Last Updated: April 14, 2022
For the purposes of this Agreement: (i) “Platform Content” means text, graphics, images, audio, video, and information as well as any other material that are posted, uploaded, generated, provided, or otherwise made available via the Services by us; (ii) “Content” means Platform Content and User and Service Provider Content; (iii) “It” may also refer to “she” or “he”; (iv) “Services” refers to the Platform and other offerings and services provided on the Platform; and (v) “User and Service Provider Content” means any content that a User or a Service Provider makes available through the Platform.
By using or attempting to use the Services, the User and the Service Provider each certify that they are of age to legally contract, and each acknowledges that it had read, fully understood, and agrees to be bound by this Agreement, as may be amended from time to time in our sole discretion. If the User or the Service Provider does not meet these requirements or, if, for any reason, it does not agree with the terms and conditions contained in this Agreement, it should discontinue using the Services immediately.
TABLE OF CONTENTS
TERMS APPLICABLE TO THE USER AND THE SERVICE PROVIDER
Grant of Rights
Termination; Suspension; Deletion
Disclaimer of Warranties and Limitations on Liability
SPECIFIC TERMS APPLICABLE TO THE SERVICE PROVIDER
Contracting with Users
Independence of Service Providers
Creating and Managing the Listing
Cancellations and Booking Modifications
TERMS APPLICABLE TO THE USER AND THE SERVICE PROVIDER
1. Grant of Rights
1.1 Rights Grant and Limitations
Subject to the User and the Service Provider complying with all of the terms of this Agreement, we hereby grant the User and the Service Provider a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, solely in accordance with the terms of this Agreement and only for the User or the Service Provider personal use. We reserve all rights, title and interest in and to the Services not expressly granted to the User and the Service Provider hereunder.
In order to use the Services, the User and the Service Provider must register and create an account (the “Account”). When using the Services, each of the User and the Service Provider agrees that: (a) they provide true, accurate, and complete information about themselves; (b) they maintain and promptly update us to keep the information true, accurate, current, and complete; and (c) their use of the Services does not violate any applicable law or regulation. If the User or the Service Provider provide any information that is untrue, inaccurate, not current, or incomplete, we may suspend or terminate the User or the Service Provider Account and/or refuse any and all current or future use of the Services (or any portion thereof), and the Services may not work in the manner they are supposed to work.
The User or the Service Provider may not authorize any third party to access or use the Services on its behalf. The User and the Service Provider are each responsible for maintaining the confidentiality of their information (including the login information), including keeping it safe and secure to ensure it is not used by anyone else, and are fully responsible for all activities that occur under their Account, and agree to immediately notify us if the User or the Service Provider have reason to believe that there has been any unauthorized use or access to their Account, or any other breach of security. We will not be liable for any loss or damage arising from any unauthorized use of the User or the Service Provider Account. The User and the Service Provider shall be solely responsible and liable for any breach of this Agreement arising out of or resulting from any unauthorized use of the User or the Service Provider Account.
By providing us with the User or the Service Provider email address or phone number, as applicable, the User and the Service Provider agree to receive all required notices electronically, to that email address. From time to time, we may use this email address or phone number, as applicable, to send the User and the Service Provider notifications about updates and improvements, our news and events as well as other marketing materials. To the extent the User or the Service Provider do not wish to receive any such notifications, it may unsubscribe at any time in accordance with the instructions that will be set forth in such notifications.
The User and the Service Provider are not permitted, nor may allow any third party, to copy, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services, or any portion thereof. The User and the Service Provider may not sell, rent, lease, sub-lease, lend, redistribute, sublicense, or otherwise transfer or allow the use by others of the Services, in whole or in part, on a permanent or temporary basis, whether or not for consideration. The User and the Service Provider are both prohibited from, either by the User or the Service Provider or allowing a third party, to use our name, logos, or trademarks in any manner including, without limitation, in the User or the Service Provider advertising or marketing materials, except as we may otherwise explicitly approve in advance and in writing.
