1. Your AcceptanceBY USING AND/OR VISITING THIS WEBSITES (collectively, including all Content available through the either Clipz.co.il or Clipz.net domain name, the "Clipz" , "Clipz Websites", or "Websites"), YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS AND CONDITIONS (the "Terms of Service") AND THE TERMS AND CONDITIONS OF CLIPZ'S PRIVACY NOTICE, WHICH ARE PUBLISHED AT http://www.Clipz.co.il and/or http://www.clipz.net, and/or the related websites network AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, then please do not use the Clipz Websites. 2. Clipz WebsitesThese Terms of Service apply to all users of the Clipz Websites, including users who are also contributors of video content, information, and other materials or services on the Websites. The Clipz Websites may contain links to third party websites that are not owned or controlled by Clipz. Clipz has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Clipz will not and cannot censor or edit the content of any third-party site. By using the Websites, you expressly relieve Clipz from any and all liability arising from your use of any third-party websites. Accordingly, we encourage you to be aware when you leave the Clipz Websites and to read the terms and conditions and privacy policy of each other websites that you visi3. Websites AccessA. Clipz hereby grants you permission to use the Websites as set forth in this Terms of Service, provided that: (i) your use of the Websites as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Websites in any medium without Clipz's prior written authorization; (iii) you will not alter or modify any part of the Websites other than as may be reasonably necessary to use the Websites for its intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Service.B. In order to access some features of the Websites, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Clipz immediately of any breach of security or unauthorized use of your account. Although Clipz will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Clipz or others due to such unauthorized use. C. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Websites in a manner that sends more request messages to the Clipz servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, Clipz grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Clipz reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Websites, nor to use the communication systems provided by the Websites for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Websites with respect to their User Uploads. 4. Intellectual Property RightsThe content on the Clipz Websites, except all User Uploads (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Clipz, subject to copyright and other intellectual property rights under Israel and foreign laws and international conventions. Content on the Websites is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Clipz reserves all rights not expressly granted in and to the Websites and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Uploads of third parties obtained through the Websites for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Clipz Websites or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Clipz Websites or the Content therein.5. User UploadsA. The Clipz Websites may now or in the future permit the Upload of videos or other communications submitted by you and other users ("User Uploads") and the hosting, sharing, and/or publishing of such User Uploads. You understand that whether or not such User Uploads are published, Clipz does not guarantee any confidentiality with respect to any Uploads.B. You shall be solely responsible for your own User Uploads and the consequences of posting or publishing them. In connection with User Uploads, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Clipz to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Uploads to enable inclusion and use of the User Uploads in the manner contemplated by the Websites and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Upload to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Uploads in the manner contemplated by the Websites and these Terms of Service. For clarity, you retain all of your ownership rights in your User Uploads. However, by submitting the User Uploads to Clipz, you hereby grant Clipz a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Uploads in connection with the Clipz Websites and Clipz's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Clipz Websites (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Clipz Websites a non-exclusive license to access your User Uploads through the Websites, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Uploads as permitted through the functionality of the Websites and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Upload from the Clipz Websites.C. In connection with User Uploads, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Clipz all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Clipz or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person. Clipz does not endorse any User Upload or any opinion, recommendation, or advice expressed therein, and Clipz expressly disclaims any and all liability in connection with User Uploads. Clipz does not permit copyright infringing activities and infringement of intellectual property rights on its Websites, and Clipz will remove all Content and User Uploads if properly notified that such Content or User Upload infringes on another's intellectual property rights. Clipz reserves the right to remove Content and User Uploads without prior notice. Clipz will also terminate a User's access to its Websites, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Upload removed from the Websites more than twice. Clipz also reserves the right to decide whether Content or a User Upload is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Clipz may remove such User Uploads and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion. D. In particular, if you are a copyright owner or an agent thereof and believe that any User Upload or other content infringes upon your copyrights, you may submit a notification and provide the following information in writing:(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. E. You understand that when using the Clipz Websites, you will be exposed to User Uploads from a variety of sources, and that Clipz is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Uploads. You further understand and acknowledge that you may be exposed to User Uploads that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Clipz with respect thereto, and agree to indemnify and hold Clipz, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.F. Clipz permits you to link to materials on the Websites for personal, non-commercial purposes only. 6. Warranty DisclaimerYOU AGREE THAT YOUR USE OF THE CLIPZ WEBSITES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CLIPZ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITES AND YOUR USE THEREOF. CLIPZ MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONSIN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE CLIPZ WEBSITES. CLIPZ DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CLIPZ WEBSITES OR ANY HYPERLINKED WEBSITES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CLIPZ WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.7. Limitation of LiabilityIN NO EVENT SHALL CLIPZ, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE CLIPZ WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ORNOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT CLIPZ SHALL NOT BE LIABLE FOR USER UPLOADS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The Websites is controlled and offered by Clipz from its facilities in Israel. Clipz makes no representations that the Clipz Websites is appropriate or available for use in other locations. Those who access or use the Clipz Websites from other jurisdictions do so at their own volition and are responsible for compliance with local law. 8. ProtectionYou agree to defend, indemnify and hold harmless Clipz, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Clipz Websites; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Uploads caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Clipz Websites. 