The 8hands software (the "Software") is offered to you (hereinafter "you" or "User") by EglooMedia Inc. and its affiliate companies ("we", "us" or "EglooMedia"), the operator of 8hands.com and any successor thereto (the "8hands Web Site"), subject to the terms and conditions of this 8hands End User License Agreement (the "EULA"). The EULA includes the terms and conditions set forth herein and incorporates by reference the 8hands Privacy Policy, which may be updated by us from time to time without notice to you. You can view the current version of the 8hands Privacy Policy at http://www.8hands.com/privacypolicy.

 

Please read the EULA carefully, because it is a legal contract and imposes obligations on you as a user of the Software, together with any and all enhancements, upgrades, and updates that may be provided to you in the future by EglooMedia.

 

BY CLICKING THE "I ACCEPT" BOX, YOU WILL BE BOUND BY THE EULA. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE EULA, YOU SHOULD SO INDICATE AT THE APPROPRIATE SCREEN AND PROMPTLY DISCONTINUE THE INSTALLATION AND DOWNLOAD PROCESS.

 

1. SOFTWARE AND SERVICE

 

The Software is a tool that provides you with (a) an automatic, customized, dynamically generated personal dashboard that presents a concise summary of all your online social networking activities and generates useful statistics; (b) a content aggregation service that enables you to track your friends' latest events and activities, provided that your friends are Users who have provided their consent; (c) an instant messaging tool allowing you to interact with other Users; (d) the option, if you so choose, to share your personal dashboard with other Users; and (e) the ability to manually or automatically find new friends who share your interests and to share content and data with such friends (together, "the Service").

 

2. LICENSE

 

EglooMedia grants you a limited, nonexclusive, nontransferable, nonsublicensable, and revocable right to use the Software during the time that the EULA is in effect subject to your compliance with the terms and conditions of the EULA. The Software is licensed to you for the sole purpose of engaging in personal, non-commercial use and provided that you do so in accordance with the terms and conditions of the EULA. All rights relating to the Software that are not expressly licensed in the EULA, whether now existing or which may hereafter come into existence, are reserved for EglooMedia. The Software and the Service contain proprietary and confidential information that is protected by intellectual property and other laws. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trade secrets, trademarks or other intellectual property rights relating to or in the Software, the Service, the 8hands Web Site or any accompanying documentation.

 

This license shall terminate immediately upon any violation by you of the EULA. If your license terminates, you must (a) cease any use of the Software, the Service and its components; (b) remove the Software from all hard drives, networks and other storage media; and (c) destroy all copies of the Software in your possession or under your control.

 

3. REGISTRATION

 

You are permitted to access the Service through the Software in accordance with the EULA if you have registered with us and obtained from us a valid user name and password. In order to use the Service, you are required during registration to enter the user name(s) and password(s) you use to access certain third party web sites and web services ("Third Party Sites"). For additional details, please read the 8hands Privacy Policy.

 

EglooMedia may at any time and in its sole discretion suspend or terminate any user account without notice or explanation. EglooMedia may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice.

 

4. CONTENT

 

The Service aggregates content posted by you and third parties on Third Party Sites ("Content"). Such Content is the property of its respective owner. The EULA does not give you a license to use Content or any rights therein or thereto. EglooMedia does not endorse and is not responsible for the Content or any link contained therein and makes no representations or warranties regarding the accuracy or reliability of the Content or any changes or updates thereto.

 

Use of Third Party Sites reached through the Software or the Service is subject to the terms and conditions presented on such Third Party Sites. YOU REMAIN SOLELY RESPONSIBLE FOR COMPLYING WITH THE TERMS AND CONDITIONS OF ANY THIRD PARTY SITES. Your correspondence or business dealings with Third Party Sites, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party Sites. EglooMedia is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of links from the Service to Third Party Sites.

 

YOU AGREE THAT YOU SHALL HAVE NO RECOURSE AGAINST EGLOOMEDIA (AND ITS SUCCESSORS AND ASSIGNS) FOR ANY ALLEGED OR ACTUAL BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF ANY THIRD PARTY SITES.

 

EGLOOMEDIA IS UNDER NO OBLIGATION TO CONTINUE AGGREGATING CONTENT FROM OR PROVIDING LINKS TO ANY THIRD PARTY SITE. EGLOOMEDIA MAY AT ANY TIME, FOR ANY REASON OR NO REASON, AND IN ITS SOLE DISCRETION DISCONTINUE THE SERVICE WITH RESPECT TO ANY THIRD PARTY SITE. YOU AGREE THAT YOU SHALL HAVE NO RECOURSE AGAINST EGLOOMEDIA (AND ITS SUCCESSORS AND ASSIGNS) FOR ANY SUCH PARTIAL OR COMPLETE TERMINATION OF THE SERVICE.

