IMPORTANT: BY ACCESSING AND/OR USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT ACCESS OR USE THE SERVICES.

1. ACCEPTANCE OF TERMS

THE FOLLOWING AGREEMENT CONSISTS OF THE TERMS AND CONDITIONS (THE “TERMS”) GOVERNING YOUR (“USER” OR “YOU”) ACCESS AND USE OF THE SHOPSTAR APPLICATION AND PLATFORM (THE “PLATFORM”) AND SERVICES OFFERED THEREIN (AS FURTHER DEFINED BELOW), WHICH ARE OFFERED TO YOU BY VETCH LTD. AND ITS AFFILIATES (“COMPANY”, “SHOPSTAR”, “WE” OR “US”). 

THESE TERMS AND CONDITIONS TOGETHER WITH SHOPSTAR’S PRIVACY POLICY (COLLECTIVELY, THE “TERMS“) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND SHOPSTAR, AND BY CONTINUING TO ACCESS OR USE THE SERVICES IN ANY WAY OR MANNER YOU AGREE TO ABIDE BY, AND THAT YOU ARE BOUND, BY THESE TERMS. 

YOUR ACCESS TO AND USE OF THE APPLICATION, PLATFORM AND/OR SERVICES AS A REGISTERED INFLUENCER OF SHOPSTAR (“INFLUENCER”), IS CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THESE TERMS. IF YOU DO NOT UNDERSTAND AND/OR AGREE TO THESE TERMS, YOU SHOULD IMMEDIATELY EXIT THE PLATFORM, UNINSTALL THE APPLICATION AND AVOID MAKING ANY USE OF THE SERVICES.

2. THE SERVICES 

Shopstar is a platform and application which enables social media influencers and third party content creators (“Influencers”) to partner with merchants who provide their products and services on e-commerce platforms (the “Merchants”) and take part in their branding and marketing program. Influencers will be able to create online content with respect to Merchant products purchased through e-commerce platforms and release it through their account on participating social media channels (“Channels”) to receive a personalized discount on their order (collectively, the “Services”). 

To be entitled to receive discounts on orders, Influencers must link a purchased product on their Channel account along with a coupon code provided to them by Shopstar (“Coupon Code”). Influencers may also release any additional content produced by them in association with the product and/or Merchant, including without limitation any videos, images, review, ratings, suggestions, comments, promotions, information, summary or other content and materials featuring such Merchant product (“User Content”).

Discount rates will be applied in accordance with a credit score assigned to them by Shopstar which may take into consideration, inter alia, an Influencer’s overall social media presence, their Shopstar transaction history, confirmed linking and posting activities as well as review of the Influencer’s content (“Influencer’s Credit Score”). 

The Services include any content, features, software, related technology, information, text, graphics, videos, photos or other materials uploaded, submitted, downloaded or appearing or available on the Platform and/or Services (collectively, the “Content“).

3. INFLUENCER RESPONSIBILITIES

Influencer will have full creative privileges in the production of the User Content subject to the representations and warranties set forth below and to any content guidelines which may be issued by the Merchant from time to time.
Influencers who decide to utilize their private coupon code generated by Shopstar agree to post a video on their selected social media platform within 14 days from the product’s arrival. Failure to post a video is considered a breach of terms.

Rights to User Content. Influencers alone are responsible for User Content, including with respect of users’ reliance on the quality, accuracy, or reliability, and any risks associated with the User Content. Influencers may not imply that User Content is in any way endorsed by Shopstar and/or the Merchant. Influencer owns and will continue to own all intellectual property rights in the User Content, except for the rights, title and interest in and to the Merchant’s Intellectual property Rights (as defined below) which shall remain the sole exclusive property of Merchant. By entering these Terms, Influencer hereby grants Merchant an irrevocable, royalty-free, perpetual, transferable, sublicensable, worldwide license and right to share, use, publish and/or otherwise distribute the User Content in any format via Merchant’s social media channels, including paid campaigns and in any public relations, promotional and/or marketing materials, and approach other media outlets for additional publicity.

For the purpose of these Terms, “Intellectual Property Rights” means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress, the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired. 

