This is an agreement between MyBrandz, Ltd. ("MyBrandz") and You and any and all policies, guidelines and amendments that may be incorporated into this MyBrandz Agreement or presented to You from time to time are an integral part of this agreement (all referred to as the “Agreement”). This Agreement describes the terms and conditions on which MyBrandz offers You participation in MyBrandz's website, communities and related services and applications, if any, and as may be added from time to time to the web site or to any other site (e.g. MyBrandz Facebook.com applications and like websites and platforms) (the "MyBrandz Platform" as further described below). "You" (and "Your", as applicable) means the person or entity identified in the registration form submitted.
PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement sets forth the legally binding terms and conditions for Your use and participation in the MyBrandz Platform including the MyBrandz Site.
By registering, clicking "I Agree" or otherwise using and/or participating in the MyBrandz Platform, You represent to MyBrandz that You are capable of entering into and performing legal agreements, and that You agree to be bound by the following terms and conditions.
If You register on behalf of a business, You represent to MyBrandz that You have the authority to bind that business and Your acceptance of this Agreement will be treated as acceptance by that business. In that event, "You" and "Your" will refer to that business in this Agreement.
If You do not accept this Agreement in full, please do not register for or participate in the MyBrandz Platform.
With this in mind, You agree to and acknowledge the following:
1) The MyBrandz Platform. Mybrandz is an online social platform about brands, celebrating the love to brands, letting users throughout the internet present and talk with their friends about the brands they love. Mybrandz holistic online social platform includes two complementary solutions: (i) A destination site (ii) Online globally spread solutions, which connect between brands and social networks, including: brand related widgets and applications, which are spread throughout the web and interface with other social platforms. MyBrandz makes, or may make, the MyBrandz Platform available to the public through one or more channels. These channels include but are not limited to the following: Online, via the MyBrandz website (currently located at http://www.MyBrandz.com) (the "MyBrandz Site") and/or via the websites, software applications, plug-ins, blogs, media search engines, toolbars, games, components or downloadable code, and other viral online mediums such as peer-to-peer networks, file sharing, instant messaging and email of MyBrandz and MyBrandz's partners.
The MyBrandz Platform permits You to participate in, use and/or obtain access to the MyBrandz services in a variety of ways. These include but are not limited to the following:a) Participation in the MyBrandz Site, by submitting content including reviews, communicating with other MyBrandz Site members and sharing or submitting other information.
b) Access to certain MyBrandz applications, software and related services, such as access to MyBrandz's API (collectively, the "Applications").
c) We will refer to any participation in the MyBrandz Platform as "Participation" or to "Participate." Your use of or access to certain features of the MyBrandz Platform may require You to agree with and accept additional terms and conditions. If there is a conflict between this Agreement and any additional terms and conditions of use posted for a specific feature, those additional terms and conditions shall have precedence with respect to Your use of or access to that feature.
2) Registration. To Participate, You must register online with MyBrandz at the MyBrandz Site, and create a unique, password-protected account ("Account"). You will be responsible for safeguarding Your password. You also take full responsibility for any actions under Your password and Account, whether authorized by You or not. You are responsible for keeping Your Account information current. You acknowledge and agree that MyBrandz will have no responsibility or liability, directly or indirectly, for the availability of the external websites or resources of third party affiliates or partners.
3) Policies. Your Participation is subject to all applicable MyBrandz specification guidelines, requirements and policies which MyBrandz may provide from time to time. These include but are not limited to the Privacy Policy (http://www.MyBrandz.com/privacy) and any specification guidelines (together, the "Policies"). You agree to comply with the Policies to enable, as applicable, proper delivery, display, tracking and reporting of actions related to the MyBrandz Platform.
4) Modifications. MyBrandz, at any time and from time to time, may modify this Agreement and the Policies, or may modify, suspend or discontinue, temporarily or permanently, the MyBrandz Platform (or any parts thereof). Modifications to this Agreement and Policies will be posted on the MyBrandz Site or made in compliance with any notice requirements set forth in this Agreement. Modifications to the MyBrandz Platform will be effective upon posting to the MyBrandz Site. You agree that MyBrandz shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Agreement, the Policies, or the MyBrandz Platform. By continuing to Participate after MyBrandz has posted any such modifications or provided any required notices, You agree to be bound by the modifications. Please review this Agreement and the Policies regularly so that You will be apprised of any modifications. If any modification is not acceptable to You, Your only recourse is to cease Participation.