 

5. PROHIBITED CONDUCT

 

You represent and warrant that you will not violate any of the terms and conditions set forth in the EULA, and that you will not, and will not permit others to: (a) reverse engineer, decompile, disassemble, derive the source code, underlying ideas, or algorithms of, or modify or create derivative works from the Software, or in any way ascertain, decipher, or obtain the communications protocols for accessing the Service; (b) use, copy, modify, alter, or transfer, electronically or otherwise, the Software except as expressly permitted in the EULA; (c) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Software whether in a stand-alone configuration or as incorporated with other software code written by any party; (d) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols or labels in the Software or the Service; (e) use the Software or the Service to engage in or allow others to engage in any illegal activity; (f) engage in use of the Software or the Service that will interfere with or damage the operation of the services of third parties by overburdening or disabling network resources through automated queries, excessive usage or similar conduct; (g) use the Software or the Service to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties; or (h) use the Software or the Service in any way that could harm the Service, other Users, EglooMedia or our affiliates, including, but not limited to, trying to gain access to any account, computers or networks related to the Service without authorization; disrupting accounts, computers or networks related to the Service; obtaining or trying to obtain any data through any means from the Service, except if we intend to provide or make them available to you; using the Software or the Service in any way to transmit, directly or indirectly, any unsolicited bulk communications (such e-mails, voice, photos, video, chat or SPIM instant messages); using the Software or the Service to participate in pyramid schemes or chain letters; defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others; creating a false identity for the purpose of misleading others; sending or otherwise making available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents; sending or otherwise making available any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software that may damage the operation of another User's computer or property; downloading any material sent by another User that you know, or reasonably should know, cannot be legally distributed in such manner; using the Software or the Service to harvest or otherwise collecting information about others, including e-mail addresses; using access to the Software or the Service to obtain any data to design, develop or update unauthorized software that you use or provide to others to access or use the Service; charging others to use the Software or the Service either directly or indirectly.

6. MODIFICATIONS TO SERVICE

 

EglooMedia reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice. EglooMedia will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service. EglooMedia may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice. Once the Service is suspended or discontinued, any data you have stored on the Service may not be retrieved later.

 

7. AUTOMATED UPDATES

 

We may deliver to your computer automated updates, upgrades, modifications, and/or patches to address issues such as security, interoperability, and performance (collectively "Updates"). You may be given the opportunity to choose whether you want all Updates delivered automatically or you would prefer to be notified when a new Update is ready to be installed. You authorize us to deliver automatically any Update if we believe it is necessary to provide for the continued functionality of the Software. Your use of the Updates will be governed by the EULA unless you are asked to agree to new or additional terms and conditions at the time of download or installation.

 

8. RELEASE AND INDEMNITY

 

You agree to release, defend, indemnify and hold harmless EglooMedia, its officers, directors, employees, agents, independent contractors, attorneys, accountants, parent corporations, subsidiary corporations, affiliates, successors, and assigns, from and against any and all liability, claims, actions or demands by yourself or any other party resulting from or relating to your use or misuse of the Software or the Service. You waive all laws that may limit the efficacy of such a release or indemnity.

 

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

 

THE SOFTWARE IS SUPPLIED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOFTWARE AND THE SERVICE. EGLOOMEDIA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, DELIVERY OR MISDELIVERY, STORAGE OR FAILURE TO STORE ANY CONTENT, USER DATA, COMMUNICATION OR PERSONALIZED SETTING, NOR IS EGLOOMEDIA RESPONSIBLE FOR THE SECURITY OR PRIVACY OF COMMUNICATIONS SENT OR USER DATA STORED VIA THE SOFTWARE OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EGLOOMEDIA DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE SOFTWARE AND THE SERVICE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NEITHER THE EULA NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, VIRUS-FREE OR ERROR-FREE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE AND EULA. NO USE OF THE SOFTWARE OR THE SERVICE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EGLOOMEDIA BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF THE EULA OR THE USE, MISUSE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BREACH OF CONTRACT, COPYRIGHT INFRINGEMENT OR OTHER INTELLECTUAL PROPERTY RIGHT, PRIVACY OR DATA SECURITY CAUSE OF ACTION, LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IF YOU ARE DISSATISFIED WITH THE SOFTWARE OR THE SERVICE, DO NOT AGREE WITH ANY PART OF THE EULA, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST EGLOOMEDIA WITH RESPECT TO THE SOFTWARE, THE SERVICE OR THE EULA, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOFTWARE AND THE SERVICE.