Representations and Warranties. Each Influencer hereby represents and warrants that: (i) it owns or have the necessary permissions and licenses to use and authorize the use of User Content contributed in connection with the Services as described herein; (ii) the User Content complies with and will comply with all applicable laws, rules and regulations, the Terms and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, confidentiality, privacy rights, and any other rules published by the FTC and other advertising and marketing regulations, including inclusion of proper disclaimers of marketing content; (ii) the User Content does not and will not contain any threatening, offensive, racist, hateful, violent, sexually explicit, obscene, libelous, defamatory, false, misleading or otherwise inappropriate content; (iii) the User Content is free from any restrictions, third party rights, payment obligations and/or royalties; (iv) the User Content is compliant with any additional content guidelines issued by the Merchant from time to time at its sole discretion which may apply to it in as made available by Shopstar through the Platform and updated from time to time; (v) Influencer will avoid using any underage persons and/or people who did not agree to participate/be mentioned in the User Content and to its uploading and will obtain all proper consent necessary for the provisions of any personally identifiable information to Shopstar and/or the Merchant to enable the grant of license pursuant to these Terms; (v) Influencer will avoid making excessive, unfair, negative, misleading, or disparaging comments about the Merchant and/or any of its products or services, or otherwise harming the Merchant’s reputation; and (vi) Influencer will avoid mentioning, by name or otherwise, any other company/brand or products or making comparisons to, any other products, including, but not limited to any other products/services which directly compete with the Merchants products (“Content Guidelines”). 

Tax. Influencer is responsible for paying any taxes associated with the benefits received by Influencer through the Services, including without limitation any levies, duties, fees or other amounts assessed or imposed by any government authority, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction. 

4. ELIGIBILITY TO USE OUR SERVICES

The Platform and Services are provided for use by individuals who are natural persons, who are at least 16 years old and who are of sufficient legal age and capability to form a binding agreement under the laws of their domicile. You may not use the Platform and the Services and may not accept these Terms if (a) you are not of legal age or have the proper legal capability to form a binding contract with Shopstar (as determined in your domicile), or (b) you are a person barred from using the Platform or the Services under the laws of the country in which you are domiciled or from which you access or use the Platform and the Services. Subject to applicable law, Shopstar may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.

5. ACCESS TO THE SERVICES; REGISTRATION 

To access the Platform and use the Services, you must create an account and register as a member (respectively, “Account” and “Influencer”). 

You agree to (i) provide accurate and complete Account and login information; (ii) keep all Account login details and passwords secure at all times; (iii) remain solely responsible for the activity that occurs in your Account; and (iv) promptly notify Shopstar of any unauthorized access or use of the Account or the Service.  Shopstar will not be liable for any loss that you may incur as a result of unauthorized use of the Account. You will not allow the use and access to the Services by third parties.

Please note that your entitlement to use any Coupon Code is subject to the ongoing engagement of the applicable Merchant in the Shopstar Services and any Coupon Codes for Merchants who cease using the Services shall immediately expire upon such Merchant terminating its engagement with Shopstar. 

Influencer acknowledges that the Shopstar Platform is still under development and is provided in a “beta version”. As such, the Shopstar Platform and Services may contain defects, deficiencies, bugs, errors or other problems. Influencer shall be responsible for establishing backup, log, batch, review and other procedures and controls appropriate to maintain the integrity and continuity of its operations and data and Shopstar shall not be liable for any loss of data. Shopstar may and is likely to alter the Services’ specifications, capabilities, functions, features and/or configurations. Shopstar may also choose to discontinue the Services altogether. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE BETA VERSION IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SHOPSTAR HEREBY EXCLUDES ANY IMPLIED WARRANTIES IN CONNECTION WITH THE BETA VERSION OF THE SHOPSTAR PLATFORM AND SERVICES WHICH SHALL BE GOVERNED BY THE DISCLAIMER AND EXCLUSIONS UNDER SECTIONS 9 AND ‎10‎ AND OF THESE TERMS. SHOPSTAR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE BETA VERSION SHALL NOT EXCEED US$1,000.

6. LICENSE

Subject to the terms and conditions set forth herein, Shopstar hereby grants to you, and you accept, a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access the Services, solely for your internal business purposes and not for any commercial use, resale or further distribution. The rights herein shall be granted until terminated in accordance with these Terms.

In addition, during the Term and subject to the terms and conditions of these Terms, Merchant shall grant the Influencer a limited, revocable, nonexclusive, non-transferable license and right to use, reproduce, display, distribute and transmit Merchant’s name, logo and any other trademarks, trade names, service marks, photographs, graphics, artwork, text and other content provided or specified by Merchant in any and all media formats, whether registered or unregistered, (collectively the “Marks”), solely the purpose of generating User Content in accordance with the Content Guidelines. 

