Clinch – Programmatic Creative

Terms of Service

Welcome to the Clinch ‘Programmatic Creative’ platform (the “Platform”), owned and operated by Clinch Labs Ltd. and/or its affiliates (“Clinch” or “We“). The platform is a web service which allows its clients to easily and automatically generate and optimize dynamic HTML5 rich media ads of products, content and services offered in their existing accounts, either via online marketplaces such as eBay, Magento, Etsy, Amazon and similar accounts (“Online Marketplace Account(s)“), clients’ own offered products and content, or from other sources, into their websites, online platforms and advertising campaigns across the internet, in a manner that will present products, content and services offered for sale, promotion or free consumption on their own sites, applicable Online Marketplace or other content source (“Product(s)“). The ads created by the Platform are interactive and allow user interaction in forms of buying, sharing, saving, bidding and other actions in relation to the products or services offered in the ads, and/or being redirected to related products on clients websites and/or affiliated online marketplaces.

 

1. Acknowledgements and Acceptance of Terms

The following consists of the terms and conditions (the “Terms of Service”) governing the access to the Clinch Labs LTD., an Israel-based company (“Clinch Labs,” “we,” “us,” or “our”), platforms (“Platforms”) and the www.clinch.co site (the “Site”) and the software, data feeds, services, information, tools, features, and functionality available on the Site (the “Services”).

 

In addition, when using the Services you shall be subject to any posted guidelines or rules within that service, in addition to those in the Terms of Service.

 

BY ENTERING, VISITING AND/OR USING THE PLATFORM OR USING ANY SERVICES ON SUCH PLATFORM, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS SET FORTH IN THIS OFFEROR (AS DEFINED BELOW) TERMS OF USE (“OFFEROR TERMS OF USE“), INCLUDING THE TERMS OF THE PRIVACY POLICY AS MAY BE AMENDED FROM TIME TO TIME, SUBJECT TO SECTION 7 BELOW (COLLECTIVELY, THE “TERMS“), AND YOU AGREE TO BE BOUND BY THEM AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING THE USE OF THIS PLATFORM AND/OR ANY OF THE SERVICES UNDER THE LICENSE. THESE TERMS APPLY TO YOUR ACTIVITY AS CLINCH LABS LTD CLIENT AND DEFINE YOUR RIGHTS AND OBLIGATIONS UNDER THE LICENSE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THIS PLATFORM AND/OR ANY OF THE SERVICES.

 

 

We may modify, suspend, discontinue or restrict the use of the Site or Services, any portion thereof or any content at any time with or without notice to you. You agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits. The Terms of Service posted on the Site reflect the latest terms and conditions and you should carefully review the same before you use our Site or the Services.

 

2. Use of the Platform and/or any of the Services

 

2.1. License. Clinch Labs LTD hereby grants You a limited, non-exclusive, revocable, non-sublicensable and non-transferrable and non-assignable license (the “License“) to use the Platform and any of the Services, pursuant to the Terms.

2.2 Nature of the Platform. The Platform shall function solely as a “Dynamic ad Generator” which displays the Offeror’s products and/or services and their related info, and under no circumstances shall be considered as an independent online shop. Once an Offeree (as defined below) clicks on a certain action button or any link provided in the ad, it is being directed outside of the ad or Platform, into either Your Online Marketplace Account as further detailed in Section 11 to the Terms, or to the Online Marketplace website, or to your site, or to your affiliated sites, or to a 3rd party social application in order to share the product’s video in specific social platforms.

