Terms and Conditions

Last Updated: December 2024

By accessing, using, or subscribing to, the Platform (as defined below) (whichever is earlier, the “Effective Date”) you, the User (as defined below), hereby agree to these general terms and conditions, as may be amended from time to time (the “Agreement”) with Gig Jockey Ltd. (a company in incorporation under the laws of the State of Israel), on behalf of itself and its affiliates (collectively, the “Company”). Each of the Company and the User shall be referred to as a “Party” and together the “Parties”. Please note that this Agreement constitutes a legally binding agreement between the Company and the User, and if the User does not agree to all of the terms of this Agreement, the User must exit the Platform and discontinue the use thereof and of the Services (as defined below). If the terms of the Agreement are considered an offer, acceptance is expressly limited to these terms.

1. THE PLATFORM AND THE SERVICES

1.1. The Company’s online platform provides certain tools designated to seamlessly connect between artists, producers, organizers, venues, artist managers and agencies, and clubbers (each, a “User”) to get gigs (“Gigs”) in real-time, through a streamlined process enabling direct communication, collaboration, and booking features (the “Platform”).

1.2. The Platform’s subscription services under this section, and all features provided thereunder, together with any additional services provided by the Company to the User from time to time as part of the Platform, shall be defined herein as the “Services”.

2. SCOPE OF SERVICE AND THE LICENSE

2.1. Following the Effective Date, the Company shall grant the User a limited, revocable, non-exclusive, non-transferable and non-sub-licensable license to use the Platform, for internal and personal use only, including any revisions, releases, corrections, copies, modifications, derivatives, enhancements, updates or upgrades thereto, in accordance with terms of this Agreement and subject thereto (the “License”).

2.2. It is hereby clarified that the User does not acquire any rights whatsoever in and to the Platform or the Services beyond the rights granted herein, and any such use of the Platform shall be in accordance with the terms of this Agreement.

2.3. The Company may update the functionality, user interface, usability and other user documentation of the Services or the Platform, and information relating to the Platform and all of its features, from time to time, at its sole discretion and in accordance with this Agreement, as part of its ongoing mission to improve the Platform.

3. THE ACCOUNT

3.1. Under the License, the Company shall provide the User with credentials to open an account for the purpose of accessing and using the Platform (the “Account”).

3.2. User hereby represents and warrants that the Company has not disabled or terminated any Account under User’s name in the past for any reason.

3.3. As part of the opening of the Account the User shall be required to provide certain information to the Company, including as further detailed in the Privacy Policy (as defined below).

3.4. The password and username of the Account, which, together with the email address associated with the Account (the “Account Information”), will constitute User’s identification information to log into the Account. The User is responsible to maintain the confidentiality of all of the Account Information provided for the purpose of logging into the Account (including, its username, password, or other identification information), using at least the same degree of care as the User uses to protect its most confidential information. The User shall be solely responsible for any activity on the Account and any activity that occurs as part of its access to the Platform and use thereof. Except to the extent caused by the Company’s breach of its confidentiality obligations hereunder, the Company shall not be responsible for any unauthorized access to the Account or any loss that may occur as a result thereof.

3.5. The User will contact the Company promptly if (i) the User discovers that any Account Information is lost, stolen, or disclosed to an unauthorized person; (ii) the User reasonably believes that the Account has been compromised, including any unauthorized access, use, or disclosure of Account Information; or (iii) any other breach of security in relation to its Account Information or the Platform, that may have occurred or is reasonably likely to occur.

4. GIGS TICKETING; THIRD PARTY PAYMENT SERVICES

4.1. As part of the Services, certain Users (“Purchasing Users”) may make certain payments via the Platform to other Users (“Selling Users”) for Gigs ticketing, which payments are to be made through a third party payment service provider (“Payment Service Provider” and “Payment Services”, respectively).

4.2. Selling Users that use the Platform to accept payments from Purchasing Users must comply with the terms and conditions (or any other documents that govern the use thereof) of the Payment Service Provider and/or the Payment Services such Selling User uses to receive the payment. It is hereby clarified that the Company does not provide such Payment Services, and in no event will the Company be liable or responsible for a Selling User’s use of such third party Payment Services.