5) Participation. If You register to Participate, You will automatically become a community member. As a community member, You may communicate with MyBrandz and other community members, post or publish comments or rating features regarding Content at the MyBrandz Site. All such communications are referred to after this as "Member Comments". You are solely responsible for all Member Comments You transmit or submit to MyBrandz or through the MyBrandz Platform, whether created by or for You, including but not limited to websites and content proximately reachable from such member Comments. MyBrandz disclaims all liability relating to Your Member Comments. As more fully set forth in Section 10 ("Representations and Warranties"), You may not submit any Member Comments that contains any sexually suggestive, pornographic, infringing, hate-related, violent or illegal content. To remain eligible for Participation, You must at all times comply with the terms and conditions of this Agreement and all Policies. MyBrandz reserves the right to refuse and terminate Participation to any applicant or participant at any time in its sole discretion.
You are solely responsible for all content You transmit or submit to MyBrandz or through the MyBrandz Platform, whether created by or for You, including but not limited to graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts or other material (collectively, "Content"). MyBrandz disclaims all liability relating to Your Content. As more fully set forth in Section 10 ("Representations and Warranties"), You may not submit Content that contains any pornographic, infringing, hate-related, violent or illegal content.
In connection with MyBrandz's marketing, distribution and provision of the MyBrandz Platform as contemplated herein, You permit MyBrandz, as further described in Section 8, to:
a) host, index and cache Your Content;
b) tag Your Content with information that will be used by MyBrandz to identity it as Your Content
c) distribute, or have distributed, Your Content in the other websites on the web; and
MyBrandz may, in its sole discretion: reject, suspend access to or remove any of Your Content from the MyBrandz Platform at any time that MyBrandz deems it unsuitable.
Registration, participation and use of the MyBrandz Platform is free of charge. You agree and acknowledge that you Participation does not confer any right of payment to You whatsoever, including but not limited to any payment for content and/or revenue share of any revenue generated by MyBrandz, directly or indirectly by using, displaying or distributing Your Content.
6) Participation at Your Own Risk. Your Participation is at Your own risk. Although the MyBrandz Platform enables users to connect and share Content and Member Comments with one another and with end users or viewers, MyBrandz has no responsibility to control of monitor any information or exchanges between or among users. MyBrandz does not control the Content, Ads and Member Comments made available through the MyBrandz services. Some people may find Content, Ads and Member Comments objectionable, inappropriate or offensive. MyBrandz does not control or guarantee, nor is MyBrandz responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any Content, Ads and Member Comments. MyBrandz assumes no responsibility for monitoring any Content, Ads or Member Comments or conduct during Participation. If MyBrandz chooses, at any time in its sole discretion, to monitor (in whole or in part) Content, Ads, Member Comments or conduct during Participation, MyBrandz nonetheless assumes no responsibility for Content, Ads and Member Comments, no obligation to modify or remove any Content, Ads or Member Comments and no responsibility for conduct during Participation. You agree that MyBrandz has no responsibility or liability for the deletion or failure to store, maintain or transmit any Content or Member Comments.
7) Privacy. Participation is governed by the MyBrandz Privacy Policy located at http://www.MyBrandz.com/privacy, which is incorporated into this Agreement by reference. Furthermore, by Participating, You understand that when You view or interact with MyBrandz services and features of the MyBrandz Platform, MyBrandz may collect (and You may provide to MyBrandz) information that is specific to You (e.g. information submitted during the registration process) and how You use the Internet as well as how You view and/or interact with MyBrandz Platform ("User Information"). User Information may include, but is not limited to, personnel information e.g., name, picture and any other information submitted during the registration process, an IP address, the website a user is logged onto, the geographic location of the IP address the user is using to access the Internet, the type of browser used, which and how many web pages have been viewed by the user, search terms used, referring/exit pages, platform type and date/time information. This information is anonymous and does not personally identify a user. MyBrandz uses User Information for the purpose of monitoring delivery and distribution of the Content and Ads, improving Ad targeting, delivery and reporting, improving the MyBrandz Platform and measuring its effectiveness with users, and may use such information for other commercial purposes. Access Information may be shared with MyBrandz's Third Party Services Providers, affiliates, business partners, sponsors, advertisers, employees, customers and distribution partners.
