Terms of Use

TERMS AND CONDITIONS

1. GENERAL

1.1. Welcome to Soulo Memories (“App“). These Terms and Conditions (“T&C“) are a legally binding agreement between You, the person or entity that will be accessing or using the App and/or services (“You” or “Users“), and Soulo Memories Ltd (“Company” or “We” or “Us”), with respect to the use of the App. The App allows its Users to create an online memorial profile for their loved ones or an online profile for themself, in which they can share various content, including photos, videos, memories and other information with a dedicated audience, that will help commemorate them in the most personal and dignified way for generations to come.

1.2. By using the App and its services, You agree to be bound by these T&C and the related Privacy Policy that You have explicitly read and separately agreed to.

1.3. The Company reserves the right, at its sole discretion, to modify these T&C at any time by posting the modified provisions on the App, hence You should carefully read and understand these T&C before You accept them, since You shall be responsible for reviewing and becoming familiar with any such modifications. Please note that any such modifications shall become effective immediately upon posting. IF YOU DO NOT AGREE TO THESE T&C, YOU SHOULD NOT USE OR IMMEDIATELY REFRAIN FROM USING THE APP.

2. USAGE RULES

2.1. When You use the App, You represent, warrant and covenant that all the information You provide Us, on yourself or in relation to other third-parties, is free and clear from any and all third-parties intellectual property rights, accurate, complete, and current at all times. It is hereby clarified that typing false information, including false personal information, of any kind, is strictly prohibited, constitutes a civil tort and in some cases a criminal offense, and the perpetrator may face criminal and/or civil legal actions, including tort claims for damages caused to other users, third parties, the Company and/or anyone on its behalf.

2.2. You agree to accept responsibility for any and all activities in relation of your use of the App.

2.3. Your use of the App is at your own discretion and at your sole risk and You will be solely responsible or liable for any loss of data, damage or harm to any of your devices used to use or access the App. The information obtained by using the App is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement of any right, rule regulation or law, or any warranty whatsoever. The Company, its subsidiaries and its affiliates do not warrant that: a) the App will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the results of using the App will meet your requirements. Additionally, despite the company’s reasonable efforts, data or content uploaded to the App may be lost, damaged or otherwise unrecoverable.

3. PROHIBITED USE

3.1. You hereby undertake that You will not, and will not permit or authorize third parties to use the App in any way that: (i) is defamatory, abusive, harassing, threatening, racially, or constitute an invasion of a right of privacy of another person, or otherwise offensive, violent, vulgar, obscene, or otherwise harms or can reasonably be expected to harm any person or entity; (ii) is illegal or encourages or advocates illegal activity; (iii) post or transmit any communication or solicitation designed or intended to obtain private information from any third party; (iv) contain viruses, trojan horse, worm, or any other computer programs designed to interrupt, destroy, or limit the functionality of the App or any system, computer software, hardware or telecommunications equipment; (v) use a false identity or impersonate another person; (vi) violate or infringing of any rights (including, without limitation, privacy right, copyright, or other intellectual property rights) of any third party; or (vii) violate these T&C and/or our Privacy Policy and any applicable local, state, national or international law or regulation.

3.2. In addition, You will not, and will not permit or authorize third parties to: (i) take any action intended to circumvent or disable the operation of any security feature or measure of the App; (ii) publish, distribute, sell, disclose, market, sublicense, rent, lease, display, provide, transfer or make available any Company’s Content and/or the App or any portion thereof, to any third party; (iii) reverse engineer, disassemble, enhance, or otherwise modify or use the source code of the App or any part thereof; (iv) modify, reproduce, or create derivative works from the App or any part thereof; (v) access or use the App via automated means, including by crawling, scraping, caching, Bots or otherwise (except as may be the result of standard search engine protocols or technologies used by a search engine with our express consent).