2.3 Clinch Labs LTD is not a Party to any Transaction. PLEASE READ CAREFULLY: You hereby acknowledge and agree that Clinch Labs LTD, the Platform, and any of the Services ACT MERELY AS A SERVICE and Clinch Labs LTD is NOT, in any case, a retailer. Clinch Labs LTD is not directly or indirectly involved in any potential transaction between You, as an Offeror, and any individual and business entities that operates as an Offeree. Clinch Labs LTD does not impose any rule or restriction in connection with any transaction, and does not act as a consultant or legal advisor regarding any transaction to either the Offeror or the Offeree. No provision of these Terms shall be construed as limiting the ability of both Offeror and Offeree to negotiate lawfully and in good faith, and decide independently what shall be the commercial terms of any transaction between them. Clinch Labs LTD shall not have any liability with regards to the terms set forth in any of the transactions between the Offeror and the Offeree, including, but not limited to, with regards to any recuperation of any and all payments, fees and or other taxes paid by either Offeree and/or Offeror, or any reimbursement of products sold by an Offeror to an Offeree.

2.4. An individual or a business entity operating as a vendor (“Offeror” or “You“) and the individual or business entities who uses the Offeror’s Application (“Offeree“) shall be exclusively responsible for setting all the commercial and legal terms and conditions which governs each transaction between them, and Clinch Labs LTD shall have no liability of any kind for such transactions (Offeror, Offeree and/or any visitor of the Platform or user of any of the Services shall be collectively referred to as a “User“). It is hereby acknowledged and agreed that Clinch Labs LTD has the right under its sole discretion to refuse to provide Services, temporarily or permanently, via the Platform and/or any other services, to any individual or business entity at anytime, including if it has suspected, at its sole discretion, that a certain Offeror breaches these Terms.

2.5. Risks involved in using the Platform and/or any of the Services. There are several risks involved in dealing with underage persons, people acting under false pretense, international trade and foreign nationals. Please use caution, common sense, and practice safe trading when using the Platform and/or any of the Services. By accepting these Terms and using the Platform and/or any of the Services You agree to accept such risks at your own risk and/or cost and hereby waive any claim against Clinch Labs LTD with respect thereto.

 

 

3. The Services

3.1 Clinch Programmatic Creative Engine. As part of the Services which Clinch may provide, Clinch may provide Offeror, under a certain defined fee or free of charge, Clinch’s Programmatic Creative Engine for turning structured web pages into dynamic interactive videos, which may include, among others, the following content and features: (i) Textual content such as: titles, sub-titles, descriptions, features, reviews; (ii) Visual content such as: imagery, sketches, blueprints, floor plans, videos, animation; (iii) Interactive options: Call-to-action buttons, based on the links and actions provided in the content origin source – the Offeror’s web page, such as: buy, save, share, add to list, bid, and more. As well as related products and suggested links to redirect Offerees to other products or platforms such as: website, social platforms, applicable Online Marketplace. Clinch will not add any additional content, of any type, nor an action button, link or other form of interactivity to those provided by the Offeror on its website, or specifically requested and agreed upon between the Offeror and Clinch. Clinch Programmatic Creative will not be provided as an encapsulated video file of any kind (such as: .mp4, .mov, .AVI, or any other video file format), unless offered and as part of an agreement between Clinch and the specific Offeror that Clinch will provide, under a certain defined fee or free of charge, the ads in specific video file formats.   

3.2 Analytics Tool for Measuring Services Performance and Users’ Activity. As part of the Services which Clinch may provide Offeror, under a certain defined fee or free of charge, a certain Analytics tool for measuring Users’ activity using the Platform, which may provide, among others, the following metrics, unidentifiable information about Users who used the Platform’s ads via Offeror’s platforms and/or across the internet: (i) amount of usages of the Platform (ad views); geographical location of Users; forms of interaction; (ii) the Products clicks to be redirected to website, Online Marketplace Accounts (product name, price, references on the applicable Online Marketplace Account); the date/time (timestamp) of the click; and the type of ad that generated the click. All such information is statistic, unidentifiable information and shall not include any User’s identifiable information. Clinch is not obliged to provide You with such information and does not undertake that such information shall be accurate, up-to-date, complete and/or relevant.

 

 

4. Accounts and Security

4.1. Your Personal/Business Information. Clinch does not collect or has any intention of collecting Personal or Business-related information. In the case You voluntarily provide us with such information, it shall be kept in confidence according to our Privacy Policy. For further details please refer to our Privacy Policy.