8) Proprietary Rights & Licenses.
a) MyBrandz's Ownership Rights. MyBrandz owns all right, title and interest, including without limitation all worldwide intellectual property rights in the MyBrandz Platform, and all such rights to all derivative works or enhancements of, in and to, or relating to the MyBrandz Platform. By entering into this Agreement or by Your Participation, You will not acquire any intellectual property or similar rights in the MyBrandz Platform or related products and services. You agree You will not (i) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the MyBrandz Platform or related products and services; or (ii) use MyBrandz's name, logo, trademark, trade names or service marks except as expressly permitted in this Agreement without MyBrandz's prior written consent.
b) Your Revocable Limited License to MyBrandz. You hereby grant to MyBrandz a royalty free, worldwide, revocable, non-exclusive, sublicensable, limited right and license to use, reproduce, modify and adapt, excerpt, publish, transmit, publicly perform, display, reference, store, host, index and cache, in any form, medium or technology now known or later developed, any Content, Member Comments or materials You submit to MyBrandz, in whole or in part, whether created by or for You, by any method, and in any and all media, whether currently existing or hereafter developed. You warrant that any Content You submit do not infringe upon any rights, including intellectual property rights, of any other parties. In addition, You warrant that all so-called moral rights in the Member Comments have been waived.
c) Your Information. You grant MyBrandz a non-exclusive license to index and cache Your Information and any portion thereof, by manual or automated means (including with web spiders and crawlers), for purposes of promoting, providing and improving the MyBrandz the MyBrandz Platform and for soliciting other distributors, publishers, creators and advertisers to use the MyBrandz Platform and Participate. You acknowledge and agree: (i) that You understand that You may provide, and MyBrandz may collect, Your Information during Your Participation; and (ii) that Your Information may be shared with MyBrandz's affiliates, business partners, sponsors, advertisers, employees, customers and distribution partners.
d) No Endorsement; No Publicity. MyBrandz does not endorse, verify, evaluate or guarantee any information or Content provided by users, including You, and nothing shall be considered as an endorsement, verification or guarantee of any information or Content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which offer such information, (i) containing or suggesting an endorsement by MyBrandz of You or Your Content; or (ii) relating to this Agreement, without the prior review and written approval of MyBrandz. Notwithstanding the foregoing, You may accurately disclose and describe Your Participation and Your Content.
e) Reserved Rights. You will not attempt to modify, prepare derivative works from, translate, adapt, edit, decompile, disassemble or reverse engineer any specifications, technology, applications or software programs provided or made accessible to You or used by MyBrandz in connection with the MyBrandz Platform in any way, unless expressly authorized in writing by MyBrandz. MyBrandz may modify the format and look and feel of the MyBrandz Platform from time to time. You agree to assign and hereby do assign to MyBrandz all right, title and interest in and to any part of the MyBrandz Platform that You may have or acquire during Your Participation. You warrant that all so-called moral rights You may have in the MyBrandz Platform are hereby waived. You will not delete, remove, obscure or in any manner alter the copyright, trademark, license or other proprietary rights notices affixed to or contained in the MyBrandz Platform. Any rights not expressly granted herein are deemed withheld.
f) Fraud in Contest and other promotional activities. MyBrandz may run contests and other promotional activities from time to time which shall be subject to the terms of this Agreement. You will not, and will not authorize any party to, directly or indirectly, generate automated, fraudulent or otherwise invalid actions. If, in MyBrandz's reasonable business judgment, actions or activity related to Your Account is suspected or determined to be fraudulent including but not limited to what is so-called "click fraud", whether in any automated or human way, by the use of a person, an automated script or a computer program to click on Content, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by submitting Content or clicking on Content or awarding credits for the purpose of generating an improper click value (collectively, " Fraud"), MyBrandz may take any action it reasonably considers appropriate including disqualification from such contest or program and/or suspend or otherwise disable Your Account.