 

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EGLOOMEDIA WILL IN NO EVENT BE LIABLE FOR (A) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, (B) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA, OR (C) DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY RELATED WITH YOUR USE OF THE SOFTWARE OR THE SERVICE IN CONNECTION WITH SERVICES AVAILABLE FROM ANY OTHER WEB SITES, THIRD PARTIES OR THIRD PARTY SITES.

 

10. NOTIFICATIONS OF INFRINGEMENT

 

EglooMedia processes, investigates, and responds to notifications of alleged infringement in accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA (see 17 U.S.C 512(c)(3) for further detail), EglooMedia will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. EglooMedia will terminate access for any Users who are repeat infringers. Notices of claimed infringement should be directed to:

 

Registered Copyright Agent, EglooMedia, 1000 West Street, City of Wilmington, County of New Castle, Delaware, U.S.A

Telephone: +972-73-2525252 Facsimile: +972-9-9567481 E-mail Address: info@8hands.com.

 

The words "Notice of Infringement" should be put in the subject line of all such notifications.

 

EglooMedia will respond to all other notifications of claimed infringement of intellectual property rights in accordance with applicable laws.

 

11. CHOICE OF LAW, JURISDICTION, AND VENUE

 

The EULA and any disputes hereunder will be governed in all respects by and construed in accordance with the laws of the State of New York, without reference to its conflict of laws rules. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. You and EglooMedia each agree to submit to exclusive personal jurisdiction and venue of the United States District Court for the Southern District of New York located in Manhattan for any disputes under or arising out of the EULA, including any claim involving EglooMedia or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. In the case of such a dispute for which such court lacks subject matter jurisdiction you and EglooMedia each agree to submit to the exclusive personal jurisdiction and venue of the Supreme Court of the State of New York for the County of New York. The parties hereby waive any right or claim to jury trial with respect to any action brought in connection with the EULA.

 

12. MODIFICATION

 

EglooMedia reserves the right to modify or amend the EULA at any time and for any reason or for no reason at all, in its sole discretion, without notice. Please check the 8hands Web Site regularly for posting of amendments to the EULA. EglooMedia will alert you that changes or revisions have been made by indicating at the bottom of the EULA the date it was last revised.

 

13. TERM AND TERMINATION

 

Your license to the Software and access to the Service continue until terminated by either you or EglooMedia. You may terminate the EULA by discontinuing use of the Software and the Service and destroying and discarding all your copies of the Software. EglooMedia may terminate the EULA for no reason or any reason, including breach of the EULA by you, immediately and without notice. EglooMedia may also terminate your right to use the Software by blocking it or by notifying you of the termination of your license. All provisions of the EULA which by their nature extend beyond termination remain in effect until fulfilled and apply to respective successors and assigns.

 

14. NO SUPPORT

 

EglooMedia has no obligation to provide you with customer support or software upgrades, enhancements, or modifications for the Software or the Service (collectively, "Support"). If EglooMedia elects to provide Support, it may subsequently terminate the Support at any time without notice to you. You use the Software and the Service at your own risk.

 

15. EXPORT CONTROLS

 

The Software is subject to export and import laws, regulations, rules and orders of the United States and foreign nations. You must comply with these laws that apply to the Software. You may not directly or indirectly export, re-export, transfer, or release the Software, any other commodities, software or technology received from us, or any direct product thereof, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization from the U.S. and/or foreign government.

 

16. ELECTRONIC NOTICES

 

You authorize EglooMedia to prove you any information and notices regarding the Software and the Service (“Notices”) in electronic form. EglooMedia may provide Notices to you (1) via email, if you have provided us with a valid email address or (2) by posting Notices on the 8hands Web Site. The delivery of any Notice is effective when sent or posted by EglooMedia, regardless of whether you read the Notice or actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Software and the Service. As long as you are able to access the Internet using the Software, you will be able to receive electronic notices from EglooMedia.

 

17. CLAIM MUST BE FILED WITHIN ONE YEAR

 

ANY CLAIM RELATED TO THE EULA, THE SOFTWARE OR THE SERVICE MUST BE BROUGHT WITHIN ONE YEAR. THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN SUCH A CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS AND TO EGLOOMEDIA AND ITS SUCCESSORS AND ASSIGNS.

 

18. MISCELLANEOUS

 

The EULA constitutes the entire agreement between you and EglooMedia concerning the Software and the Service. If any provision in the EULA should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from the EULA if no such modification is possible, and other provisions of the EULA shall remain in full force and effect. A waiver by either party of any term or condition of the EULA or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

 

Last Updated: April 15, 2007