IMPORTANT: BY PARTICIPATING AS A DEVELOPER IN 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 PARTICIPATE IN THE SERVICES.

Acceptance of Terms

The following instrument consists of the terms and conditions governing your ("you" or "user") access to and participation as a developer in Marketing Agents Technologies Ltd.’s and its affiliates ("Marketing Agents" or "We") proprietary the content, features and services therein (collectively, the "Services"). These Developer Terms of Use together with, and without derogating from the Marketing Agents Terms of Use and the Marketing Agents Privacy Policy available at: https:///privacy-policy (collectively, the "Terms") constitute a binding agreement between you and Marketing Agents, and by continuing to submit, upload or list any Contribution (defined below) in any way or manner you agree to abide by, and be bound, by these Terms. If you do not understand and/or agree to these Terms, you should immediately exit the Services and cease submitting, uploading or listing any Contribution to the Services. You hereby acknowledge and confirm that you have the power, authority and legal right to enter into these Terms on behalf of the organization that you duly represent.

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 Services. You should check our Services periodically and review changes to the Terms at the following URL: [Internal note: Please insert URL these developer terms of use]. By continuing to submit, upload or list any Contribution to the Services following such modifications, you agree to be bound by such modifications.

Submission and Review of Contributions

Following receipt of each Contribution, Marketing Agents shall perform acceptance testing, to ascertain whether the Contribution meets Marketing Agents’s quality standards. During the acceptance testing, Marketing Agents may notify you of any inconsistencies with Marketing Agents’s quality standards. Upon completion of such testing, Marketing Agents shall issue you a written notice of acceptance or rejection of the Contribution, or any part thereof and you shall, at your expense, correct any deficiencies or non-conformities and resubmit the rejected items immediately and in any event no later than within one (1) day of Marketing Agents’s notice. The modified Contribution shall then be redelivered and retested by the Marketing Agents. The process contemplated in this Section 2 will be repeated until all of the Contribution is Accepted (defined below) by Marketing Agents to its full satisfaction. If after two (2) repeated acceptance tests the Contribution is not Accepted, then notwithstanding anything to the contrary in these Terms, Marketing Agents shall have the right to terminate these Terms, in whole or in part, without derogating from any rights or remedies available by law, contract, or equity. “Acceptance” shall mean the successful completion of the acceptance testing and Marketing Agents’s written notice explicitly stating Marketing Agents’s acceptance and full satisfaction of the Contribution.

Ownership of Proprietary Rights

The Services, Contributions and any and all modifications, enhancements and derivatives thereof and all Intellectual Property Rights (defined below) thereto (Marketing Agents IPR”) are and shall be owned exclusively by Marketing Agents upon their creation and shall be deemed works made for hire by you for Marketing Agents. Without derogating from the foregoing, any and all content, material, code, or documentation provided by Marketing Agents shall be deemed as Marketing Agents IPR. You hereby assign and agree to assign to Marketing Agents exclusive ownership and all right, title and interest of the Marketing Agents IPR. Nothing herein contained shall be construed as granting you any rights in respect of any Marketing Agents IPR and you hereby irrevocably waive (and shall obtain such waivers from your employees if any) all right, title and interest in and to the Marketing Agents IPR, including moral rights and any right to compensation or royalties including pursuant to Section 134 of the Israel Patent Law – 1967. you will not directly or indirectly take any action to contest Marketing Agents IPR or infringe them in any manner. You agree to assist Marketing Agents in every proper way to obtain for Marketing Agents and enforce any Intellectual Property Rights for Marketing Agents IPR in any and all countries. You hereby irrevocably designate and appoint Marketing Agents and its authorized officers and agents as your agent and attorney in fact, coupled with an interest to act for and on your behalf and in your stead to do all lawfully permitted acts to further the prosecution and issuance of Marketing Agents IPR or any other right or protection relating to any Marketing Agents IPR, with the same legal force and effect as if executed by you.

"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.

Contributions

You shall have sole responsibility and liability for the Contributions (as defined in Section 4.3 below). Marketing Agents shall not be liable or responsible for the Contributions or any parts thereof and shall be entitled, under its sole discretion, to remove or edit any of the Contributions at Marketing Agents’s sole discretion and without notice or explanation. You shall at all times maintain and update the Contributions to ensure ongoing compliance with these Terms and the quality standard of the Services. you shall immediately comply with any Marketing Agents request to modify or enhance the Contributions.