g) Adult Content. You will not use the MyBrandz Site or MyBrandz Platform for any purpose or in any manner to display, post or make available any sexual, pornographic or erotic material nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through the MyBrandz Site or MyBrandz Platform any Content, or Member Comments, that is of, or is suggestive of, a sexual, pornographic or erotic nature ("Adult Content"). Examples of content that MyBrandz, in its sole discretion, considers to be Adult Content include, but are not limited to material that is pornographic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts. If MyBrandz finds Content that it determines, in its sole discretion, contains Adult Content, MyBrandz may, without notice, remove or block access to such Content. MyBrandz reserves the right to suspend or cancel at any time and without notice Your Account. MyBrandz will take all appropriate steps with Content that MyBrandz believes violates applicable laws, including cooperation with any law enforcement investigation. If You see content that You believe is Adult Content or is in violation of law or this Section, You should contact MyBrandz immediately.
h) Intellectual Property Infringement. You will not use the MyBrandz Site or MyBrandz Platform for any purpose or in any manner that infringes the copyrights of any third party, nor will You upload, email, post, publish, distribute, transmit, submit or otherwise make available through the MyBrandz Site or MyBrandz Platform any content, that infringes the copyrighted works or violates the intellectual property rights of any third party. It is MyBrandz's policy to terminate the Accounts of users of repeat infringers or of users repeatedly charged with infringement, in appropriate circumstances. If You believe that a Content has been copied in a way that constitutes copyright infringement, You should send a notice of infringement to MyBrandz, and MyBrandz shall remove such infringing content.
IF YOU BELIEVE THAT CERTAIN CONTENT HAS BEEN COPIED OR IS OTHEREISE INFRINGING IN ANY WAY YOUR INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHTS OR TRADEMARK RELATED RIGHTS, YOU SHOULD SEND A NOTICE OF INFRINGEMENT TO MYBRANDZ AT INFO@MYBRANDZ.COM, AND MYBRANDZ SHALL REMOVE SUCH INFRINGING CONTENT.
Note that your notice must include at least the following: your name and identification information, identification of the infringing content and a short explanation as to why such content is infringing to your opinion.
9) Term and Termination.
a) Termination. MyBrandz may immediately terminate this Agreement, or cancel the MyBrandz Platform, for any reason at any time. You may terminate this Agreement at any time by disabling Your Account.
b) Effect of Termination. In the event of termination, Your Account will be disabled and You may not be granted access to Your Account or any files or other content contained in Your Account although residual copies of information may remain in the MyBrandz Platform system. Upon termination, MyBrandz may continue to use any user analytics collected hereunder. In the event that this Agreement or the MyBrandz Platform expires or is terminated, MyBrandz shall not be obligated to return any materials to You.
c) Notifications. MyBrandz may provide notices to You by email to the email address specified in Your Account, by posting a message to Your Account interface or by posting a message to the MyBrandz Site, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages to Your Account interface or on the MyBrandz Site). Any notices to MyBrandz must be sent either: (i) via first class or air mail or overnight courier to MyBrandz, Ltd., 27 Alexander Penn st. Tel Aviv, Israel, 69641; or (ii) via e-mail to:info@mybrandz.com
10) Representation & Warranties
a) Your Authority. You represent and warrant to MyBrandz that: (i) You have all requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct Yourself and Your business and to execute, deliver, and perform all of Your obligations under this Agreement; (ii) You have provided, and will continue to provide, information that is correct and current; (iii) You are the owner—or the authorized agent of the owner—of Your Content, Your Ads (if You are a Sponsor), and Your Member Comments have full technical and editorial control of the same; (iv) You have the right to grant the licenses granted under this Agreement; (v) Your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which You are currently bound or will become bound in the future; (vi)Your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign; (vii) You will Participate solely for the purposes intended and expressly permitted.
b) Your Materials. You represent and warrant that Your Content, Your Ads (if You are a Sponsor), Your Member Comments or any other information or material You submit or make available to others during Your Participation, and MyBrandz's use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not contain Adult Content; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party's use of the, or Participation in the MyBrandz Platform; (v) do not promote illegal or harmful activities or substances (including without limitation activities that promote or provide instructional information about activities such as making or buying illegal weapons or substances); (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Content and Your Ads are created, displayed or accessed; (vii) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to or Participation in the MyBrandz Platform or disable, damage or erase any portion of the Content or Ads processed or stored therein; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.
c) Your Actions. You represent and warrant that You will not authorize or encourage any third party to, directly or indirectly: (i) obtain any information or materials relating to the MyBrandz Platform through any means not intentionally made available by MyBrandz to You, or attempt to gain unauthorized access to MyBrandz's database, technology, computer systems or networks associated with the MyBrandz Platform; or (ii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the MyBrandz Platform.
