These terms and conditions (collectively, the “Terms”) apply to your use of the Voltax CMS platform, any related mobile device software applications, and any other product or service that links to these Terms (collectively, the“Platform”), owned and operated by Pro Sportority (Israel) Ltd. d/b/a Minute Media ("we", "us" or "our").
These Terms shall: (i) apply to all Contributor Content (as defined below) provided by you to us; and (ii) prevail over any other terms and conditions, whether written or oral, unless such terms are otherwise agreed in writing between you and us.
The Platform may allow you to upload content to the Platform, including, without limitation, articles, posts, statuses, links, images, comments, social media content, sound and videos (collectively, “Contributor Content”). You hereby acknowledge that the Contributor Content, via the Platform, will be published on our and on third party’s properties.
If you are commissioned to create Contributor Content, the specific terms shall be agreed in writing between you and us.
Unless otherwise agreed, payment shall be made within 60 days of publication of your Contributor Content. It is MinuteMedia policy to make all payments on a self-billing basis and via electronic funds transfer facilities into a bank account designated by you. You shall be liable for all charges levied by receiving banks to process payments and you will be responsible for all applicable other taxes, fees, assessments, surcharges or similar governmental charges that may be imposed, levied, collected or assessed by any relevant authority.
MinuteMedia may withhold payment, entirely or partially, in its sole discretion, where the Contributor Content has not been provided in accordance with these Terms
If you are commissioned to edit Contributor Content, the specific terms shall be agreed in writing between you and us.
Unless otherwise agreed, payment shall be made within 60 days of publication of the relevant Contributor Content. It is Minute Media policy to make all payments on a self-billing basis and via electronic funds transfer facilities into a bank account designated by you. You shall be liable for all charges levied by receiving banks to process payments and you will be responsible for all applicable other taxes, fees, assessments, surcharges or similar governmental charges that may be imposed, levied, collected or assessed by any relevant authority.
MinuteMedia reserves the right, at its sole discretion, to accept or reject drafts of Contributor Content. Any commission shall be deemed completed upon our publication of the relevant Contributor Content on our properties and/or on a third party’s properties, such publication being at the sole discretion of MinuteMedia. You acknowledge and accept that a commission may involve multiple drafts.
You acknowledge that you may have access to certain confidential and/or proprietary information of MinuteMedia (“Confidential Information”). Confidential Information will include all information in any form that under the circumstances of its disclosure, should reasonably be considered confidential, including but not limited to trade secrets. You agree that you will not disclose or use the Confidential Information in any way, except as expressly required for the purposes of creating the applicable Contributor Content, nor will you disclose to any third party any of the Confidential Information and you will take reasonable precautions to protect the confidentiality of such information. You will under no circumstances knowingly publish or disclose, in any circumstances whatsoever, to any third party the Confidential Information, including but not limited to any information relating to the business affairs of MinuteMedia its suppliers or customers, which you may learn through your engagement with MinuteMedia
You will at all times act in good faith towards MinuteMedia and shall not bring MinuteMedia into disrepute, nor, without the prior consent of MinuteMedia, make any reference to MinuteMedia in any advertising, promotional material nor speak in public about MinuteMedia or its affairs, unless expressly agreed in writing. You agree not to write for any publication or speak in public about MinuteMedia or its affairs without MinuteMedia’s prior written permission.
You acknowledge and agree that as between you and us, the ownership, title, interest and all intellectual property rights, including without limitation, copyright, in and to the Contributor Content, and any part or derivative works thereof, whether created or uploaded by you or anyone on your behalf, shall vest exclusively in MinuteMedia, from the moment of creation and you shall not be entitled to, and hereby waive now and in the future, any claim to any right, moral rights, compensation or reward, including any right to royalties in the Contributor Content that you may have in connection therewith. You agree and acknowledge that any ideas you submit may be developed by MinuteMedia independently.
To the extent that ownership of any Contributor Content cannot automatically vest in MinuteMedia, you hereby and shall irrevocably assign the aforementioned ownership, and any right, title, interest to the Contributor Content and intellectual property rights therein to MinuteMedia, and agree to ensure the execution of all documents requested by MinuteMedia to effect the foregoing, including for the purpose of registering any intellectual property, as directed by MinuteMedia. You hereby confirm that you shall have no right whatsoever in any intellectual property rights created by you or anyone on your behalf in connection with the Contributor Content (other than the Contributor IP, as defined below), and that you have waived all moral and attribution rights or any other rights in the Contributor Content. To the extent that any of the Contributor Content includes any non-assignable intellectual property, you hereby grant to MinuteMedia a worldwide, exclusive, unlimited, royalty-free, fully sub-licensable, transferable, non-revocable and perpetual right and license to use such non-assignable intellectual property. You also hereby grant to MinuteMedia a worldwide, unlimited, royalty-free, fully sub-licensable, transferable, non-revocable and perpetual right and license to use the names, personality and image rights, performance, likeness, voices, quotations and biographical material, included in the Contributor Content or directly related to it, for the purpose of MinuteMedia utilizing its rights as per these Terms (the “Contributor IP”).