4.3. The Selling User is solely and fully responsible with respect to the Gigs such Selling User is selling or promoting under the Platform (the “Promoted Gigs”), including without limitation, (i) for the marketing and sale of tickets to the Promoted Gigs, (ii) that the Promoted Gigs will take place and be held as planned and displayed on the Platform, and in the event there should be any change thereto, the Selling User undertakes to promptly notify the Purchasing Users of any such change, (iii) to timely refund its Purchasing Users in the event of cancellation of any Promoted Gigs and in accordance with applicable law. In any event, the Company shall not be responsible with respect to any Gig or Promoted Gig.

4.4. Without derogating from the generally of the terms herein, Selling User hereby acknowledges and undertakes to comply at all times with all applicable laws and regulations, either local or foreign, with respect to the marketing and sale of goods, including without limitation, the Israeli Consumer Protection Law, 5741-1981, and the regulations promulgated thereunder (collectively, the “Laws”).

4.5. To the extent that the Selling User shall provide the Company with any Marketing Materials (as defined below) as part of, or as required to, perform the Services, then the Selling User hereby represents and warrants to the Company that: (i) the Selling User is the owner of, or otherwise possesses all requisite rights and licenses to provide the Company with such Marketing Materials and to grant the Company the rights to use the Marketing Materials; and (ii) the promotion, publication and use by or on behalf of the Company, of the Marketing Materials, or any portion thereof (whether embedded to other marketing materials of the Company, or otherwise used by the Company), anywhere in the world, will not infringe any Intellectual Property Rights (as defined below) or other rights whatsoever of any third party, nor give rise to any claim by any third party for payment or compensation pursuant to any legal right or entitlement anywhere in the world. “Marketing Materials” means, without limitation, any data, text, audio, video, messages, photographs, images and any other materials provided by the Selling User to the Company.

4.6. Selling User hereby further undertakes and agrees to inform the Company in writing with respect to the requirements of the Laws applicable to the Selling User or any Promoted Gig and the promotion thereof, and if required in order to comply with such requirements, Company may, but is not obligated to, make any adjustments to the Platform or the Services (as applicable), to its sole discretion at the Selling User’s expense.

5. USER OBLIGATIONS AND RESTRICTIONS

5.1. The User is solely responsible to obtain and maintain, at its own expense, all necessary computer hardware, modems, connections to the internet and other items required to access and use the Platform and the Services, and to make sure that such equipment is compatible with the Platform.

5.2. Without limiting the foregoing, the User may not, and may not permit or aid others, or allow any third party, to: (i) use the Company’s IPR (as defined below), either solely or in conjunction with any other products, for any purpose other than for the purpose hereunder, or contrary to the terms of this Agreement; (ii) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, distribute, commercially exploit or pledge the Company’s IPR or any part thereof or the User’s rights under the License; (iii) modify, display, disassemble, decompile, reverse engineer, revise, enhance, republish, create any derivative works, or otherwise merge or utilize all or any part of the Company’s IPR, with or into any third party materials or components or attempt to access or discover the Platform’s source code; (iv) make any changes or interfere in any way in the source code of the Platform, and upload any software or application that may harm or cause damage to the Company, the Platform or any other third party; (v) allow any other third party to use or access the Services, the Platform or the Account and agree to use reasonable efforts to prevent unauthorized access to or use thereof; (vi) use the Platform, the Services or the Platform Content in any illegal manner or for unlawful purposes; (vii) create an account with the Platform through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper; (viii) develop, support or use any means, including any automated device, script or bot, to scrape (such as access or copy in bulk, retrieve, harvest, or index any portion) the Platform or any data of any kind available on the Platform or related thereto, for any purpose; (ix) represent that the User has any proprietary interest in the Company’s IPR or delete or modify any attributions, legal notices or other proprietary designations on the Company’s IPR; (x) contest the Intellectual Property Rights of the Company, to the Company’s IPR; (xi) interfere with or disrupt the integrity or performance of the Platform or the Company’s network or the data contained therein; (xii) engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of the Platform; or (xiii) Abuse the Platform in any way. “Abuse” shall mean and include any of the prohibited activity outlined in this Section ‎5.2, including without limitation, direct or indirect violation or bad activity through the Platform or the Services, including copyright infringement, email spamming and network scanning. The decision whether an Abuse occurred or not, shall reside with the Company at its sole discretion. Upon a decision by the Company that an Abuse has occurred, without derogating from any of the Company’s rights hereunder, the Company shall issue the User a notice to cease the Abuse.