4.2. What You may and may not do using of the Platform as an Offeror. You are solely and fully responsible for all activities that occur under Your name as an Offeror. As an Offeror You may not assign or transfer any of Your rights or delegate any of Your duties under Your use of the Platform and/or any of the Services, without the express prior written consent of Clinch. An Offeror must notify Clinch immediately of any unauthorized use of its Platform and/or any of the Services or any other breach of security. Clinch cannot and will not be liable for any loss or damage arising from (i) Your failure (either as a User or an Offeror) to comply with these Terms of Use; (ii) any unauthorized use of Offeror’s Platform or any other breach of security; (iii) any activity under Your Platform as an Offeror or Your name as a User conducted by others on Your behalf and/or under Your supervision, whether or not Clinch was notified of the possibility and/or existence of such a loss of damage. In no event shall Clinch mediate disputes or split fees between Clinch and third parties who used the Offeror’s Platform on Offeror’s behalf and/or under Offeror’s supervision. An Offeror may be liable for the losses of Clinch or others due to any such use.

4.3. No Verification Methods. You hereby acknowledge, understand and agree that Clinch has no responsibility, cannot and do not confirm each User’s and/or Offeree’s purported identity. You are free to employ and/or use any third-party escrow or user verification services, subject to the terms and conditions of these Terms.

4.4 Removing / Canceling the Platform and/or Services. If You are no longer interested in using the Platform and/or any of the Services, You may contact Clinch’s support at support@clinch.co for any assistance in removing and /or canceling the Platform and/or any of the Services.

4.5. No Liability. Without derogating from Section 13 below, it is hereby acknowledged and agreed that Clinch shall not be liable and shall not bear any additional expense or fee due as a result of (i) any User’s breach of this Terms; (ii) a written agreement an Offeree and an Offeror has been reached, including commercial and legal standards set by the Offeror governing the entire transaction, including without limitation any related services such as shipping, applicable law, custom clearance etc.; or (iii) any loss or damage caused to any third-party, including a Offeror, as a result of an Offeree’s or User’s acts or omissions; (iv) Any inaccuracies, false and/or authenticity issues of the content and information provided and/or displayed in Clinch’s Programmatic Creative based on the offerors’ content provided on their websites or sources.

 

5. Forbidden Activities

5.1. You may not (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Platform and/or any of the Services in any way; (ii) interfere with or disrupt the operation of this Platform and/or any of the Services, or the servers or networks that host the Platform and/or any of the Services or make this Platform and/or any of the Services available, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers and/or networks; (iii) interfere with or violate any other Offeror’s, Offeree’s or Users’ right to privacy or other rights, or harvest or collect data and information about other Offeror, Offeree, or User without their express consent, whether manually or with the use of any robot, spider, crawler, site search or retrieval application, or other manual or automatic device or process to retrieve, index and/or data-mine information; (iv) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others including Offeror, Offeree or User, or include such unlawful, hateful, obscene, indecent, or otherwise illegal content in the Content posted, transferred or uploaded by You on or through the Platform and/or any of the Services; (v) impersonate any person or entity, including, but not limited to, any Clinch agent or representative, falsely state or otherwise misrepresent Your affiliation with any person or entity, or express or imply that Clinch endorses You, Your Application, Your business or any statement You make, or present false information about Clinch, the Platform and/or any of the Services or any other services or products You linked via the Platform and/or any of the Services; (vi) create, transfer or send unwanted or unsolicited commercial E-mail (spam) to other Offerors, Offerees or Users using the Platform and/or any of the Services or to any third-party using the Platform and/or any of the Services; (vii) transmit, distribute, display or otherwise make available through or in connection with the Platform and/or any of 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, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (viii) create a database by systematically downloading and storing all or any of Clinch’s Intellectual Property (as defined in Section 8), or other Offeror’s, Offeree’s, Users’ Products or any other generated content from this Platform and/or any of the Services; (ix) provide false, inaccurate or misleading information during the Account Setup Process or in any of the content provided, posted, transferred or uploaded by You, any User Generated Content and/or Third parties, on or through the Platform,; (x) post, transfer or upload on or through the Platform any content which infringes any third-party Intellectual Property rights, including trademarks, copyright and patent rights, or other propriety rights, or contain any unlawful material including presence of illegal pornography of any kind; (xi) violate any law, statute, ordinance or regulation, including, but not limited to, those governing import / export control, consumer protection, unfair competition, anti-discrimination or false advertising; or (xii) use the Platform and/or any of the Services for any illegal, unlawful or unauthorized purpose. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (xiii) Use the Services to harm minors in any way; (xiv) Violate, attempt to violate, or avoid any applicable ICANN regulation or policy;