3.3. You can create, or contribute to any Profile only if you are above the age of 13. If you are under the age of 13, We assume that a Profile was created with the consent of your parents or any adult having a legal authority over you and We deny any liability for any Profile created by a person under the aforementioned age.

4. OPERATING A PROFILE

4.1. In order for You to create an online profile (“Profile“), You need to register as a User on the App and provide the relevant Personal Information as defined in our Privacy Policy. A Profile will consist of a dedicated area of the App and all the Content (as defined below) thereof where the Profile creator (“Profile Admin“) manages the sharing of Content and memories.

4.2. The Profile Admin remains the sole owner and manager of the Profile and all the Content until the deletion of the Profile for any reason. For the avoidance of doubt, it is clarified that the Profile Admin has the option to delete his Profile.

4.3. The contribution to any Profile, whether in photos, videos, or written comments, regardless of the identity of the contributor, including any application/request made by any User and the relevant information provided therein, is designated as the “Content“. The Profile Admin bears the exclusive liability as to the Content displayed on its Profile, including with respect to any issue in connection with the consent of the persons concerned by the Profile, the proprietary rights of the Content, the accuracy of the Content and any claim of libel or defamation regarding the Content.

4.4. Without derogating from the above, You are responsible for the Content that You provide Us on the App and/or any Profile, including its legality, reliability, and appropriateness. By providing Us the Content, You represent and warrant that: (i) the Content is yours and/or You have the right to use it and the right to grant Us the rights to use it as described in these T&C and/or our Privacy Policy and (ii) that the Content does not violate any privacy rights, publicity rights, copyrights, trademarks, contract rights or any other rights of any person or entity. You retain any and all of Your rights to any Content You submit on the App. We take no responsibility and assume no liability for Content You or any third-party provide Us on or through the App and/or any Profile. However, by providing Us the Content, You hereby grant Us the right and permission to use, modify, publicly display that Content, in order to use our best endeavors to assist You with your application/request. We have the right, but not the obligation, to monitor, edit or delete all Content at any time, for any or no reason, without the obligation of any prior notice.

4.5. As a Profile Admin, You must regularly check the Content displayed on your Profile and remain vigilant as to the intellectual property, privacy and other rights of the persons displayed, the accuracy of the comments and their nature. You have the ability to delete any comment, photo or video from your Profile, and You can block any User from having access to, or contributing to your Profile. Your Profile contains various functionalities, including the possibility to make your Profile ‘Public’ (any User can review the Content of your Profile and add additional Content) or ‘Private’ (the Content will be accessible only to invited Users).

4.6. You may send an invitation to other Users via your Profile and/or the App and/or email with a link to your specific Profile, as applicable.

4.7. All Users are able to review and contribute to the Content of all Public Profiles, yet the contribution to Private Profiles is subject to a prior invitation by the Profile Admin.

4.8. As a Profile Admin and/or a User, You may have personal grounds or claims against the Content of a certain Profile. In such case, We invite You to contact the Profile Admin, who is exclusively liable for the Content displayed on his Profile, and settle the objections directly with the Profile Admin. Should such amicable settlement fail, we will offer our mediation services, without attributing any responsibility or obligation to find a resourceful solution, through our support service at: contact@soulomemories.com.

4.9. As a Profile Admin, you may choose to delete your Profile at any time by requesting so through the functionalities offered on the App or by contacting our support service. Should You wish to collect all the Content displayed on your Profile, please contact our support service at: contact@soulomemories.com.

5. INTELLECTUAL PROPERTY

5.1. We retain all rights, titles, and interests in and to the App (including all related intellectual property rights). Subject to these T&C, We hereby grant You a limited, personal, non- transferable and/or assignable, non-exclusive, permission to use the App and/or to create a Profile, provided that You will not alter or modify any part of the App. Except as expressly provided herein, no other rights or licenses, expressed or implied, are granted to You by Us with respect to the App, including any part of its content and/or intellectual property right, whether registered or not.