7. LIMITATION ON USE

You undertake to use the Services solely for personal purposes and not in order to provide services to a third party. Except as specifically permitted herein, you agree not to (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share your Account and/or any of your rights under these Terms with/to any third party; (ii) transfer, distribute, scrape, copy all or any part of the Services and/or the Shopstar IPR (as defined below); (iii) make use of the Services in any jurisdiction where same are illegal or which would subject Shopstar or the Influencers to any registration requirement within such jurisdiction or country; (iv) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal use; (v) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (vi) access the Services through or use with the Services any unauthorized means, services or tools including without limitation any data mining, robots, or any other automated means or data gathering and extraction tools, including without limitation in order to extract for re-utilization of any parts of this Services; (vii) perform any act that destabilizes, interrupts or encumbers the Services or their servers or use automatic means, robots or crawlers, that enable sending more request messages to the servers of the Services, in a given period of time, than a human can reasonably send in that time period by using the Services; (viii) copy, modify, create derivative works, translate, reverse engineer, decompile, disassemble or make any attempt to discover the source code of the Services and/or any other software available on the Services or create derivative works thereof; (ix) penetrate or circumvent or attempt to penetrate or circumvent any technical restrictions or limitations included in the Services or their servers; (x) remove any proprietary notices or labels. You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services (e.g. internet provider) required for getting access to and using the Services.

8. PROPRIETARY RIGHTS

Shopstar IPR. The Platform and Services, including without limitation any underlying data, software, platforms, algorithms, technology, design, UI, any information, services and features, Content, Feedback (defined below) and any modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto (“Shopstar IPR“) are the exclusive property of Shopstar or its licensors who retain all right, title and interest in connection therewith. No transfer or grant of any rights by Shopstar is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the Shopstar IPR or otherwise, except for the limited license set forth in Section ‎6 above. 

Feedback. Please be advised that if you send us ideas, suggestions, inventions, or materials regarding the Platform, Services or Content (“Feedback“), Shopstar: (i) owns all right, title and interest in and to the Feedback without any restriction; (ii) not be subject to any obligation of confidentiality; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation or credit to you or any other person. 

Aggregated Data. Shopstar may aggregate and use data derived from your use of the Services to operate, improve, analyze and support the Services, for distribution in general benchmarking data and industry reports, and for other lawful business purposes, provided that the data does not directly or indirectly identify User or any identifiable natural person (“Aggregated Data”). Shopstar will implement technical safeguards and business processes that prohibit reidentification of the Aggregated Data and prevent inadvertent release of the Aggregated Data.

Trademark Use. Influencer will include proper disclaimer that the User Content is posted in association with Shopstar and the applicable Merchant. To this end, Shopstar or Merchant hereby grants to Influencer the non-exclusive, non-transferable, non-sublicensable, revocable license to use and display the tradenames, logo and trademarks of Shopstar or Merchant, respectively (“Marks”) solely to the extent reasonably necessary for the marketing, promotion, and distribution of User Content in accordance with the Terms. Use of the Marks shall be pursuant to Shopstar’s or Merchant’s (as applicable) usage policies as provided to Influencer from time to time. All Shopstar Marks are exclusively owned by Shopstar. All other trademarks, service marks, product names, and logos appearing on or through the Service are the property of their respective owners and Influencer and no right is granted to Influencer with respect thereof. 

Moral rights. to the extent permitted by applicable law, you hereby waive any moral rights in connection with the User Content, its publication, use, modification, deletion and exploitation in accordance with the license provisions set forth herein and further agree that the Merchant may remove or include any personally identifying information relating to you in connection with the User Content or any derivative works thereof. You hereby irrevocably waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any User Content and you release Shopstar, the Merchant, and each of their licensees, successors and assigns, from any claims by virtue of any such moral rights.

9. WARRANTIES AND DISCLAIMERS

Warranties. Each party represents and warrants that: (i) it has the full power and authority to execute and fully perform the Agreement in accordance with its terms; and (ii) its execution and performance of its obligations under the Agreement will not violate any agreement to which it is a party. 

Platform Only. Shopstar is not responsible for any products or services that Merchant provides to Influencers through the E-Commerce Platform. Merchant is solely responsible for any aspects relating to the transaction between it and the Influencers, including the terms and conditions of sale, Merchant’s delivery policy and returns, cancellation and refund policies, Merchant’s dispute and complaints policy and procedure, customer service email and all aspects of privacy compliance. Please ensure to advise with the Merchant regarding any applicable terms of sale and service. 