 

5.2. Your failure to comply with the provisions set forth herein may result in the removal of the Platform as an Offeror or denial of access and/or use of this Platform as a User, and may expose You to civil and/or criminal liability.

5.3. Without limiting any other remedies available to it, Clinch may, without prior notice, limit, suspend, or terminate its Services, prohibit access to its Platform, and take technical and legal steps to deny Your access, use and/or participation in and to the Platform and/or any of the Services, under its sole discretion, including if Clinch thinks that they are problematic, hazardous or unlawful acts that are inconsistent with the letter or spirit of Clinch’s Terms and/or business and/or business model and/or concept, or if Clinch believes that Your actions may cause financial loss or legal liability for You, other Clinch Users, or to Clinch itself.

 

6. Representations and Warranties

6.1. As a condition for Your use of this Platform and/or any of the Services as a Offeror or as a User, You hereby represent and warrant that (i) You are at least 18 years of age (if individual) and/or possess the legal authority to enter into these Terms, to use the Platform and/or any of the Services in accordance with all the Terms herein, and to fully perform Your obligations hereunder; (ii) that You are financially responsible, or represent the Offeror and that You are authorized to approve all of Your use of this Platform and/or any of the Services (as well as for use by others, including, without limitation, minors residing with You); (iii) the execution of this Terms does not and will not violate any other agreement to which You are bound or any law, rule, regulation, order or judgment to which You are subject. (iv) You will not infringe any right of any third party, including intellectual property rights, privacy rights and publicity rights; and (v) You will not harm any User and will not use the Platform and/or present any Products via the Platform for any illegal, immoral or unauthorized purposes, including but not limited to offer to sell non-authentic products, illegal drugs, prescription medicines, and/or products which are forbidden to be offered to minors such as alcohol beverages and/or tobacco cigarettes.

6.2. Without derogating from any Offeree’s obligations under these Terms, You are responsible to provide Offerees with product warranty as applicable under the law and based on your Terms of Use, accepted and agreed by You and your Offerees.

 

7. Modifications

Clinch reserves the right to, at anytime, by posting the amended Terms on the Platform modify or discontinue, temporarily or permanently, this Platform (or any part thereof) and/or any of the Services without notice. Your continued use of this Platform after any changes, whether material or not, shall indicate Your acceptance of such changes. Clinch may, under its sole discretion, notify You about a material change in this Terms. You agree that Clinch shall not be liable to You or to any third-party for any modification, suspension, or discontinuance of this Platform and/or any of the Services. All new features made available through this Platform that were not made available as of the “Last Revised” date above, shall automatically become subject to these terms and conditions.