Representations and Warranties

You represent and warrant to Marketing Agents that the Contributions:
(i) do not and will not include any open source software or any third party license restrictions;
(ii) comply with and will comply at all times with all applicable laws, rules and regulations, the Terms;
(iii) do not and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights or the right to privacy;
(iv) do not and will not contain any threatening, offensive, racist, hateful, threatening, violent, sexually explicit, obscene, lewd, harassing, libelous, defamatory or otherwise inappropriate or objectionable content;
(v) are and will at all times free from any restrictions, third party rights, payment obligations and/or royalties (including without limitation to any collecting societies);
(vi) do not and will not include any viruses, trojans, backdoors or malicious code;
(vii) do not and will not include any restrictions, timers, counters, time-bombs or other similar restrictions;
(viii) are and shall at all times be truthful, accurate and not misleading;
(ix) do not and will not constitute unsolicited or unauthorized advertising, spam, or any other form of solicitation; and
(x) do not and will not mock, ridicule or intimidate any individual or group.

"Contributions" shall mean any and all content that you provide, upload, send or refer to through the Services including without limitation and any text, images, videos, sound, links, data or any other content or information or combination thereof including without limitation AI agent.

Consideration

You will be compensated for each run of your Contribution on the Services in accordance with the rates, payment schedules and any additional terms solely determined by Marketing Agents’s internal policies. Runs of the Contributions are determined solely by Marketing Agents in accordance with Marketing Agents’s proprietary token key.

Taxes

The consideration hereunder shall include all taxes, levies and charges however designated and levied by any state, local, or government agency (including sales taxes and VAT). You shall have sole responsibility for the payment of all of taxes, levies and charges. To the extent Marketing Agents is required to deduct or withhold any amounts it shall do so and the reduced amount shall be deemed the full payment herein.

Expenses

You shall bear all of its expenses arising from the performance or obligations under these Terms.

Warranties and Representations

You represent and warrant to Marketing Agents that:
(a) you have, and will have at all times, all rights, licenses and consents required in connection with the Contributions and your submission thereof and for granting the rights granted to Marketing Agents herein;
(b) you comply and shall at all times comply with all applicable laws, rules and regulations;
(c) you have the requisite technical and professional knowledge, know-how, expertise, skill, talent and experience required in order to create the Contributions in a professional and efficient manner; and
(d) there are no limitations, obligations or restrictions whatsoever which restrict or prevent you from fulfilling all of your obligations or grant the rights granted to Marketing Agents under these Terms.

Privacy

Marketing Agents’s privacy practices are governed by Marketing Agents’s Privacy Policy, the most updated copy of which can be found at: https://mas.hiagi.ai/policy ("Privacy Policy").

Indemnification

You agree to defend, indemnify and hold Marketing Agents and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licMarketing Agentsrs and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys' fees, expert fees' and other costs of litigation) arising from, incurred as a result of, or in any manner related to:
(i) your participation as a developer in the Services;
(ii) the Contributions or any part thereof;
(iii) any third party claim in respect of the Contributions;
(iv) any breach of these Terms;
(v) your violation of applicable law or the rights of any third party; or
(vi) any determination contrary to Section 10(xi) below. Marketing Agents may at its sole discretion and at your expense assume the sole control of the defense of the claim and you shall fully cooperate with such defense.

Termination

We may terminate these Terms and/or suspend, limit or disable your right to participate as a developer in the Services immediately at Marketing Agents’s sole discretion without notice. Upon termination you shall immediately cease participation as a developer on the Services and the following Sections shall survive: 1,3, 4.2, 4.3, 6, 7, 8, 9 and 10.

General

(i) These Terms shall be governed by and construed in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel-Aviv. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded;
(ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms;
(iii) You acknowledge and agree that Marketing Agents has the right, at any time and for any reason, to redesign or modify, suspend or discontinue the Marketing Agents IPR and other elements of the Services or any part thereof and Marketing Agents shall not be liable for any such modification, suspension or discontinuation;
(iv) these Terms are the entire agreement between you and Marketing Agents regarding the subject matter herein and shall not be construed against Marketing Agents;
(v) Marketing Agents may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign, subcontract or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Marketing Agents. Any unauthorized assignment will be void and of no force or effect;
(vi) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and Marketing Agents any rights, remedies or other benefits under or by reason of these Terms;
(vii) Marketing Agents’s failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Marketing Agents as to subsequent enforcement of rights or subsequent actions in the event of future breaches;
(viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion;
(ix) Enso shall not be liable for delays or failures to perform due to causes beyond Marketing Agents’s reasonable control;
(x) you hereby waive any right or requirements for a signed paper copy of these Terms;
(xi) it is hereby clarified that you are an independent contractor of Marketing Agents under these Terms and nothing herein shall be construed to create JV, partnership or an employer/employee relationship; and
(xii) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN RESPECT THEREOF.