The User and the Service Provider specifically agree that each of the terms and conditions of this section are material and that failure to comply with these terms and conditions will constitute sufficient cause for us, inter alia, to immediately terminate the rights granted to them herein, cease providing with the Services, and block their access to the Platform. The presence of this section will not be relevant in determining the materiality of any other provision or breach by either party.
2. Use Restrictions
There are certain conducts which are strictly prohibited when using the Services. The following restrictions shall be read carefully. Failure to comply with any of the provisions set forth herein may result in the termination of the User or the Service Provider use of the Services (at our sole discretion) and may also expose them to civil and/or criminal liability.
2.1 General Restrictions
The User and the Service Provider may not (and may not permit any third party to), unless otherwise explicitly permitted under this Agreement: (a) use the Services for any illegal, immoral, unlawful and/or unauthorized purposes; (b) post any Prohibited Content (as such term is defined below); (c) use the Services for non-personal or commercial purposes without our express prior written consent; (d) remove or disassociate, from the Content any restrictions and signs indicating our proprietary rights or of our licensors, including but not limited to any proprietary notices contained in such materials, and the User and the Service Provider represent and warrant that the User and the Service Provider will abide by all applicable laws in this respect; (e) interfere with or violate other Users’ or Service Providers’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users or Service Providers without the User or the Service Provider express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Services and retrieve, index and/or data-mine information; (f) interfere with or disrupt the operation of the Services or the servers or networks that host the Services, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (g) falsely state or otherwise misrepresent the User or the Service Provider affiliation with any person or entity, or express or imply that we endorse the User or the Service Provider, the User or the Service Provider’s site, the User or the Service Provider’s business or any statement the User or the Service Provider makes, or present false or inaccurate information about the Services; (h) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our platform infrastructure, as determined by us; (i) bypass any measures we may use to prevent or restrict access to the Services; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to our proprietary rights, in any way or by any means, unless expressly permitted in the Agreement and/or under any applicable laws which expressly permits such actions; (k) frame or mirror any part of the Services without our prior express written authorization; (l) create a database by systematically downloading and storing all or any of the Content from the Services; (m) transmit or otherwise make available in connection with the Services any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (n) use the Services for any purpose for which the Services are not intended; and/or (o) infringe and/or violate this Agreement.
2.2. Prohibited Content
The User and the Service Provider are prohibited from uploading or otherwise posting any prohibited or illegal content, which includes any of the following content (as may be determined by us in our sole discretion) (“Prohibited Content”):
consists of criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, gambling, harassment, stalking, spamming, spimming, or the theft/infringement of intellectual property;
is patently offensive and promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual;
harasses or advocates harassment of another person;
exploits people in a sexual or violent manner;
contains nudity, violence, subject matter which violates contemporary community standards for decency or contains a link to an adult website;
solicits personal information from anyone under 18;
provides personal information, pictures, photographs, licenses, biographical information, telephone numbers, street addresses, last names, URLs, or email addresses of any individual without that individual’s prior written consent;
promotes information that the User or the Service Provider know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous;
involves the transmission of “junk mail”, “chain letters”, or unsolicited mass mailing, instant messaging, “spimming”, or “spamming”;
furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities;
interferes with, disrupts, or creates an undue burden on the Services or the networks or services connected to the Services;
is an attempt to impersonate another person;
is an unauthorized use of another person’s information; and/or;
uses the Services in a manner inconsistent with any and all applicable laws and regulations.
We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending communication from the Services, terminating the use of the Services by such violator(s) and notifying the appropriate law enforcement agencies.
3. Termination; Suspension; Deletion
We may terminate the Services and/or the User or the Service Provider Account access, at any time, in our discretion. The User and the Service Provider may, at any time, deactivate the Account and cease using the Services. Notwithstanding the above, the User or the Service Provider’s use of the Services will automatically terminate if: (i) the User or the Service Provider fail to comply with any of the terms and conditions of this Agreement; or (ii) the User or the Service Provider become insolvent or generally fail to pay or admit in writing the User or the Service Provider inability to pay the User or the Service Provider debts as they become due.