 

8. Intellectual Property Rights

The Web allows people throughout the world to share valuable information, ideas and creative works. To ensure continued open access to such materials, we all need to protect the rights of those who share their creations with us. Although we make the Site freely accessible, we don't intend to give up our rights, or anyone else's rights, to the materials appearing on them. All intellectual Property rights in and to the Platform and/or any of the Services and the content on the Platform, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, copyrightable materials, graphics, text, designs, specifications, methods, procedures, algorithms, data, technical data, interactive features, system scripts, graphics, photos, sounds, music, videos, (source and object code), files, interface, GUI and trade secrets and the like, whether or not registered and the Company Trademarks (as defined below and in Section 10), service marks and logos contained therein (collectively “Intellectual Property“), are solely owned by or licensed to Clinch, and subject to copyright and other Intellectual Property rights under Israel, foreign laws and international conventions. Except as provided herein, You are not granted, either expressly or by implication, estoppel or otherwise, any license or right to use any of the Intellectual Property without the prior express written permission of Clinch Labs LTD.

 

9. Removal of Infringing Content

If you believe that any Content, including without limitation content defined as Your Content, any third party logos, trademarks, brands or other intellectual property infringes upon your intellectual property rights, please send us a detailed notice to privacy@clinch.co, including the details set forth below, we will make reasonable commercial efforts to remove such Content, locate the infringer and notify him of your complaint. For efficient removal your notice should consist of the following: (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 on the 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; (iv) information reasonably sufficient to permit Clinch Labs to locate the material (providing URLs in the body of an email is the best way to help us locate content quickly); (v) information reasonably sufficient to permit Clinch Labs to contact the complaining party, such as address, telephone number, and, if available, electronic mail address at which the complaining party may be contacted; (vi) a statement that the complaining party has 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 (vii) a statement that the information in the notification is accurate, and under penalty of perjury, and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

 

10. Trademarks

Clinch’s logo and all other proprietary identifiers used by Clinch in connection with the Platform and/or any of the Services (the “Company Trademarks”), “Clinch”, “Clinch Programmatic Creative” are all trademarks and/or trade names and/or service marks of Clinch Labs LTD, whether or not registered. All other trademarks, service marks, trade names and logos, which appear on the Application, belong to their respective owners (the “Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and You agree that no such right, license, or interest shall be asserted by You with respect to the Company Trademarks or the Third Party Marks.

 

11. Privacy

Clinch respects Your privacy and is committed to protecting the personal and business information that You share with it. Clinch believes You have a right to know its practices regarding the information Clinch may collect when You use the Platform and/or any of the Services. Clinch’s policy and practices and the type of information collected, are described in the Privacy Policy.

 

11. Links & Third-Party Sites

11.1 Links to Third-Party Sites. The Platform and/or any of the Services shall contain links to third party’s websites, including but not limited to links to third party websites which host your Online Marketplace Account, websites content, etc. Whether such links have been suggested by Clinch, shared by any user or added by You (“Third Party Sites”). You hereby acknowledge that Clinch has no control over such Third Party Sites, and You further acknowledge and agree that Clinch is not responsible for the availability of Third Party Sites, and does not endorse and is not responsible or liable for any services, content, advertisements, products, or any materials on or available from Third Party Sites. You further acknowledge and agree that Clinch shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any services, content, products or other materials available on or through any Third Party Sites. Most Third Party Sites provide legal documents, including terms of use and privacy policy, governing the use of such sites. It is always recommended to read such documents carefully. In any case, Clinch reserves the right to terminate any link at anytime, at its own discretion.

11.2. Links to/from Clinch Platform. Clinch encourages and permits and provides the tools to offer links to Your and/or Third Party Sites’ content on the Clinch Platform and/or other Services. However, You may only link from/to websites that permit such linking and the linking (i) should not suggest that Clinch promotes or endorses any third-party’s causes, ideas, websites, applications, products or services; (ii) should not use Clinch content for inappropriate commercial purposes; (iii) should not include a description of goods or services which are illegal or prohibited under this Terms; (iii) Clinch reserves the right to withdraw permission for any link.

11.3  Google Maps / Earth / Places APIs. Clinch may choose to implement and incorporate, as part of the assets in its ad creation, content from Google Maps / Earth / Places APIs. Therefore by using Clinch application, clients and users acknowledge and agree to be bound by Google’s Terms of Service. 