5.3. The Company will have the right to review and monitor all use of the Platform to ensure compliance with the terms of the License and this Agreement. Without prejudice to any other right of the Company, upon any forbidden uses as described in this Section ‎5, the Company shall have the right to (i) prevent the User from using the Platform and suspend the License, (ii) report the User’s behaviour patterns while using the Platform to third parties, and (iii) take any other action that the Company may deem appropriate to protect its property and rights, as well as the rights of third parties.

6. INTELLECTUAL PROPERTY

6.1. Notwithstanding anything to the contrary herein, the Platform, the Services, the information and other content available on the Platform for User’s view and use (the “Platform Content”), and any other content embedded therein, including without limitation, materials, text, photos, logos, any graphical display of data, designs, sounds, figures, analysis, statistics and any other content, and all Intellectual Property Rights therein, as well as any Feedback (as defined below) (collectively, “Company’s IPR”), are exclusively owned by the Company or its licensors. Except for the License, and as expressly provided herein, no other rights or licenses whatsoever, expressed or implied, are granted by Company to the User with respect to the Platform, the Services or the Company’s IPR, and the User may only use the same in accordance with this Agreement. “Intellectual Property Rights” means any and all worldwide intellectual property rights, whether registered or not, including, but not limited to: (a) patents, patent applications and patent rights, know how, inventions, research, data, and development activities and discoveries; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information, including but not limited to confidential and proprietary information concerning the business and financial activities of the Company, and any information concerning its service providers, employees, customers, suppliers, and partners; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

6.2. The User hereby acknowledges that the Company may use third party platforms or software to provide certain Services.

6.3. The User hereby grants the Company the right to freely use the User’s name, logo and trademarks on the Company’s websites and in any of its promotional and marketing materials.

6.4. Any feedback provided to the Company by the User regarding the Platform, the Services or the use thereof, or any suggested improvements, enhancements or derivatives thereto, including to the Platform Content (the “Feedback”) is welcome by the Company. The User is not required to provide any Feedback, however, to the extent that it shall do so, such Feedback shall be solely owned by the Company, and shall not, under any circumstance constitute as the User’s confidential or proprietary information. The User hereby acknowledges that the Company may use such Feedback in any manner the Company sees fit, without restrictions or limitations, and without payment of any royalty or any other consideration.

7. REPRESENTATIONS AND WARRANTIES

7.1. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (ii) the execution of this Agreement and the performance of its obligations and duties hereunder does not violate any agreement to which it is a party or by which it is otherwise bound; (iii) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms.

7.2. User hereby further represents and warrants that: (i) if User is an individual, it is (x) at least 18 years old, and (y) not considered a minor or under the age of majority adulthood in its specific jurisdiction (the Company reserve the right to request proof of age at any stage in order to verify compliance with this representation); (ii) User has the right, authority and capacity to enter into this Agreement and to abide by all the terms and conditions of this Agreement; (iii) it obtains all approvals, permits and licenses that may be required under any applicable laws and regulations for the operation of its business, and the use of the Platform (including any manner actually used or intended to be used), and that the User will have all such approvals, permits and licenses at all times during the term of this Agreement; (iv) the User’s use of the Platform shall be in accordance with any and all applicable laws and regulations; and (v) User is not (x) located in a country that is subject to any sanctions or embargos by the State of Israel, the United States or the European Union, or that has been designated by the State of Israel, the United States or the European Union as a “terrorist supporting” country; and (y) listed on any list of prohibited or restricted parties published by the State of Israel, the United States or the European Union.

8. USER CONTENT

8.1. In connection with the Parties’ engagement hereunder, the User hereby acknowledges and accepts that the Company shall receive and collect content, including without limitation, data, text, messages, clients’ information, pricing, photographs, images and other types of information (collectively, the “User Content”), either through the features embedded in the Platform or during the performance of the Services, either directly or indirectly, via the Company’s access to a third party software (including but not limited to any Payment Service Provider).