Upon termination, for any reason, the User or the Service Provider access to your Account will be blocked, and the Services will be unavailable to them.
We may suspend the User or the Service Provider Account access if we believe, in our sole discretion, that one (or more) of the following events have occurred: (i) there is risk to the security or privacy of the User or the Service Provider information; (ii) there is a threat to the security or integrity of our network or our servers; (iii) suspension is needed to protect the rights, property or safety, of our Users or Service Providers or the public; (iv) there is a basis for termination of the User or the Service Provider’s Account access ; (v) the User or the Service Provider have violated this Agreement; and/or (vi) we are required to by law. We may provide the User or the Service Provider a notice in the event of any such suspension. During such suspension, the User or the Service Provider will not have the ability to use or access the Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to the Account has been resolved, we will restore access to the User or the Service Provider Account.
The parties agree that the following sections of the Agreement will survive the termination of this Agreement for any reason: Sections 1.3, 2.1, 3, 4, 5, 7, 8, 9, and 10 (Terms applicable to the User and the Service Provider), and Sections 3 and 5-13 (Specific terms applicable to the Service Provider).
4.1. We make no endorsement, guarantee, representation, or warranty of any kind with regards to any Content, or any other third-party content which may be available using the Services, and we assume no responsibility for any such content. If the User or the Service Provider relies on such content, the User or the Service Provider is doing so solely at its own risk, and it expressly relieves us from all liability arising from its use of any content.
4.2. The User and the Service Provider further understand and acknowledge that they may be exposed to content (including any other third-party content) which is inaccurate, offensive, indecent, or objectionable, and they agree to take such risk of exposure and hereby waive, any legal or equitable rights or remedies they have or may have against us with respect thereto, and agree to indemnify and hold us, our affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to the User or the Service Provider use of the Services.
4.3. The User will have access to Service Providers via the Platform which shall offer and provide certain services. Any statements, guarantees, or other information or services that may be provided to the User by any Service Provider are solely attributable to the Service Provider. We will not be liable for any statements, guarantees, or other information or services made or provided by a Service Provider. We are not a party to the dealing, contracting or fulfillment of any services between the User and any Service Provider. We have no control over and do not guarantee the quality, safety or legality of any services offered, performed or deliverables created, advertised, and on the ability of any Service Provider to perform any services. We are not responsible for and will not control the manner in which any Service Provider operates. All rights and obligations for the purchase and sale of services or other deliverables are solely between the User and the Service Provider.
4.4. The User and the Service Provider expressly waive and release any claim that each may have at any time against us.
5. Proprietary Rights
It is agreed that the Services, the trademarks, service marks and logos contained therein, are owned by or licensed to us subject to copyright and other intellectual property rights under the law. We hereby grant the User and the Service Provider a limited, revocable, non-sublicensable right to use the Services (excluding any software code) solely for the User or the Service Provider personal use.
The Services’ availability and functionality depends on various factors, such as communication networks. We do not warrant or guarantee that the Services will always operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free. We have the sole discretion to modify the Services at any time.
7. Disclaimer of Warranties and Limitations on Liability
7.1. No Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE PLATFORM CONTENT ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
7.2. No Liability for Damages
THE USER AND THE SERVICE PROVIDER ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF THE USER OR THE SERVICE PROVIDER ACCESS TO AND USE OF THE SERVICES REMAINS WITH THE USER OR THE SERVICE PROVIDER. IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOST OF BUSINESS OR OF OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND DATA, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO INSTANCE WILL OUR CUMULATIVE LIABILITY EXCEED USD 1,000 DOLLARS.
7.3. Abbreviation of Statute of Limitations.
The User and the Service Provider agree that any cause of action arising out of or related to the use of the Services must commence within one (1) year after the cause of action occurs. otherwise, such cause of action is permanently barred. The provisions of this Section shall be deemed as a separate agreement regarding the shortening of the statutory period of limitations under Section 19 of the Israeli Statute of Limitations, 1958.