If you have any further questions or require further clarification, please contact us by sending an e-mail to: [email protected].

Last updated: February 16, 2025

Marketing Agents Terms of Use

IMPORTANT: BY 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 USE THE SERVICES.

Acceptance of Terms

The following instrument consists of the terms and conditions governing your ("you" or "user") access to and use of Marketing Agents Technologies Ltd.’s ("Marketing Agents" or "We") proprietary the content, features and services therein (collectively, the "Services"). These Marketing Agents Terms of Use together with, and without derogating from the Marketing Agents Privacy Policy available at: https://mas.hiagi.ai/privacy-policy (collectively, the "Terms") constitute a binding agreement between you and Marketing Agents, and by continuing to use the Services (in whole or in part) in any way or manner you agree to abide by, and be bound, by these Terms. If you do not understand and/or agree to these Terms, you should immediately exit the Services and cease making any use of the Services. You hereby acknowledge and confirm that you have the power, authority and legal right to enter into these Terms on behalf of the organization that you duly represent.

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 Services. You should check our Services periodically and review changes to the Terms at the following URL: https://mas.hiagi.ai/terms. By continuing to use the Services following such modifications, you agree to be bound by such modifications.

License

Subject to the terms and conditions set forth herein (including your payment in full of all fees), Marketing Agents hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, limited license to access and the Services, only according to the terms of these Terms. The license may be terminated by Marketing Agents at any time.

Limitations on Use

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, adapt, distribute, scrap, copy all or any part of the Services and/or the Marketing Agents IPR (as defined below) and/or make the Services accessible via a public network or use the Services for time sharing or service bureau purposes;
(iii) refer to the Services by use of framing or linking;
(iv) make use of the Services in any jurisdiction where same are illegal or which would subject Marketing Agents or its affiliates to any registration requirement within such jurisdiction or country;
(v) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal use;
(vi) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files;
(vii) 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;
(viii) 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;
(ix) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), 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;
(x) download or otherwise export or re-export the Services or underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel has embargoed goods and services; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders;
(xi) create a false identity, misrepresent your identity, create a profile for anyone other than yourself, or use or attempt to use another user’s account or information;
(xii) penetrate or circumvent or attempt to penetrate or circumvent any technical restrictions or limitations included in the Services or their servers;
(xiii) systematically retrieve or compile data from the Services or use technologies or methods to covertly collect data;
(xiv) disparage, defame or otherwise harm the reputation of Marketing Agents or the Services;
(xv) engage in any commercial activities that compete with the Services;
(xvi) harass or threaten any employees or agents of Marketing Agents or use the Services or any information therein to harass, abuse or harm any individual;
(xvii) utilize any purchasing agents to effect transactions on the Services;
(xviii) remove, alter or obscure any proprietary notices contained in the Services;
(xvix) abuse Marketing Agents’s support services or submit false abuse reports; or
(xvx) violate any applicable law, rule or regulation.

You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services. You are solely responsible for the integrity and security of your data, including data you transmit through the Services and Marketing Agents shall not be liable for any loss or corruption of your data.

Ownership of Proprietary Rights

The Services, including without limitation any underlying data, software, platforms, algorithms, technology, design, any information, trademarks, logos, service marks, trade-names and brands, services, texts, files, animation, images, sound, music, videos, various applications, organization, structure, specifications, materials, Feedback (defined below), "look and feel" and features and any enhancements, improvements and derivatives thereof and all Intellectual Property Rights (defined below) related thereto ("Marketing Agents IPR") are the property of Marketing Agents and/or its licMarketing Agentsrs who retain all right, title and interest in connection therewith.

No transfer or grant of any rights by Marketing Agents 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 Marketing Agents IPR or otherwise, except for the limited license set forth in Section 2 above.

Marketing Agents may at its sole discretion monitor your use of the Services at any time as it deems necessary.