You represent and warrant that the Contributor Content will be original to you and not in the public domain, and that the Contributor Content will not infringe or violate any law or the legal or equitable right of any person or entity and will contain no material that infringes or violates any personal property rights of others or that constitutes defamation, libel, invasion of privacy, an infringement of the intellectual property rights or any other right of any person, or is otherwise unlawful.
You further represent and warrant that: (a) you are at least 18 years old, (b) you will not upload images to the Platform which are not taken from Company’s approved and licensed image banks without receiving MinuteMedia’s prior written approval; and (c) The Contributor Content: (i) does not encourage acts of violence; (ii) does not contain or constitute spam or chain mail; (iii) does not contain confidential or proprietary information; (iv) is not defamatory, fraudulent, libelous, abusive, obscene, unlawful, threatening, hateful, harassing, racial, sexist or otherwise inappropriate by reasonable standards; (v) does not advertise or solicit third parties' business or contain commercial content of any sort; (vi) does not contain any form of malware; and (vii) does not interfere with the Platform in any way.
You affirm, represent and warrant that you own all required rights, licenses, titles and interests in the User Content, necessary to upload it to the Platform and to grant us the rights as stated herein, and that the Contributor Content is accurate where it might be reasonably relied upon.
You further represent and warrant that MinuteMedia and anyone on its behalf, has all title and rights necessary to enable the fullest use of the Contributor Content, including but not limited to Contributor IP, in perpetuity, for any purpose, including, without limitation, to copy, edit, remove, modify, translate, adapt, publish, syndicate, license, reproduce, distribute (including to third parties), publicly display, publicly perform and make derivative works thereof, without any notice to you or need for any further clearance or authorization. You hereby agree and acknowledge that MinuteMedia may, at any time and its sole discretion, transfer the ownership and all rights under this Agreement and to the Contributor Content to any third party.
YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MINUTEMEDIA NOR ANY PERSON ASSOCIATED WITH MINUTEMEDIA MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN NO EVENT WILL MINUTEMEDIA, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You will indemnify MinuteMedia, and their respective officers, directors, employees, affiliates, licensees, and agents against, and hold them harmless from, any and all loss, damage, or expense (including reasonable attorneys’ fees), arising out of any breach by you of any of the (i) foregoing representations and warranties; (ii) the Contributor IP; or (iii) theContributor Content, including but not limited to any claim by a third party that the Contributor Content infringes any third party right intellectual property or privacy right.
You hereby agree and acknowledge that you and MinuteMedia will be independent contractors. You will not be an employee, agent, or partner of or joint venturer with MinuteMedia, nor will you have any authority to bind MinuteMedia in any respect. You will be responsible for reporting, withholding, and payment of any taxes you may owe.
No person other than you and MinuteMedia shall have any rights under these Terms. The Terms or any one of them may be varied, amended or modified or these Terms may be suspended, cancelled or terminated by MinuteMedia, without third party consent.
These Terms will be exclusively governed by and construed in accordance with the laws of the State of Israel. Any claims arising out of or related to these Terms will be brought exclusively in the court of competent jurisdiction in Tel Aviv-Jaffa, Israel.
You may not assign these Terms or any of your rights or obligations hereunder to any third party except with MinuteMedia’s prior written consent in each instance. MinuteMedia may assign these Terms or any of its rights and obligations hereunder. Subject to the foregoing restriction, these Terms will bind and inure to the benefit of the successors and assigns of the parties.
If any provision in these Terms shall be found or be held to be invalid or unenforceable in any jurisdiction in which these Terms are being performed, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of these Terms which shall remain in full force and effect. In such event, the parties shall negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.
These Terms herein contained constitute the entire agreement between you and MinuteMedia and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof. It is agreed and acknowledged by you and us that these Terms are legally binding and fulfills any legal requirement for a written agreement between you and us regarding the subject matter herein, as per applicable law.
These Terms shall continue to apply to you until terminated by either you or MinuteMedia. MinuteMedia may terminate the Terms and/or suspend your access to the Platform at any time, including, without limitation, in the event of your actual or suspected unauthorized use of the Platform, or non-compliance with these Terms. You may terminate these Terms with ten (10) days’ written notice to MinuteMedia. If you or MinuteMedia terminate these Terms, or if MinuteMedia suspends your access to the Platform, you agree that MinuteMedia shall have absolutely no liability or responsibility towards you whatsoever.
The provisions of these Terms that are intended to survive the termination hereof (including Confidentiality, Intellectual Property Rights, Privacy, Disclaimer of Warranty, Limitation of Liability, Indemnification, Publicity and Governing Law and Jurisdiction; and any licenses granted to us herein) shall survive the expiration or termination of the Terms hereunder, for any reason.