Topvid.com Ltd. (“topvid.com”) provides tools that help online stores generate visual and dynamic ads. (the “Services”). These Terms and Conditions (these “Terms”) govern your access and use of the Services. “Company” means any customer of topvid.com that uses the Solution.
Services. Subject to the terms and conditions hereof, during the Term Company may use the Code on a non-exclusive basis, solely in order to integrate the Code into Company’s own proprietary web or mobile application or Internet website (the “Application”) in order to receive the Services for Company’s own internal uses.
Registration. In order to use the Services, Company will be required to register with topvid.com. Company must provide all information as requested by topvid.com in the registration process, and Company represents and warrants that all such information shall be accurate and complete. Company shall keep such information up-to-date. Company shall immediately notify topvid.com if there is a security breach of its account.
Restrictions. Except as set forth expressly herein or as permitted by the Services, Company shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Services; (b) modify the Services, or insert any code or product, or in any other way manipulate the Services in any way; (c) modify the Code in any way without topvid.com’s prior written consent, (d) sublicense, sell, or distribute the Code or use the Services to provide any service as a service bureau, (e) bypass any security or access protection measure of topvid.com with respect to the Services. Company may not distribute the Code on a stand-alone basis, and the Application must provide material functionality in addition to the Code and the Services. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Company shall inform topvid.com in writing in each instance prior to engaging in the activities set forth above.
Intellectual Property. Company shall have all right, title and interest in its Application, and topvid.com shall have all right, title and interest in the Code and the Services, and all software that provides the Services. topvid.com does not request feedback regarding the Code and the Services. Notwithstanding the foregoing, if Company provides topvid.com with any feedback regarding the Code and the Services, topvid.com may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing herein shall be interpreted to provide Company any rights in the Code or the Services except the limited right to use the Code and receive the Service as set forth herein.
Payment. Some of services is currently provided at no charge, however, topvid.com may begin charging for use of the Code and Services at any time by providing you with 10 days prior notice. Company is responsible for any taxes applicable as a result of the use of the Code and Services. topvid.com also offer other premium paid services.
Refund/Cancellation. topvid.com provides means for Account and Paid Plan cancellation on the topvid.com website. If You cancel Your Account within 60 calendar days of the date of sign up, and You request a refund, topvid.com will refund all payments You have made within the 60 calendar days prior to the cancellation and refund request.
Confidentiality. In the context of the relationship under these Terms, either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Subject to the terms and conditions of these Terms, Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees and contractors with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Company will not disclose any information regarding the results of any testing or evaluation of the Services to any third party without topvid.com’s prior written consent.
Indemnification. Company shall defend and indemnify topvid.com (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which topvid.com may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from: (a) any breach of Company’s obligations, representations or warranties herein; or (b) any use or distribution of the Company’s Application in violation of applicable law or regulations. topvid.com may be involved in any such proceeding with counsel of its own choosing at its own expense.
Disclaimer of Warranties. COMPANY ACCEPTS THE CODE AND SERVICES “AS IS” AND ACKNOWLEDGE THAT topvid.com MAKES NO OTHER WARRANTY AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Limitation of Liability. IN NO EVENT SHALL topvid.com, ITS DIRECTORS, OFFICERS, AFFILIATES OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN. IN ANY CASE, topvid.com’S ENTIRE LIABILITY FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY topvid.com FROM COMPANY IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. AS SUCH, IF COMPANY HAS NOT MADE ANY PAYMENT FOR USE OF THE SERVICES, topvid.com SHALL HAVE NO LIABILITY HEREUNDER.
Term. The term of these Terms shall commence on the Effective Date and shall continue in effect for a period of one year (the “Initial Term”). Following the Initial Term, these Terms shall automatically renew for subsequent terms of six months each (each a “Renewal Term” and together with the Initial Term, the “Term”) unless one of the parties notifies the other party of its intention not to renew the Agreement at least 15 days prior to the commencement of any Renewal Term. Either party may terminate these Terms at any time with 30 days prior written notice. topvid.com may terminate these Terms with written notice if it has reason to believe that Company is in breach of these Terms. Upon any termination or expiration of these Terms, topvid.com will cease providing the Services, and Company will delete all copies of the Code from its Application. Sections 3-16 of these Terms shall survive any termination thereof.
Publicity. topvid.com may refer to Company as a customer of topvid.com, including by displaying Company’s name and logo on topvid.com’s website and other marketing materials.
Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. For clarity, the provisions of these Terms supersede any earlier non-disclosure or confidentiality agreements between the parties. Except as expressly set forth herein, these Terms may not be modified or amended except in a writing executed by both parties. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All waivers must be in writing. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. topvid.com may provide Company with notices required hereunder by contacting Company at any email address Company provided, including in its registration information. topvid.com may assign its rights or obligations pursuant to these Terms. Company agrees not to assign any rights under these Terms; any attempted assignment shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel-Aviv/Jaffa shall have exclusive jurisdiction to hear any disputes arising hereunder.