The User and the Service Provider have no obligation to give us any suggestions, ideas, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Services. To the extent we receive any Feedback from the User or the Service Provider, we may use and include any such Feedback to improve the Services or for any other purpose. Accordingly, the User and the Service Provider hereby irrevocably, exclusively and on a royalty-free basis, assigns, all such Feedback to us and our affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback as it deems fit.
9.1. Each of the User and the Service Provider agrees to defend, indemnify, and hold us, our subsidiaries, affiliates, officers, directors, employees, licensors and agents, harmless from and against any claims, demands, liabilities, damages, losses, and expenses, including without limitation, attorney’s fees and costs, arising out of or in any way connected with (i) the User or the Service Provider access to or use of the Services; (ii) the User or the Service Provider violation of any term of this Agreement (including negligent or wrongful conduct); (iii) the User or the Service Provider violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (iv) any data collected using the Services; (v) the User or the Service Provider use of the Content; and (vi) any breach of Section 3 above.
9.2. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, the User and the Service Provider will cooperate with all reasonable requests in assisting our defense of such matter.
9.3. The User and the Service Provider may not settle any claim for which we are entitled to indemnification hereunder or admit to any facts in connection therewith without our prior written consent.
This Agreement will be governed by and construed in accordance with Israeli law without regard to conflict of law principles. Any disputes relating to this Agreement and the use of the Services will be subject to the exclusive jurisdiction of the courts of Tel Aviv. If any of the terms or conditions of this Agreement are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from this Agreement and the remaining terms will continue to apply. If any provision of this Agreement is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law. This Agreement is the final, complete, and exclusive agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. This Agreement may only be modified in writing signed by our authorized officer. The User and the Service Provider shall not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any purported assignment or delegation by the User or the Service Provider without our appropriate prior written consent will be null and void. We may assign this Agreement or all or any rights hereunder without restriction. This Agreement constitutes the full and entire understanding and agreement between the User and we and between the Service Provider and we with regard to the subject matters hereof and replaces any prior agreement pertaining to the subject matter hereof. No purchase order or other form submitted by the User and the Service Provider will modify, supersede, add to, or in any way vary this Agreement, unless specifically set forth therein. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any of the provisions hereof. Our failure to enforce any right or provision of this Agreement, or failure to exercise any option to terminate, will not be deemed a waiver of such right or provision and shall not affect the validity of this Agreement or any part thereof, or the right thereafter to enforce each and every provision. Any waiver of any provision of any term in this Agreement will be effective only if in writing. Any notice or other communication to be given hereunder will be in writing and given (i) by us via email (in each case to the address that the User or the Service Provider provide), or (ii) by the User or the Service Provider via email to firstname.lastname@example.org or to such other addresses as we may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
SPECIFIC TERMS APPLICABLE TO THE SERVICE PROVIDER
We offer the Service Provider the opportunity to offer its services on the Platform by creating a listing and offering its services, which listing must include the price of such services, the availability to provide such services, the legal terms between the User and the Service Provider, and rules and any other information and conditions with respect to any service it may offer through the Platform (the “Listing”).
2. Contracting with Users
When the Listing is published on the Platform, any User may make an order to be provided with the services provided in the Listing. When the Service Provider accepts an order, it is responsible for delivering services under the terms and at the price specified in the Listing. Any terms, policies or conditions that the Service Providers includes in any supplemental contract with Users must: (i) be consistent with the Agreement and the information provided in its Listing, and (ii) be prominently disclosed in its Listing description.
3. Independence of Service Providers
The Service Provider’s relationship with us is that of an independent contractor and not as an employee, agent, joint venturer, or partner. We do not direct or control its services, and the Service Provider agree that it has complete discretion whether and when to provide services, and at what price and on what terms to offer them and how such services are provided, and the Service Provider will ensure that any Listing reflects all such details.
4. Creating and Managing the Listing
The Platform provides tools that make it easy for the Service Provider to set up and manage a Listing. The Listing must include complete and accurate information about the services the Service Provider offer, the price, other charges, any rules, information and other requirements and conditions that apply to the provision of the services to the Users, including any agreement between the Service Provider and the User. the Service Provider is responsible for keeping all information in its Listing (including availability) and content (e.g. photos) up-to-date and accurate at all times. We recommend that the Service Provider obtains appropriate insurance for its services and suggest it carefully reviews policy terms and conditions including coverage details and exclusions as well as its agreement with Users.