5.2. All photos, texts, scripts, designs, graphics, logos, audios, videos, songs, interactive features, interfaces, software, code, trademarks, service marks, trade names and other content used, displayed, included, incorporated, uploaded, posted or published by Us and/or anyone on our behalf as part of the App, are our sole and complete property and/or our licensors (“Company’s Content“), and subject to copyright and other intellectual property rights under applicable laws, and You may not use, download, distribute and/or copy them, in whole or in part, without our prior written permission. For the sake of clarity, You may not copy, reproduce, modify, publicly display, publicly perform, publish, distribute sell, license, rent, transfer, reproduce, create derivative works based on, or exploit in any way, the Company’s Content or any part thereof.

5.3. If You believe in good faith that any material or content, including Company’s Content, made available on or through the App has been used or exploited in a manner that infringes and/or violates your rights, including intellectual property rights, please send Us prompt written notice thereof via e-mail: contact@soulomemories.com, while specifying the exact location of the infringing material, relevant details of the nature of the infringement etc. We will examine your notice within a reasonable time, and if We will find that the use of such content in question does in fact violates your rights, then We will remove the relevant content from the App.

5.4. We may allow Users to post comments, questions, reviews, feedback, etc., and to contact Us and/or other Users in relation to the App and/or any Profile. We are not and will not be liable for any kind of feedback, comment, review, or question that originates from the Users and reserve the right to remove them from the App and/or any Profile without notice, at our sole discretion and in accordance with applicable law.

6. GENERAL TERMS OF USE

6.1. We reserve the right to change, suspend, take offline or discontinue the App and/or any Profile, at our sole discretion, at any time and without notice or liability.

6.2. You are solely responsible for the activity that occurs in relation to the App and/or any Profile by You or on Your behalf. You must notify Us immediately of any breach of security or unauthorized use of the App and/or your Profile.

6.3. You are responsible for obtaining and maintaining any equipment, hardware, software or ancillary services required to access and use the App and/or any Profile, and for any fees charged by third parties in connection therewith, as necessary and if applicable, and We have no responsibility or obligation in connection therewith.

6.4. If You send Us any feedback or suggestions regarding the App and/or any Profile, You acknowledge that We may use them at our sole discretion, without any obligation to compensate You in any manner for such feedbacks or suggestions.

6.5. The use to any personal information provided by You and/or accumulated about You when using the App and/or any Profile shall be in accordance with our Privacy Policy, which is an integral part of these T&C.

6.6. It is hereby clarified that the App may contain any links to other third parties’ apps and/or websites and/or features and/or other platforms, or referrals to certain third parties’ products, content or services that are not owned or controlled by Us and that We have no control over them. If You choose to visit such third party’s platforms, or use its products or services, please be aware that such third party’s own terms of use and privacy policy will apply and govern Your activities. We do not make any representation or warranty whatsoever regarding such third party’s platforms, services, products or content. We also do not endorse and cannot ensure that You will be satisfied with any content, products or services that You accessed, purchased or download from such other third parties, if any, and are not responsible or liable in any manner for your interaction with such third parties.

6.7. Third party’s information and/or services, if provided through the App and/or any Profile, are not controlled by Us and We do not endorse any such third party’s information and/or services and in no event We will be liable for the aforementioned.

7. TERMINATION

7.1. We may terminate or suspend the App and/or any Profile (or any part thereof) immediately, without prior notice or liability and at our sole discretion. All the provisions of these T&C which by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability) shall remain in full force and effect following termination thereof. Termination of these T&C shall not relieve You from any obligation arising or accruing prior to such termination or limit any liability which You otherwise may have towards Us.

