Terms of Use

The following agreement (hereinafter: the "Agreement" or the "Terms of Use") describes the terms on which GeoSim Systems Ltd. (hereinafter: “GeoSim”) offers you access to its software or any portion thereof (including but notwithstanding Virtual Philadelphia or any portion thereof), its web products (including but notwithstanding GeoSimPHILLY) (hereinafter referred to collectively or individually as the "Product") and its services.
This offer is conditioned on your agreement to all of the terms and conditions contained in the Agreement, including your compliance with the policies and terms Product by reference in this Agreement. By using the Product or our services, you agree to these Terms of Use. If you do not so agree, you should decline this Agreement, in which case you are prohibited from accessing or using the Product. GeoSim reserves the right to amend this Agreement at any time in its sole discretion, effective upon posting the amended Agreement at its Product instead of a prior version of this Agreement, or by communicating these changes to you through any written contact method we find reasonably suitable.
The Product and our services are offered and made available only to users 13 years of age or older. If you are not yet 13 years old please discontinue using the Product immediately, or if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Product immediately because by using or attempting to use the Product, you certify that you are at least 13 years of age and meet any other eligibility requirements made by GeoSim.

The herein detailed terms and conditions constitute a legally binding agreement between you and GeoSim and any of its affiliated company for as long as you use the Product and/or services made available to you by GeoSim. By using the Product, you understand, acknowledge and agree that you will abide by the terms of this Agreement and any additional terms that govern our Product and services (hereinafter: the "Additional Terms"). The Additional Terms are enclosed in the Privacy Policy hereby incorporated in this Agreement by reference. To the extent that there is a conflict between this Agreement and Additional Terms for the activity you wish to execute, the Additional Terms shall govern. This Agreement will remain in full force and effect as long as you are a user of the Product and in the event of termination of any membership, service or feature, you will still be bound by your obligations under this Agreement, the Privacy Policy, the License Agreement, and any Additional Terms as may be relevant at the time, including any indemnifications, warranties and limitations of liability.

The words "use" or "using" in this Agreement, means any time an individual (hereinafter: a "User"), directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with, use, display, view, print or copy from the Product, transmit, receive or exchange data or communicate with the Product, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Product, for any purpose whatsoever. This Agreement does not cover your rights or responsibilities with respect to third party content or Products or any links that may direct your browser or your connection to third party Products or pages. This is the entire and exclusive Agreement between you and us regarding use of the Product.

1. REGISTRATION

We may require each user to have a unique user name/login and password combination in order to access and use the available features and functions of the Product. Please read our Privacy Policy, which describes the personally identifiable information (hereinafter: "Personal Information") we collect, use, disclose, manage and store. As part of the download and registration process of our Product, you will choose a user name and password. Your user name and password are personal to you and you may not allow any others to use your user name or password under any circumstances. We are not liable for any harm caused or related to the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your user name or password or any other need to deactivate your user name or password due to security concerns.

2. OWNERSHIP OF INTELLECTUAL PROPERTY

The contents of the Product, including all software, sites, design, text, images, photographs, illustrations, signs, audio and video material, artwork, graphic material, posted items, databases, proprietary information and all copyrightable or otherwise legally protected elements of the Product, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (hereinafter individually and/or collectively: the "Material"), are the property of GeoSim, and its subsidiaries, affiliates, licensors, suppliers, operational service providers, advertisers, promotional partners, or sponsors and are legally protected, without limitation, under any and all applicable laws, regulations and treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, the term "Product" includes "Material" as well. The Product is to be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the Product, including notices on any Material you download, transmit, display, print or reproduce from the Product. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of GeoSim. Any unauthorized or prohibited use of any Material may subject you to civil liability, criminal prosecution, or both, under applicable laws. We require users to respect our copyrights, trademarks, and other intellectual property rights. We likewise respect the intellectual property of others. On notice, we will act expeditiously to remove content that infringes the copyright rights of others and will disable the access to the Product and our services of anyone who uses them to repeatedly infringe the intellectual property rights of others.

3. ADVERTISING

From time to time, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third parties (hereinafter collectively: the "Advertisers") such as our advertisers, sponsors, or promotional partners or partners of a different nature as a result of your use of the Product. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertiser or any goods or services you may purchase or obtain from any Advertiser).

4. RULES OF CONDUCT

Your use of the Product and services is subject to all applicable laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your user name or password. You shall not use, allow, or enable others to use the Product, or knowingly condone use of this Product by others, in any manner that is, attempts to, or is likely to:
  • be inappropriate, harmful, libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
  • affect us adversely or reflect negatively on us, the Product, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of the Product, or from advertising, linking or becoming a supplier to us in connection with the Product;
  • transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;
  • forge any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason;
  • violate any laws, regulations, judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person, firm or enterprise; gain unauthorized access to the Product, other users' accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Product or to use the Product in any manner which violates or is inconsistent with the terms and conditions of this Agreement;
  • modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Product or the rights or use and enjoyment of the Product by any other person, firm or enterprise; or
  • collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, firm or enterprise, in connection with their or your use of the Product, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so.