5. Legal Obligations
The Service Provider is responsible and liable for its own acts and omissions and is also responsible for the acts and omissions of anyone the Service Provider allows to provide any services to any User. The Service Provider is responsible for establishing its price and establishing rules, terms, requirements and any other conditions for its Listing. The Service Provider must describe any and all fees and charges in its Listing description and may not collect any additional fees or charges outside the Platform.
We are not a party to the dealing, contracting or fulfillment of any services between the Service Provider and any User. We have no control over and do not guarantee the quality, safety or legality of any services offered or performed by the Service Provider or of any deliverables created, advertised, by the Service Provider or of the truth or accuracy of its Listing, or of the ability of Users to pay for any services the Service Provider may provide. We are not responsible for and will not control the manner in which the Service Provider operate. All rights and obligations with respect to the offer, provision, and payment with respect to the Service Provider’s services and any deliverables the Service Provider may provide are solely between the Service Provider and the User.
For each transaction entered with a User, the Service Provider shall pay us a percentage communicated by us to the Service Provider when the Service Provider registered for the Platform / created an account of the amount actually paid by the User to the Service Provider for each transaction, net and free of any taxes paid by such User to the Service Provider on account of such service (the “Fees”). The Fees shall be paid no later than the 10th day of each calendar month after the month in which the Service Provider actually received such funds from the User. We may decide to update the percentage fee that shall be paid to us. If the Service Provider does not agree with such percentage amount, the Service Provider can suspend or terminate its use of the Platform.
7.2. Subscription-based Promotion Package.
In addition to the payment of the Fees, the Service Provider shall have the option to purchase a monthly/yearly subscription to promote its services in the Platform. The package price shall be provided by us upon request and the terms and conditions of such promotion will be set forth separately.
8. Cancellations and Booking Modifications
8.1. Cancellations. The Service Provider shall communicate to the User any cancellation terms, and the Service Provider shall make sure that the User agrees with such cancellation terms. In the event that the cancellation terms include the payment of a fee if a User makes a cancellation, such fee shall be paid to us by the Service Provider.
8.2. Booking Modifications. The User and the Service Provider are responsible for any order modifications made via the Platform, and the Service Provider shall make sure that the User agrees to pay any additional amounts, fees or taxes associated with a booking modification.
The Service Provider shall inform us of any reservation made by a User, and of any modification or cancellation of any reservation. Such notice shall be provided within twenty-four (24) hours following any such reservation, modification, or cancellation, as applicable.
If the Service Provider deactivate its Account or cease using the Services, the Service Provider shall pay us the amount due to us until such termination date.
The Service Provider agree to defend, indemnify, and hold us, our subsidiaries, affiliates, officers, directors, employees, licensors, and agents, harmless from and against any claims, demands, liabilities, damages, losses, and expenses, including without limitation, attorney’s fees and costs, arising out of or in any way connected with (i) its access to or use of the Services; (ii) its violation of any term of this Agreement (including negligent or wrongful conduct); (iii) its interaction with any User and failure to provide services as specified in the Listing; (iv) its violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (v) any data collected using the Services; (vi) its use of the Content, (vii) any breach of Section 3 above; and (viii) any claim made by a User.
The Service Provider hereby releases, premises, and forever discharge us from any and all actions, causes of action, claims, demands, rights, suits, dues, accounts, contracts, agreements, duties, and obligations of whatsoever kind or nature, whether at law or in equity, or otherwise known or unknown, by reason of any matter or thing whatsoever which the Service Provider may have against us with respect to its use of the Platform and the provision of the Services to any User.
As a Service Provider, the Service Provider is responsible for determining and fulfilling its obligations under applicable laws to report, collect, remit, or include in its price any applicable VAT, other indirect taxes, or other taxes.