d) Cooperation. You agree to cooperate fully with MyBrandz to investigate any suspected or actual activity that is in breach of this Agreement. You acknowledge that any violation of this Section 10 ("Representations and Warranties") is a material breach of this Agreement and that MyBrandz may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your Account or termination of this Agreement, and the pursuit of all available civil or criminal remedies. MyBrandz reserves the right to investigate, at its own discretion, any activity that MyBrandz suspects may violate this Agreement. MyBrandz may, as applicable, notify the authorities, suspend or cancel Your Account and/or take appropriate actions at any time without notice to You if MyBrandz, in its sole discretion, (i) suspects that You have breached or failed to comply (in full or in part) with any provision of this Agreement or any Policies or rules established by MyBrandz; or (ii) suspects that Your actions may be illegal or cause liability.
e) Links. The MyBrandz Site may provide, or third parties may provide, links to other websites or resources. Because MyBrandz has no control over such sites and resources, You acknowledge and agree that MyBrandz is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that MyBrandz shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.
11) No Guarantees; Warranty Disclaimer
a) No Guarantees. MyBrandz makes no guarantees: (i) regarding the availability, operation, maintenance, timing or delivery of the MyBrandz Platform (or any portion thereof); (ii) regarding Advertising Action rates, including the level or number of clicks or conversions.
b) Warranty Disclaimers. Your use of the MyBrandz Platform and Participation in the MyBrandz Platform are at Your sole discretion and risk. The MyBrandz Platform, and all materials, information, products and services included therein, are provide on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind.
THE MYBRANDZ ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE MYBRANDZ PRODUCTS AND THE MYBRANDZ PLATFORM, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.
The MyBrandz Entities disclaim any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the MyBrandz Platform; (ii) regarding the goods, services, advise, information or links provided by any Third Party Services Providers, Community Members; (iii) that the MyBrandz Platform will meet Your requirements; or (iv) that the MyBrandz Platform will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by You from MyBrandz or from Your Participation, shall create any warranty not expressly stated in this Agreement. MyBrandz assumes no responsibility for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the the MyBrandz Platform or combination thereof, including any injury or damage to You or to any person's computer related to or resulting from Participation. Under no circumstances shall MyBrandz be responsible for any loss or damage, including personal injury or death, resulting from Participation, from any Content, Ads or Member Comments posted on or through the MyBrandz Platform, or from the conduct of any users of the Participation in the MyBrandz Platform, whether online or offline. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to You.12) LIMITATION OF LIABILITY. THE MYBRANDZ ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR PARTICIPATION IN THE MYBRANDZ PLATFORM OR USE OF ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE MYBRANDZ PLATFORM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT MYBRANDZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MYBRANDZ'S LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MYBRANDZ FOR THE PARTICIPATION IN THE MYBRANDZ PLATFORM.
You acknowledge that MyBrandz permits Your Participation relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain and of the allocation of risks between the parties. MyBrandz shall no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to MyBrandz's infrastructure or connectivity to the Internet, or failure of any third party distribution partner, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, MyBrandz will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.
Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You.
13) General
a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel. Except as expressly set forth in subsection (b) below ("Injunctive Relief"), any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, shall be dealt in the courts of Israel
b) Injunctive Relief. Notwithstanding the "Governing Law" section above, You agree that certain breaches by You would cause irreparable injury to MyBrandz, for which there are no adequate remedies at law, and nothing in this Section shall be deemed to prevent or delay MyBrandz's attempt to seek a temporary restraining order, preliminary injunction, specific performance or other interim or conservatory relief from any court having jurisdiction, without any abridgment of the power of the arbitrator.
c) Assignment. You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of MyBrandz. Any attempted assignment in violation of this Section will be null and void and of no force or effect. MyBrandz may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
d) Waiver; Severability. The failure to require performance of any provision shall not affect MyBrandz's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
e) Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between You and MyBrandz regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between You and MyBrandz relating to this subject matter. You may be subject to additional terms and conditions that may apply when You use or access certain features of the MyBrandz Platform.
f) Reserved Rights. MyBrandz reserves the right to change, in whole or in part, the names, logos, presentation and display of the MyBrandz Terms of Use Agreement, the MyBrandz Platform at any time in its sole discretion.
