature;
(ii) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Providing URLs in the body of an email is the best way to help us locate content quickly;
(iii) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(iv) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which JVocals may be found, and that you will accept service of process from the person who provided notification of infringement or an agent of such person.
5.3. Misrepresentations. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
5.4. Copyright Agent. JVocals' agent for notice of claims of copyright infringement ("Copyright Agent") can be reached as follows:
Hashmonaim 96b, Tel Aviv
In respect of each Service listed on the Platform, JVocals makes no representation, warranty, guarantee, or condition that: (a) Service Provider is an authorized seller of the Service (and has obtained any and all licenses, permissions, consents, approvals, and authorizations required to provide and sell the Service), and that its listing does not, and will not, infringe, misappropriate, or violate any third party's intellectual property rights, or any law (c) the Service matches the corresponding Service description (and other Service Provider Content) associated with such Service; and (d) the Service will be of satisfactory quality and fit for purpose. You hereby irrevocably waive any legal or equitable rights or remedies you may have against JVocals with respect to such Services.
No Obligation by JVocals. JVocals has no obligation to accept, display, review or maintain any of Service Provider's Service. JVocals may, without notice, edit, replace and/or delete Service Provider's Service listings. Additionally, JVocals use mechanisms that allow users to rate & review each other after every paid transaction and JVocals may make these ratings and reviews publicly available. JVocals will have no liability to Service Provider for the content or accuracy of any ratings or reviews.
7. Orders and Payment
Service Provider shall be the "provider of record" for all orders for
the purchase of one or more Service(s), which are issued by a Customer to a
Service Provider via the Platform ("Orders"), and shall be solely
responsible for invoicing you and charging any applicable taxes under an Order.
The Platform will generate an automatic email message to you, confirming
receipt of your Order, and the Platform will transmit to the corresponding
Service Providers the Order information ("Order Transmittance").
7.2. Fulfillment. Following Order Transmittance, you acknowledge and agree that the Service Provider (and not JVocals) shall be solely responsible and liable for fulfillment of the Order.
7.3. Cancellations and Refunds. You acknowledge that your Orders are subject to the applicable Service Provider's policy on cancellations and refunds (collectively, the "Service Provider Refunds Policy"), and that JVocals is not obligated to review, and in any event does not endorse, any Service Provider Refund Policy. The Service Provider shall be solely responsible and liable for implementing its Refunds Policy, and for determining if you are entitled to a refund. Similarly, if you have not received a Service under your Order, or you are not satisfied with the Services provided to You, your sole recourse is to contact the Service Provider by disputing the transaction and resolve the discrepancy with said Service Provider.
Service Provider will maintain a refunds policy in accordance with applicable Law Service Provider shall, upon request from JVocals, furnish JVocals with a copy of the Service Provider refunds policy, and shall in good faith consider any suggested changes thereto provided by JVocals.
7.4. Payment. You acknowledge that your payment of Orders through your Account will be via a PayPal account connected and registered under your Account, and such PayPal account is authorized for the entire Order amount immediately following your submission of the Order.
7.5. Subscription Fees. Service Provider's access and usage rights with respect to the Platform may be subject to Service Provider’s timely payment in full of the monthly subscription fees set forth in the Platform (the "Subscription Fees")
Fee. In addition to the Subscription Fees, in consideration for the provision
of the Platform, with respect to any Order ordered through the Platform,
JVocals shall be entitled to receive from each Service Provider a percentage of
the applicable Order amount, as presented and amended from time to time on the
Platform ("JVocals Fee").
7.7. The JVocals Fee and the Subscription Fees shall be exclusive of any tax or other governmental charges required to be charged by JVocals (except taxes based on JVocals's net income). It is hereby clarified that the applicable JVocals Fee and the Subscription Fee shall be paid by Service Provider through Service Provider's PayPal account.
8. Ownership and Content License
8.1. Platform. JVocals and its licensors are the sole and exclusive owner of all intellectual property rights in and to the Platform, and all content generated or otherwise provided or appearing on or in the Platform (except Service Provider Content). For the avoidance of doubt, "JVocals" (And its respective logos) is a trademark of JVocals.
8.2. Service Provider Content Ownership and Licenses. As between Service Provider and JVocals, Service Provider is the sole and exclusive owner of its Service Provider Content. Notwithstanding such ownership: (a) Service Provider hereby grants JVocals a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), irrevocable and perpetual license, to use the Service Provider Content to perform this Agreement, including in order to market and promote the Platform.
8.3. Feedback. If you provide JVocals with any ideas, suggestions, or similar feedback about performance of the Platform and/or for improving the Platform ("Feedback"), you hereby grant JVocals and all JVocals Affiliates a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), irrevocable, and perpetual license, in any media format and through any media channels (now known or hereafter developed), to access, use, reproduce, distribute, publish, broadcast, make available to the public, modify, adapt, edit, create derivative works of, publicly display, publically perform, and otherwise commercially exploit such Feedback.