Disclaimer. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SHOPSTAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

SHOPSTAR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SHOPSTAR IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH USER CONTENT OR A THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF A MERCHANT MISUSES USER CONTENT, OR INFLUENCER PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE MERCHANTS LISTED OR FEATURED ON THE SERVICE. 

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL SHOPSTAR AND ITS AFFILIATES AND ITS AND THEIR PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL,  SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, EVEN IF SHOPSTAR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITHOUT DEROGATING FROM THE FOREGOING, SHOPSTAR’S AGGREGATE LIABILITY UNDER ANY LEGAL THEORY SHALL NOT EXCEED US$1,000.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. INDEMNIFICATION

You agree to defend, indemnify and hold Shopstar and all of its owners, managers, officers, and affiliates harmless against any losses, expenses, costs, claims, damages (including attorneys’ fees, expert fees’ and other costs of litigation) arising from any third-party claim arising out of (i) User Content (except where such claim is due to the Shopstar’s breach of these Terms); or (ii) any breach of these Terms or violation of applicable laws by you.

12. THIRD PARTY CONTENT

The Service may host features that involve integrations with platforms, add-ons, services or products provided by a third party, or include links to other third-party websites or applications (“Third Party Services”). These Third-Party Platforms are governed by their own terms and privacy policies and may enable data exchange between the Services and the applicable Third-Party Services provider. Influencer understands and agrees that Shopstar does not control and has no liability for Third-Party Services providers, including their security, functionality, operation, availability, interoperability or how the Third-Party Services providers use data received from the Services. 

13. PRIVACY 

Shopstar’s privacy practices are governed by Shopstar’s privacy policy, the most updated copy of which can be found at: getshopstar.com/privacy-policy (“Privacy Policy“). The Privacy Policy does not cover the information practices exercised by other providers of products or services, advertisers or other web-sites, or companies/people that Shopstar does not own or control. Shopstar is not and cannot be responsible for the content or the privacy policies of websites to which it may link or websites and services that link to the Services.

14. TERMINATION; SUSPENSION

We may terminate or suspend your right to access or use your Account, any portion or all of the Services and/or Shopstar IPR immediately at our sole discretion without notice if we believe in good faith that: (i) these Terms have been, or are suspected to have been, breached by you or any person on your behalf; (ii) to safeguard the rights of Shopstar, its Users or any third party; and/or (ii) to ensure the security, integrity and availability of the Services. Upon termination you shall immediately cease using the Services. Termination and/or suspension will not limit either party’s liability for obligations accrued as of or prior to such termination and/or suspension or for any breach of the Terms. All provisions which by their nature and intent are reasonably required to survive termination or expiration (including, without limitation, confidentiality obligations, warranty disclaimers, indemnification obligations, and limitations of liability) shall survive expiration or termination of the Terms.

15. MODIFICATION OF TERMS

We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, we shall notify you via email or by means of a prominent notice on the Website. You should check the Platform and our Services periodically and review changes to the Terms at getshopstar.com/terms-of-use. By continuing to use the Platform or Services following such modifications, you agree to be bound by such modifications. If you are not comfortable with any provision of these Terms, please do not use the Platform or Services.

16. GOVERNING LAW; DISPUTE RESOLUTION

The laws of Israel will govern these Terms without regard to its conflict of law principles. Any and all legal claims, suits or actions that arise in connection with these Terms and the Services, claimed against Shopstar shall be brought exclusively in the courts located in Tel-Aviv, Israel. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded.

Notwithstanding the foregoing, in the event of breach or threatened breach by of any provision of the Terms by you, you acknowledge that Shopstar may suffer significant and irreparable harm that could not be satisfactorily compensated in monetary terms, and that the remedies at law available to Shopstar may otherwise be inadequate. Therefore, Shopstar shall be entitled, in addition to any other remedies to which it may be entitled to under law or in equity, to the immediate ex parte issuance, without bond, of an equitable relief, including without limitation an injunctive relief, in any jurisdiction worldwide. 

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 SERVICES OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

17. GENERAL

The failure of Shopstar to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any of the provisions of these Terms are held invalid, unenforceable, or void by a court or other tribunal of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. These Terms are not assignable, transferable or sub-licensable by either party except with the other party’s prior written consent; provided, however, that either party may freely assign these Terms without the other party’s consent to its parents, subsidiaries or commonly owned affiliates or to a third party in connection with a merger, reorganization or acquisition of all or substantially all of the assets or equity of such party.

If you have any further questions or require further clarification, please contact us by sending an e-mail to: support@getshopstar.com

Last updated: November 9, 2022