8. WARRANTY AND DISCLAIMER

8.1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APP AND/OR ANY PROFILE IS AT YOUR FREE WILL AND SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS SOLELY WITH YOU. THE APP AND/OR ANY PROFILE ARE PUBLISHED WITHOUT WARRANTY OF ANY KIND. WE DO NOT WARRANT THAT YOUR USE OF THE APP AND/OR ANY PROFILE WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET YOUR SPECIFIC REQUIREMENTS. WE MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE APP, THE PROFILES, THE CONTENT AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, COMPATIBILITY, NON- INFRINGEMENT OR COMPLETENESS OF RESPONSES, RESULTS AND LACK OF NEGLIGENCE.

9. LIMITATION OF LIABILITY

9.1. WE SHALL NOT BEAR ANY LIABILITY, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE APP AND/OR ANY PROFILE AND/OR ANY CONTENT THAT IS PRESENTED THROUGH THEM. USERS AND PROFILE ADMINS AGREE THAT THEY ARE FULLY AND EXCLUSIVELY LIABLE FOR ANY USE THEY AND/OR ANYONE ON THEIR BEHALF MAKES ON THE APP AND/OR ANY PROFILE AND/OR ANY CONTENT APPEARING ON THEM, AND THAT THEY ARE AWARE THAT WE ARE NOT AND WILL NOT BE LIABLE FOR IT, EITHER DIRECTLY OR INDIRECTLY.

9.2. IN NO EVENT SHALL THE COMPANY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR ANY LOSS, DAMAGE, OR HARM, INCLUDING PERSONAL INJURY, OR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS INFORMATION, OR LOSS OF USE OR OTHER PECUNIARY LOSS, IN CONNECTION WITH OR ARISING OUT OF THESE T&C, THE APP, ANY PROFILE AND/OR YOUR USE OF OR INABILITY TO USE THEM, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT DEROGATING FROM THE ABOVE, IN NO CASE SHALL THE AGGREGATE LIABILITY OF THE COMPANY AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES UNDER THESE T&C OR ARISING OUT OF OR OTHERWISE RELATED TO YOUR USE OF THE APP AND/OR ANY PROFILE EXCEED ONE HUNDRED US DOLLARS.

10. INDEMNIFICATION.

10.1. Upon our first demand, You will indemnify and hold Us, our shareholders, directors, officers and employees, harmless from any claim, liability, cost, loss, damage and expense (including reasonable legal fees) caused due to Your access and use of the App and/or any Profile in violation of these T&C and/or in violation or infringement of any rights (including, without limitation, privacy right, copyright, or other intellectual property rights) of other Users or any third party and any applicable law.

11. MISCELLANEOUS

11.1. These T&C and its performance shall be governed exclusively by the laws of the State of Israel, without regard to conflict of law’s provisions that would result in the application of the laws of any other jurisdiction. The parties hereto submit the exclusive jurisdiction to the courts of Tel- Aviv-Jaffa.

11.2. These T&C and our Privacy Policy constitute the entire agreement between You and the Company with respect to the access and/or use of the App and/or any Profile, and supersede all prior or contemporaneous understandings regarding such subject matter.

11.3. The Company reserves the right to update these T&C from time to time, with or without notice, and will post its updated T&C on the App. Your continued use of the App will be subject to the then-current T&C. If any modification is unacceptable to You, You may cease using the App. If You do not cease using the App, You will be deemed to have accepted those modifications.

11.4. The Company may assign at any time any of its rights and/or obligations hereunder to any third party without requiring Your consent.

11.5. The failure of the Company to enforce any right or provision in these T&C will not constitute a waiver of such right or provision unless acknowledged and agreed by the Company in writing.

11.6. These T&C will also govern any future upgrades or updates or new releases provided by the Company in connection with the App and/or any Profile, unless any such upgrades or updates are accompanied by a separate set of terms and conditions, in which case the terms of that upgraded or updated T&C will govern.

11.7. In the event that a court of competent jurisdiction finds any provision of these T&C to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

11.8. If You have any questions or queries about these T&C or our services in general, please do not hesitate to contact us via e-mail at: contact@soulomemories.com.

Last updated date: October 2022