5. SHARING CONTENT

Your comments, suggestions and information are important to us. Portions of the Product may provide you and other users an opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions or material to us, the Product or other users (hereinafter: "Content"). You understand, acknowledge and agree that such sharing of Content is the sole responsibility of the person from which such Content originated. This means that you, the user, and not the Product or GeoSim, are entirely responsible for the consequences of all sharing of Content that you upload, post, email, transmit or otherwise make available via the Product. We do not monitor, endorse, edit or screen any Content that you upload, post, email, transmit or otherwise make available via the Product, although we reserve the right to do so, nor shall we be liable for any Content that is in violation of this Agreement. Under no circumstances shall the Product or GeoSim have or be construed to have any responsibility or liability for or in connection with any shared Content whatsoever; however, if we determine, in our sole discretion and judgment, that any shared Content does or may violate any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to share it by posting it; (b) remove and delete said shared Content; (c) revoke your right to use the Product; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration. If the shared Content originates from you or your account, you hereby agree that: (a) you are placing the Content in the public domain without reservation of any rights or further control over the Content or its use and you specifically authorize the Product and GeoSim to use such Content in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, and alone or together or as part of other information, content and/or material of any kind or nature; (b) you represent and warrant that (i) the Content is original to you or fully cleared for use as contemplated herein, (ii) the Content does and will not, in any way, violate or breach any of the terms of this Agreement, (iii) the Content does not contain libelous, harmful, or otherwise unlawful information, infringe or violate any copyright or other right, or contain any matter the publication or sale of which will violate any statute or regulation, (iv) the Content is not obscene or in any other manner unlawful, (v) the Content shall not be injurious to the health of the user, and (vi) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the Content; (c) if your Content incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right to place such Content in the public domain and grant GeoSim the right to use such Content as described above; (d) we have the right to delete, re-format and/or change your Content in any manner that we may determine (although you will not be responsible for any such changes made); and (e) you will not be entitled to any compensation because of the use or exploitation by us or any third party of any Content you make available on the Product or any ideas or concepts contained therein, and the submission of the Content, and/or any posting or display thereof, is not any admission of novelty, priority or originality. The amount of storage space on the Product per user is limited. Some Content may not be processed due to space constraints or outbound message limitations. You understand, acknowledge and agree that we assume no responsibility for deletion of Content or any failure to store, receive or deliver Content in a timely manner or any other matter relating to the posting of Content by you or other users and individuals.

If you believe that any content on the Product (including, without limitation, shared Content) violates any of the terms of this Agreement, please send an email to legal@geosimphilly.com to send us a message about it. We cannot guarantee that we will respond to your message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message.

6. HYPERLINKS TO THIRD PARTY PRODUCTS

The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the Product or any other form of link or re-direction of your connection to, with or through the Product, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of the Product, GeoSim, or any of its subsidiaries, affiliates, successors and assigns, and their respective officers, directors, employees, agents, representatives, licensors, suppliers, and operational service providers. We do not verify, endorse, or have any responsibility for, any such third party Products, their business practices, or any goods or services associated with or obtained in connection with any such Product, whether the Product's or GeoSim's logo or other identifying sign is on the third party Product as part of a co-branding or partnership, joint venture arrangement. If any third party Product obtains or collects Personal Information from you, in no event shall we assume or have any responsibility or liability. Please read our Privacy Policy, which describes how GeoSim collects and uses your Personal Information and its sharing policy in that regard.

7. DEACTIVATION/TERMINATION OF YOUR REGISTRATION

You may deactivate your account on the Product, at any time and for any reason, by emailing us your request to deactivate/terminate your account at support@geosimphilly.com. We may terminate your use of and registration on the Product, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.

8. DISCLAIMER AND LIMITATIONS OF LIABILITY

THE PRODUCT, AND ALL CONTENT, MATERIALS AND GOODS ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE PRODUCT WILL BE AVAILABLE FOR USE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Product. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Product, including, without limitation, any and all Contents associated with your use of the Product. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE PRODUCT, GEOSIM, OR ITS RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE PRODUCT AND/OR SERVICES OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. You further understand and acknowledge the capacity of the Product, in the aggregate and for each user, is limited. Consequently some messages and transmissions may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that GeoSim assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions or Content or for any failure or delay associated with any Content and you are hereby expressly advised not to rely upon the timeliness or performance of the Product for any transactions or Content. Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this Agreement may not apply to you.

9. INDEMNIFICATION

You agree to indemnify, defend and hold the Product, GeoSim, or their subsidiaries, affiliates, successors and assigns, business partners, shareholders, or any of their respective officers, directors, employees, agents, licensors, representatives, advertisers, operational service providers and suppliers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys' fees), resulting from any breach or violation of this Agreement by you, or public posting of your Content.

10. PRIVACY

We respect your privacy and the use and protection of your Personal Information. Please see our Privacy Policy for important information and disclosures relating to the collection and use of your Personal Information in connection with your use of the Product.

11. LAW THAT APPLIES TO THIS AGREEMENT; MISCELLANEOUS TERMS

This Agreement, together with any Additional Terms, such as our Privacy Policy and any other regulations, procedures and policies which we refer to and which are hereby incorporated by reference, contains the entire understanding and agreement between you and GeoSim and supersedes any and all prior or inconsistent understandings relating to the Product and your use of the Product. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or your use of the Product, regardless of form or the basis of the claim, may be brought by you more than twelve (12) months after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). This Agreement and your use of the Product is governed by, construed and enforced in accordance with the internal substantive laws of the State of Israel and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the Competent Courts situated in Tel-Aviv Yafo, Israel and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non convenience or otherwise. This Agreement was last modified on January 20th, 2008 and is effective immediately.