8.2. The User grants the Company with a non-exclusive, irrevocable, limited, royalty free and worldwide license, during the term of this Agreement, to use, process and store the respective data and the User Content in order to perform the Services and any features of the Platform, and to exercise the Company’s rights and obligations under this Agreement, or otherwise in connection thereto.

8.3. Without derogating from the provisions of Section ‎4.4, the User hereby undertakes that: (i) the User Content will not violate or infringe any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising, whether foreign or domestic), or any third party’s Intellectual Property Rights; (ii) the User Content will not be malicious, harassing or pornographic nor will it promote racism, bigotry, hatred or physical harm of any kind against any group or individual; (iii) the User Content does not incorporate materials from a third party website, addresses, email addresses, contact information, or phone numbers (other than of the User’s or that the User otherwise has the right to provide); and (iv) the User Content does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files, nor does it contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

8.4. The User further acknowledges and accepts that: (i) the Company may, but is not obligated to, edit, pre-screen or monitor User Content or monitor the Platform where User Content may be submitted. Company may remove at any time or refuse any User Content for any reason; (ii) the Company does not warrant that any User Content, or any results of processing the User Content, will never be accessible by others; and (iii) the Company may disclose any User Content or activity to any other third party if Company believes that disclosure is reasonably necessary to comply with any law, regulation, legal process or government request. The Company is not obligated to inform the User of any of such disclosures.

8.5. The User is and shall remain the owner of the User Content, and shall be solely responsible for all User Content. The User undertakes (i) that it has a right to provide the User Content, and (ii) to ensure that it shall have all rights to the User Content, either by way of ownership or valid license. The Company is under no obligation to edit, monitor or control the User Content, and will not be in any way responsible or liable for the User Content.

8.6. To the fullest extent permitted by law, the Company shall not be responsible for any access to the User Content or to the results of processing of the User Content, by any third party.

9. TERM

9.1. This Agreement is effective upon the Effective Date and shall continue until such time as the User continues to have the right to access and use the Platform.

9.2. Either Party may terminate this Agreement, for convenience, by providing the other Party with written advance notice of at least 30 days.

9.3. Notwithstanding the above, the Company may terminate this Agreement either (i) by 7 days’ notice to the User upon User’s failure to comply with any of its obligations hereunder, or (ii) immediately and without prior notice, in the following events: (a) if the User’s attempts to transfer or assign any of its rights, liabilities or obligations under this Agreement contrary to the provisions thereof; (b) the User’s violation of any of the restrictions set forth in Section ‎5 of this Agreement; (c) the Company believes it is necessary to do so to comply with applicable law; or (d) a Force Majeure Event (as defined below) occurs which materially affects the Company’s ability to provide the Platform or the Services.

9.4. Upon termination of the Agreement: (i) the User shall cease use of the Platform and the Services and immediately return to the Company all Confidential Information (as defined below) and Company’s IPR, in any media and form, and shall erase all copies thereof the Platform, and (ii) the Company shall be entitled to cancel the License, disable the Account and terminate the User’s access to Platform. Notwithstanding the termination or expiration of this Agreement, Sections ‎6 (Intellectual Property), ‎8 (User Content), ‎9.4 (Termination Consequences), ‎10 (Privacy), ‎11 (Confidentiality), ‎12 (Disclaimer of Warranties), ‎13 (Limitation of Liability), ‎14 (Indemnification) and ‎16 (General) shall survive and remain in effect in perpetuity.

10. PRIVACY AND DATA

10.1. By virtue of this Agreement, the Company may have access to certain personal data regarding individuals. The User acknowledges and agrees that except as described in this Agreement, any content, data, and information the User enters into or uploads to the Platform (including the User Content and personal data) or that the Company collects in connection with the User’s use of the Platform or the Services (collectively, “Data”) will be processed as described in the Privacy Policy available on the Platform, as may be amended from time to time (the “Privacy Policy”).

10.2. The User is solely responsible (a) for Data as entered into, supplied, accessed, or used by the User, and (b) for complying with any privacy and data protection laws and regulations applicable to the User with respect to the Data or the User’s use of the Platform. The User represents and warrants that the User has obtained and will maintain all rights, consents, and authorizations required to grant the Company the rights and licenses set forth herein and to enable the Company to exercise its rights under the same and to provide the Services without violation or infringement of the rights of any third party, including with respect to privacy rights under any privacy and data protection laws and regulations applicable to the User.