9.1. THE PLATFORM, AND ANY CONTENT WHATSOEVER ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY JVOCALS AND ITS LICENSORS AND SUPPLIERS.
9.2. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION (Disclaimers) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND JVOCALS.
10. Limitation of Liability
IN NO EVENT SHALL JVOCALS OR ANY OF ITS LICENSORS EMPLOYEES, DIRECTORS, OFFICERS OR REPRESENTATIVES BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR: ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
THE COMBINED AGGREGATE LIABILITY OF JVOCALS OR ANY OF ITS LICENSORS, EMPLOYEES, DIRECTORS, OFFICERS OR REPRESENTATIVES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE LOWER OF: (A) FIVE U.S. DOLLARS (US $5), AND (B) THE AMOUNTS ACTUALLY PAID BY YOU TO JVOCALS (IF ANY) DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.
THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF JVOCALS , OR ANY OF ITS LICENSORS, EMPLOYEES, OFFICERS, OR REPRESENTATIVES HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.
THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO ANY JVOCALS LIABILITY ARISINGFROM FRAUD.
Some jurisdictions' Laws do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply.
YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION (Limitation of Liability) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND JVOCALS.
You hereby agree to indemnify and hold JVocals harmless from any damages, costs, loses, expenses (including attorney fee) caused to JVocals as a result of a third party (including, but not limited to, a Customer, a regulatory or governmental authority, and a Service Provider) demand, claim, suit, action or proceeding against JVocals, and/or any of our respective directors, officers, employees, or representatives (each, an "Indemnitee"), that is based upon or arises from: Your use of the Platform; and/or Your breach of any provision of this Agreement (including, but not limited to, any inaccuracy of any of Service Provider's representations and warranties herein) (each of the foregoing, an "Indemnity Claim").
12. Term and Termination
12.1. Term. This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the "Term").
12.2. Termination for Convenience. JVocals reserves the right to immediately terminate this Agreement, or otherwise modify, suspend or discontinue your access to and use of the Platform (or any part thereof), for any reason whatsoever, at any time, upon notice to you, and you agrees that JVocals shall have no liability to you for any such termination, modification, suspension, or discontinuance. You may terminate this Agreement at any time and for any reason. If you object to any term or condition of this Agreement or any subsequent changes thereto, or becomes dissatisfied with the Platform in any way, your sole remedy is to terminate this Agreement.
12.3. Termination for Breach. Each party may terminate this Agreement immediately upon written notice to the other party: (a) if the other party commits a material breach under this Agreement and fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach; and/or (b) if the other party is declared bankrupt by a judicial decision, or, in the event an involuntary bankruptcy action is filed against such other party, it has not taken, within sixty (60) days from service of such action to such party, any possible action under applicable law for such filed action to be dismissed.
13. Consequences of Termination; Survival
Upon termination of this Agreement you shall immediately cease use of the Platform, except to the extent strictly necessary for you to execute any Orders purchased before the termination effective date. For removal of doubt termination of this Agreement shall not derogate from Service Provider's obligations with respect to Orders approved prior to the termination date. Sections 8 (Ownership and Content License) through 15 (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive, or that by its nature ought to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
14. Governing Law
This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of Israel, without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed. Any claim, dispute or controversy under, or otherwise in connection with, this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in Tel-Aviv, Israel, and you hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAUSE OR CAUSE OF ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR ELSE YOU AGREE THAT SUCH CLAIM OR CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
15.1. Assignment. JVocals may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without JVocals's express prior written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement binds and benefits each party and its respective successors and assigns.
15.2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
15.3. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
15.4. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by JVocals, the writing must be duly signed by an authorized representative of JVocals), and shall be valid only in the specific instance in which given.
15.5. Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.
15.6. No Storage. The Platform is not intended to, and will not, operate as a data storage product or service, and you agree not to rely on the Platform for the storage of any Account content whatsoever. You are solely responsible and liable for the maintenance and backup of all Account content. Notwithstanding the foregoing, JVocals reserves the right to automatically download Account content to JVocals's cloud-based database(s).
15.7. Notices. You agree that JVocals may send you notices by email, via your Account, by regular mail, and/or via postings on or through the Platform. Except as stated otherwise in this Agreement or provided by the functionality of your Account, you agree to send all notices to JVocals, to firstname.lastname@example.org
15.8. Force Majeure. JVocals shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages, and/or (d) other similar cause beyond JVocals's reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Platform shall not be deemed within JVocals's reasonable control.
15.9. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.