9. Ability to Accept Terms of ServiceYou affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Clipz Websites is not intended for children under 13. If you are under 13 years of age, then please do not use the Clipz Websites—there are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.10. AssignmentThese Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Clipz without restriction. 11. Clipz Privacy NoticeClipz.co.il either or and www.Clipz.net ("Clipz") recognizes that its customers, visitors, users, and others who use www.clipz.co.il and www.clipz.net or other web sites owned or operated by Clipz (the "Clipz Sites") (collectively or individually "Users") value their privacy. This Privacy Notice details important information regarding the use and disclosure of User information collected on the Clipz Sites. Clipz provides this Privacy Notice to help you make an informed decision about whether to use or continue using the Clipz Sites.Please note that any video, image, or other content posted at the direction of Users onto the Clipz Sites becomes published content and is not considered personally identifiable information subject to this Privacy Notice.12. Third-party Advertisers, Links to Other SitesClipz allows other companies, called third-party ad servers or ad networks, to serve advertisements within the Clipz Sites. These third-party ad servers or ad networks use technology to send, directly to your browser, the advertisements and links that appear on the Clipz Sites. They automatically receive your IP address when this happens. They may also use other technologies (such as cookies, JavaScript, or Web Beacons) to measure the effectiveness of their advertisements and to personalize the advertising content you see.Clipz does not provide any personally identifiable information to these third-party ad servers or ad networks without your consent or except as part of a specific program or feature for which you will have the ability to opt-in or opt-out. However, please note that if an advertiser asks Clipz to show an advertisement to a certain audience (for example, men ages 18-34) or audience segment (for example, men ages 18-24 who have viewed certain channels of content) and you respond to that advertisement, the advertiser or ad-server may conclude that you fit the description of the audience they are trying to reach. The advertiser may also use information regarding your use of the Clipz Sites, such as the number of times you viewed an ad (but not any personally identifiable information), to determine which ads to deliver to you.13. Our Commitment to Data SecurityClipz uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information. We cannot, however, ensure or warrant the security of any information you transmit to Clipz and you do so at your own risk. Once we receive your transmission of information, Clipz makes commercially reasonable efforts to ensure the security of our systems. However, please note that this is not a guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards.14. Our Commitment To Childrens' PrivacyProtecting the privacy of young children is especially important. For that reason, Clipz does not knowingly collect or maintain personally identifiable information or non-personally-identifiable information on the Clipz Sites from persons under 13 years of age, and no part of our websites is directed to persons under 13. If you are under 13 years of age, then please do not use or access the Clipz Sites at any time or in any manner. If Clipz learns that personally identifiable information of persons under 13 years of age has been collected on the Clipz Sites without verified parental consent, then Clipz will take the appropriate steps to delete this information.15. Special Note to International UsersThe Clipz Sites are hosted in Israel and are intended for and directed to Users in Israel. If you are a User accessing the Clipz Sites from the USA, European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from Israel laws, please be advised that through your continued use of the Clipz Sites, which are governed by Israeli law, this Privacy Notice, and our Terms of Use you are transferring your personal information to Israel and you consent to that transfer.16. In the Event of Merger, Sale, or BankruptcyIn the event that Clipz is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from our Users as part of such merger, acquisition, sale, or other change of control. In the unlikely event of our bankruptcy, insolvency, reorganization, receivership, or assignment for the benefit of creditors, or the application of laws or equitable principles affecting creditors' rights generally, we may not be able to control how your personal information is treated, transferred, or used.17. Changes and updates to this TOSThis TOS may be revised periodically and this will be reflected by the "effective date" below. Please revisit this page to stay aware of any changes. 18. GeneralYou agree that: (i) the Clipz Websites shall be deemed solely based in Israel; and (ii) the Clipz Websites shall be deemed a passive websites that does not give rise to personal jurisdiction over Clipz, either specific or general, in jurisdictions other than Israel. These Terms of Service shall be governed by the rules and guidelines of Israeli law and the Tel-Aviv court-house jurisdictions, without respect to its conflict of laws principles. Any claim or dispute between you and Clipz that arises in whole or in part from the Clipz Websites shall be decided exclusively by the Tel-Aviv court, Israel. These Terms of Service, together with the Privacy Notice at the Clipz websitess and any other legal notices published by Clipz on the Websites, shall constitute the entire agreement between you and Clipz concerning the Clipz Websites. If any provision of these Terms of Service is deemed invalid by the court, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Clipz's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Clipz reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Clipz Websites following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND CLIPZ AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CLIPZ WEBSITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