10.3. The User hereby grants the Company, and the Company hereby accepts, a non-exclusive, non-transferable license, to use the Data in an anonymized manner for the Company’s internal purposes.

11. CONFIDENTIALITY

11.1. Each Party (“Recipient”) shall keep confidential and shall not disclose to any third party (other than to its employees, affiliates and advisors having a need to know to perform Recipient’s obligations hereunder, which are bound by a confidentiality undertaking with Recipient on terms no less restrictive than as contained herein), any Confidential Information which it has acquired from the other Party (“Discloser”) and shall only use such Confidential Information in connection with exercising its rights and performing its obligations under this Agreement. All right, title and interest in and to the Confidential Information disclosed or transferred by Discloser shall remain the property of Discloser. Such confidentiality obligation shall continue perpetually after termination of this Agreement. “Confidential Information” means any know-how, any trade or business secrets, any rights associated with works of authorship, including copyrights, any commercial, financial, business, technical or other confidential information of whatever nature relating to the Discloser’s business (whether written, oral or in electronic or other form, and whether marked or unmarked as confidential) or of clear confidential nature, including, with respect to the Company, the Platform, the Services, the Platform Content and all of Company’s IPR incorporated therein. Confidential Information shall not include information that: (i) is or becomes publicly known other than through any act or omission of the Recipient; (ii) was in the Recipient’s lawful possession before the disclosure, as evidenced by the Recipient ; (iii) is lawfully disclosed to the Recipient by a third party without restriction on disclosure, as evidenced by the Recipient; or (iv) is independently developed by the Recipient without use of Confidential Information of the Discloser, which independent development can be shown by written evidence.

11.2. If Recipient is required to disclose Confidential Information by law, by any court of competent jurisdiction or by any regulatory or administrative body, Recipient (unless prohibited from doing so) shall promptly give Discloser prior notice so that Discloser may contest the disclosure or obtain a protective order with respect thereto. Recipient shall only disclose that portion of the Confidential Information that Recipient is legally obligated to disclose.

12. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE PLATFORM, THE SERVICES AND THE PLATFORM CONTENT ARE PROVIDED “AS-IS”, “AS-AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND THE COMPANY MAKES NO OTHER WARRANTIES AND EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE PLATFORM AND IT IS NOT RESPONSIBLE FOR THE AVAILABILITY, ACCURACY, APPLICABILITY, COMPLETENESS, OR LEGALITY OF ANY INFORMATION, DATA, DOMAIN, INCLUDING THE PLATFORM CONTENT OR THE USER CONTENT. FURTHER, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT: (I) THE PLATFORM, THE SERVICES OR THE PLATFORM CONTENT SHALL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE PLATFORM SHALL NOT CONTAIN ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY; (III) THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR THAT IT WILL BE ABLE TO BE USED AT ANY TIME; (IV) THE PLATFORM, THE SERVICES OR THE PLATFORM CONTENT WILL MEET THE USER’S REQUIREMENTS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION TO THE PLATFORM AND WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO THE USER, OR ANY OTHER THIRD PARTY AS A RESULT OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THE SERVICES OR IN CONNECTION WITH USE OF OR RELIANCE ON THE PLATFORM OR ANY OTHER INFORMATION DERIVED THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION, THE PLATFORM CONTENT. IN ADDITION, THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS TO USER’S SYSTEMS OR FOR THE USE OF THE PLATFORM BY THE USER.

12.1. The Company is not responsible for any problems or technical malfunction of any telephone or network lines, computer online systems, servers or providers, hardware, software, failure due to technical problems or traffic congestion on the internet (or inaccessibility of the internet) or incompatibility between the Platform and the User’s browser and/or other equipment. Without derogating from the above, the Company does not assume any responsibility or risk for the User’s use of the internet. Further, the Company shall not be liable for any failure to perform any of its obligations hereunder resulting from circumstances beyond the Company’s reasonable control, such as strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, internet or other technology failures, pandemic or epidemic (“Force Majeure Event”).

13. LIMITATION OF LIABILITY

13.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO USER OR ANY THIRD PARTY FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE PLATFORM CONTENT, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ANY EVENT, THE COMPANY’S MAXIMUM AGGREGATE LIABILITY UNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED USD 1,000.