Your Content

You shall have sole responsibility and liability for Your Content (as defined in Section 5.3 below) and for your use of the Services. Marketing Agents shall not be liable or responsible for Your Content or any parts thereof and shall be entitled, under its sole discretion, to remove or edit any of Your Content at Marketing Agents’s sole discretion and without notice or explanation. Marketing Agents does not provide back-up or archive services, you are solely responsible for maintaining adequate backups of Your Content. You hereby grant Marketing Agents a worldwide, irrevocable, perpetual, royalty-free license to use, host, store, display, reproduce, modify, adapt, edit, publish, and distribute Your Content and fully exploit Your Content for the provision, maintenance and improvement of the Services.

Representations and Warranties

You represent and warrant to Marketing Agents that Your Content:
(i) is accurate, true, current, complete, and relevant;
(ii) 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 and the right to privacy,
(iii) does not contain any threatening, offensive, racist, hateful, threatening, violent, sexually explicit, obscene, libelous, defamatory or otherwise inappropriate content,
(iv) is free from any restrictions, third party rights, payment obligations and/or royalties (including without limitation to any collecting societies).

"Your Content" shall mean any and all content that you provide, upload, send or refer to through the Services including without limitation and any text, images, links, data or any other content or information or combination thereof.

Your Account

Certain features of the Services require registration. You are solely responsible for any actions performed in the Services under your credentials. Keeping your credentials safe is your sole responsibility. If you have any reasons to suspect that your credentials were discovered by any third party or that there was an unauthorized access to your account you will immediately notify Marketing Agents and modify your login information. The Services are intended for use by users at least eighteen (18) years old, you hereby declare that you are eighteen (18) years old or older and undertake to monitor your account to ensure that no minor under that age has access to the Services. Marketing Agents reserves the right to remove, reclaim or change any username you use if deemed inappropriate, obscene or otherwise objectionable in Marketing Agents’s sole discretion.

We appreciate hearing from our users and welcome your comments regarding the Services. Notwithstanding anything to the contrary herein, please be advised, however, that if you send us ideas, suggestions, inventions, or materials regarding the Services ("Feedback"), we shall:
(i) own 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.

Fair Use Policy

You shall at all times comply with the terms and conditions of Marketing Agents’s Fair Use Policy available at: https://mas.hiagi.ai/policy.

Fees and Payment

In order to use the Services, you must pay a recurring monthly subscription fee of US $49 (“Fee”). You must provide accurate and complete payment and account information in the Services and you hereby authorize Marketing Agents to charge your designated payment method for the subscription fee and any additional charges on a recurring basis and without requiring prior consent for each billing cycle. All amounts payable under these Terms are exclusive of sales, use, value-added, withholding, and other taxes and duties. You shall pay all taxes and duties assessed in connection with these Terms by any authority. If any such tax or duty has to be withheld or deducted from any payment under these Terms, you shall gross-up the payment under these Terms by such amount to ensure that after such withholding or deduction Marketing Agents shall receive an amount equal to the payment otherwise required. Except as provided in these Terms, fees are non-refundable and non-cancelable. Payments which are not received when due shall bear interest on the outstanding amount at the lower of the maximum rate permitted by law or 1½% per month commencing with the date the payment was due. Marketing Agents reserves the right to modify the Fee at any time and without prior notice. Your continued access to the Services after any fee change constitutes your acceptance of such changes. You may cancel your subscription at any time via your account settings. Cancellation will take effect at the end of the current paid term.

User Warranties and Representations

You represent and warrant to Marketing Agents that:
(a) you have, and will have at all times, all rights, licenses and consents required for your use of the Services, including without limitation in respect of the provision of and license to Your Content provided to Marketing Agents herein;
(b) you, Your Content, your use of the Services and any representations, warranties, agreements, licenses, interaction and/or engagement in the Services will comply with all applicable laws, rules and regulations;
(c) you are not located in or a national or resident of any of the countries or entities referred to in Section 3(xiii) above and/or any country or entity that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and are not listed on any U.S. Government list of prohibited or restricted parties;
(d) all information you provide Marketing Agents is and shall at all times be accurate, current and complete; and
(e) you are not a minor and you have the right, power or authority to enter into these Terms.

Privacy

Marketing Agents’s privacy practices are governed by Marketing Agents’s Privacy Policy, the most updated copy of which can be found at: https://mas.hiagi.ai/policy ("Privacy Policy").

Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICES AND/OR THE MARKETING AGENTS IPR SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION MARKETING AG IPR ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MARKETING AG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, ACCURACY, TIMELINESS, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

MARKETING AG DOES NOT WARRANT THAT THE MARKETING AG IPR AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

MARKETING AG DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MARKETING AG IPR OR SERVICES INCLUDING WITHOUT LIMITATION THEIR CORRECTNESS, ACCURACY, RELIABILITY, AVAILABILITY OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SERVICES AND/OR ANY OF THE MARKETING AG IPR. THE SERVICES ARE AN AI SOLUTION AND AS SUCH ANY OUTPUT IN CONNECTION THEREWITH IS SUSCEPTIBLE TO ERRORS AND INACCURACIES.

THE SERVICES ARE PROVIDED MERELY AS A TOOL USED BY YOU. WITHOUT DEROGATING FROM THE OTHER DISCLAIMERS AND LIMITATION OF LIABILITY PROVISIONS HEREIN, MARKETING AG WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY WITH RESPECT TO ANY CLAIM IN CONNECTION WITH ANY CONTENT USED BY YOU THROUGH THE SERVICES.

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

Limitation of Liability

TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL MARKETING AGENTS AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU, TO YOUR VISITORS OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR CONTENT, YOUR USE OF THE SERVICES, OR RELIANCE ON ANY OF THE MARKETING AGENTS IPR OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY MARKETING AGENTS. IN ANY EVENT MARKETING AGENTS AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS’ TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO MARKETING AGENTS DURING THE ONE (1) MONTH PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

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.

Indemnification

You agree to defend, indemnify and hold Marketing Agents and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licensors and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys' fees, expert fees' and other costs of litigation) arising from, incurred as a result of, or in any manner related to:
(i) your use of the Services;
(ii) Your Content;
(iii) any third party claim in respect of Your Content;
(iv) any breach of these Terms;
(v) your violation of applicable law or the rights of any third party. Marketing Agents may at its sole discretion and at your expense assume the sole control of the defense of the claim and you shall fully cooperate with such defense.

Third Party Content

The Services include resources and content provided by third parties and include links to third party services and resources that enable you to receive services directly from third parties (collectively, "Third Party Content"). Marketing Agents is not and shall not be liable or responsible for any Third Party Content and does not endorse, review or control its availability. Your use of the Third Party Content is done at your own risk. Should you leave the Services via a link or use Third Party Content, you do so at your own risk. In as much as you are redirected to linked sites, applications and content, We recommend you to carefully read and abide by the terms of use and privacy policies of such applications, sites and content.

Notice And Takedown

In the event that you believe that any content included in the Services violates your Intellectual Property Rights, right to privacy or is defamatory or otherwise illegal, inappropriate or offensive, please file a detailed notice of complaint to Marketing Agents in the following link [email protected], identifying: your contact information, such infringing content and detailing the facts basis of your complaint and we will make reasonable efforts to remove the content. We will not be able to remove any content that was published outside the Services. You shall remove any of Your Content you shared, posted and/or reposted outside the Services upon Marketing Agents’s first demand.

Termination

We may terminate these Terms and/or suspend, limit or disable your right to access or use any portion or all of the Services and/or Marketing Agents IPR immediately (including without limitations the license set forth in Section 2 above), at Marketing Agents’s sole discretion without notice. Upon termination you shall immediately cease using the Services and the following Sections shall survive: 1,3, 4, 5, 7, 8 and 9-17.

General

(i) These Terms shall be governed by and construed in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel-Aviv. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded;
(ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms;
(iii) You acknowledge and agree that Marketing Agents has the right, at any time and for any reason, to redesign or modify, suspend or discontinue the Marketing Agents IPR and other elements of the Services or any part thereof and Marketing Agents shall not be liable for any such modification, suspension or discontinuation;
(iv) these Terms are the entire agreement between you and Marketing Agents regarding the subject matter herein and shall not be construed against Marketing Agents;
(v) Marketing Agents may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Marketing Agents. Any unauthorized assignment will be void and of no force or effect;
(vi) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and Marketing Agents any rights, remedies or other benefits under or by reason of these Terms;
(vii) Marketing Agents’s failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Marketing Agents as to subsequent enforcement of rights or subsequent actions in the event of future breaches;
(viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion;
(ix) Marketing Agents shall not be liable for delays or failures to perform due to causes beyond Marketing Agents’s reasonable control;
(x) you hereby waive any right or requirements for a signed paper copy of these Terms;
(xi) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN RESPECT THEREOF.

If you have any further questions or require further clarification, please contact us by sending an e-mail to: [email protected].