 

12. Disclaimer and Warranties

12.1. THE PLATFORM AND/OR ANY OF THE SERVICES, THE INTELLECTUAL PROPERTY AND ANY OTHER CONTENT IN THE PLATFORM ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY OF DATA, TRANSLATION, AVAILABILITY, TIMING, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CLINCH DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. NOR DOES CLINCH MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR ENDORSE, RECOMMEND OR MAKE ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, USER GENERATED MATERIAL, PRODUCTS, FEEDBACK, OPINIONS OR STATEMENTS AVAILABLE ON OR THROUGH THE PLATFORM OR THROUGH LINKS ON THE PLATFORM AND/OR ANY OF THE SERVICES.

12.2. CLINCH NOR ITS AFFILIATES, LICENSORS OR AGENTS DO NOT WARRANT THAT THE PLATFORM AND/OR ANY OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS, THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR SERVICE THAT MAY BE OBTAINED FROM USE OF THE PLATFORM AND/OR ANY OF THE SERVICES. CLINCH MAY CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE PLATFORM AND/OR ANY OF THE SERVICES AT ANY TIME OR TO DISCONTINUE DISPLAYING WEBPAGES AND ANY CONTENT WITHOUT A NOTICE TO YOU. CLINCH MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE PLATFORM AND/OR ANY OF THE SERVICES OR ANY AND ALL CONTENT AND INFORMATION PROVIDED THROUGH THE PLATFORM FOR A CERTAIN PURPOSE OR ANY PURPOSE AT ALL. CLINCH HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE PLATFORM AND/OR ANY OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY, OR QUALITY OF THE PLATFORM AND/OR ANY OF THE SERVICES, AND IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE OF ANY AND ALL PRODUCTS, SERVICES, CONTENT AND INFORMATION RECEIVED THROUGH THE PLATFORM AND/OR ANY OF THE SERVICES.

 

13. Limitation of Liability

13.1 THE USE OF THE APPLICATION AND/OR ANY OF THE SERVICES IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL CLINCH BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE PLATFORM AND/OR ANY OF THE SERVICES, OR THE USE OR INABILITY TO USE THE PLATFORM AND/OR ANY OF THE SERVICES, REGARDLESS OF WHETHER THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF CLINCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WHERE LIABILITY IS MANDATORY, IN WHICH EVENT LIABILITY FOR DAMAGES SHALL BE LIMITED TO TEN (10) US DOLLARS.

13.2 Without derogating from the above, You hereby release and will not hold Clinch responsible for the actions or inactions of others, including any third-party, Offerees, users and/or other Offerors. You acknowledge that the Platform and/or any of the Services act merely as a tool to allow Offerors and Offerees to offer Product(s) and content, at anytime, from anywhere. Clinch is not party, in any way, to any transaction or transfer of any right to, or legal ownership of Product(s) and/or content, from the Offeror to an Offeree. Clinch has no liability for, or control over and does not guarantee the quality, authenticity, safety or legality of the Product(s) and/or content listed and advertised on its Platform, or the truth or accuracy of the listings, and cannot ensure that an Offeree or other Offerors will actually complete a transaction. Consequently, Clinch does not transfer legal ownership of items from an Offeror to an Offeree and/or assumes the responsibility of ensuring provisions of services from an Offeror to an Offeree. Accordingly, to the extent legally permitted, CLINCH EXCLUDES ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS. OTHER THAN AS SET FORTH IN SECTION 12.1 ABOVE, CLINCH IS NOT LIABLE FOR ANY LOSS OF MONEY, GOODWILL, OR REPUTATION, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE SERVICES AND/OR PLATFORM.

 

14. Paid Services

14.1. Billing Policies. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges, posted or linked in here and on Clinch’s website and/or online applications, websites. Clinch may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.