13.2. The limitations contained in this Section ‎13 are considered reasonable by the Parties having regard to the circumstances which are known to or in the contemplation of the Parties at the date of this Agreement, and the availability of insurance to the Parties.

14. INDEMNIFICATION

14.1. The User hereby agrees to indemnify and hold the Company harmless from any and all damages, liabilities, costs, losses or expenses (including reasonable attorney fees) arising out of any claim, demand, or action (“Claim”) by a third party arising from or in connection with (i) the User’s access or use of the Platform, or any such use by a third party authorized to do so by the User, (ii) any breach of the User’s responsibilities, obligations, representations or warranties under this Agreement, or (iii) any of the User’s respective User Content, Promoted Gigs, Marketing Materials, or other data provided by, or obtained by Company from, the User, which allegedly infringes third party’s rights or violates any law. The Company shall notify the User in writing of the Claim and shall make commercially reasonable efforts to provide the User with reasonable assistance and information.

15. LINKS TO THIRD PARTY SITES

The Platform may contain links, content, advertisements, promotions, logos and other materials (the “Third Party Materials”) to platforms, websites or software that are controlled or offered by third parties (the “Third Party Sites”). The Company does not verify, make any representations, or take responsibility for these Third Party Sites, including the truthfulness, accuracy, quality, or completeness of the content, services, links displayed, or other activities conducted on or through the Third Party Sites. The Company does not endorse, sponsor, is affiliated with, or make any representations about the Third Party Sites or any information, material, or results that may be obtained through the use of Third Party Sites, and hereby caution the User to ensure that it understand the risks involved in using such Third Party Sites or purchasing anything via these Third Party Sites, ant to verify all information within the Third Party Sites before relying on it. If the User decide to access any of the Third Party Sites, the User does this entirely at its own risk, and the User must follow the privacy policies and the terms and conditions for such Third Party Sites. The display of these Third Party Materials in the Platform is as a convenience only, and under no circumstances the User will hold the Company liable, directly or indirectly, for any loss or damage caused by use of or reliance on any content, goods or services available on any Third Party Site.

16. GENERAL

16.1. The Company may, at its sole discretion, amend, modify, or discontinue, from time to time, any of the Services provided under the Platform or introduce new services. The Company shall not be liable for any loss suffered by the User resulting from any such changes made and the User shall have no claims against the Company in such regard.

16.2. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties, including without limitation, any kind of non-disclosure agreement. For clarity, the Parties specifically agree that this Agreement supersedes and renders void any contrary terms and conditions contained in any other agreement, instrument or document, unless such instrument is entered into after the Effective Date, signed by both Parties hereto, and expressly referencing this Agreement. The Company may, at its sole discretion, amend the terms and conditions of this Agreement from time to time.

16.3. For the purposes of this Agreement, the Parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever. The transmission of information to or from the Platform does not create between the Parties any relationship that deviates from those specified in this Agreement.

16.4. The User may not transfer or assign its rights or obligations under this Agreement to any third party without the Company’s prior written approval. The Company may assign its rights or obligations under this Agreement at any time.

16.5. All notices will be made in writing and given by personal delivery, overnight courier, facsimile, email or other means of transmission or by certified or registered mail to contact information mentioned above or the last contact information provided by a party following the Effective Date.

16.6. The failure of either Party at any time to require performance by the other of any provision herein will not affect the right of such Party to require performance at any time thereafter, nor will the failure of either Party to take action regarding a breach of any provision hereof be taken or held to be a waiver of the provision itself.

16.7. Any provision of this Agreement which is determined to be prohibited or unenforceable by a court of competent jurisdiction will be ineffective only to the extent of such prohibition or unenforceability and will be severed without invalidating the remaining provisions hereof or otherwise affecting the validity or enforceability of such provision. The headings used herein are for the convenience of the Parties only and will not affect the interpretation of this Agreement.

16.8. This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of another jurisdiction. The parties each consent to the exclusive jurisdiction of the courts of Tel-Aviv, Israel, and waive any objection to venue in such courts. Notwithstanding the foregoing, the Company shall be entitled to seek injunctive and other equitable relief, without the necessity of showing actual money damages in any jurisdiction in the event of an actual or threatened breach.