14.2. Refunds. Subscription to online applications provided by Clinch (Marketplaces): You can cancel your subscription during the period of the first 15 days since purchasing it, unless you’ve used a trial period, which will then count as part of the 15 days refund policy. In the event you cancel your subscription after 15 days or after using a trial period, you shall receive no refund or exchange for any unused time on a subscription cycle, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else. No refunds will be given, except in the Company’s sole and absolute discretion. In regards to a contract signed between Clinch Labs and its direct clients and/or ad networks, ad exchanges and media companies, the refund and/or cancellation of Services provided are based on the specific contracts and agreements signed between the parties,

14.3. Subscription Terms (Online Applications of Clinch Platforms and Services – Provided mostly in Online Marketplaces). You acknowledge and agree that you shall be responsible for paying all fees due for the full term of your subscription, whether or not you cancel such subscription prior to the end of such term. You further acknowledge and agree that the term of your subscription shall automatically renew for additional successive terms equal to the period of your initial term, unless you provide Clinch with notice of your intent not to renew your subscription at least sixty (60) days prior to the end of the then-current subscription term.

14.4. Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You shall pay all applicable subscription fees, including any sales, excise, service, use or other taxes now or hereafter imposed upon or required to be collected by Clinch by any authority in connection with or arising from the Service and/or this Agreement, excluding taxes based upon Clinch’s net income. You shall pay each invoice issued by Clinch by the applicable due date and in the currency specified by Clinch. Any amounts not paid when due shall bear interest at the rate of one and a half percent (1.5%) per month or the maximum rate allowed by law, whichever is less.

 

15. Indemnity

You agree to defend, indemnify, and hold Clinch Labs LTD, and our subsidiaries and affiliates, and each of our and their members, managers, directors, officers, agents, contractors, partners and employees, harmless from and against any demands, loss, liability, claims, damages, costs or expenses (including but not limited to attorney’s fee) made against us by any third party due to or arising out of your use or inability to use the Services, and/or arising from: (i) Your breach of any of the representations and warranties under this Terms; (ii) Your use of the Platform and/or any of the Services; (iii) Your breach of any term of this Terms; (iv) Your violation of any third-party right under the Terms and/or any law, including without limitation any Intellectual Property right, property right, or privacy right; and/or (v) any damage of any sort, whether direct, indirect, special or consequential, You may cause to any third party with relation to the Platform and/or any of the Services. (vi) any of Your Content which you post or share on or through the Services or otherwise, your conduct in connection with the Services or with other Registered Users and/or Visitors. This indemnity shall survive any termination or cessation of use by you of the Service. Clinch agrees to defend, indemnify and hold harmless Partner, its affiliates and its respective directors, officers, employees and agents from and against all claims and expenses, including attorney fees, arising out of allegations that the licenses, user interface, software codes and any other intellectual property used in the deployment of the Programmatic Creative Platform and other services violate the intellectual property rights of any third party. The parties agree to fully cooperate as required in the defense of any claim.

 

16. Termination

16.1. Clinch reserves the right to remove the Platform and/or a client and/or user access to the Platform under its sole discretion, with or without cause.

Clinch will aspire to advise its clients and Offerors of its intention to remove the Platform and/or any other Services up to 48 hours in advanced. Unless otherwise agreed and specified in a work agreement signed by Clinch and the Client.

 

17. Notices

Except as explicitly stated otherwise, any notices (i) to Clinch shall be given by e-mail to Clinch; We may send you a notice with respect to the Services by sending an email message to the email address listed in your account, or by posting on the Services. 

 

18. General

18.1. Any claim relating to the Platform and/or any of the Services or its use thereof will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles.

18.2. Any dispute arising out of or related to Your use of the Platform and/or any of the Services will be brought in, and You hereby consent to exclusive jurisdiction and venue in, the competent courts of the District of Tel Aviv, Israel. You hereby waive, and agree to waive in the future, any and all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule.

18.3. If any provision of this Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Terms and will not affect the validity and enforceability of any remaining provisions.

18.4. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

18.5. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

18.6. The Terms, constitutes the entire terms and conditions between You and Clinch relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between You and Clinch.