Terms of Service
.Last Updated: 01.07.2007
THE TERMS OF SERVICE (“TERMS”) SET FORTH BELOW DESCRIBE THE TERMS AND CONDITIONS THAT SHALL GOVERN YOUR USE OF THE WEBSITE WWW.MLAYERS.COM AND ALL OF ITS SUBDOMAINS (THE “WEBSITE”), THE SERVICES PROVIDED BY THE WEBSITE (THE “SERVICES”) AND ALL SOFTWARE DOWNLOADED BY YOU FROM THE WEBSITE. BY USING THE WEBSITE AND/OR THE SERVICES, YOU ARE AGREEING TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO THE TERMS THEN YOU MAY NOT ACCESS THE WEBSITE NOR USE THE SERVICES.
The Website is owned and operated by Media Layers, Inc. and its affiliates (“Media Layers”). Media Layers may amend these Terms at any time by posting the amended Terms on the Website. Except as stated below, all amended Terms shall automatically be effective upon the posting thereof to the Website.
Services
1. Services Offered. The Website offers a wide range of Services, including market information, whitepapers, product documents, media samples and software downloads (“Software Programs”).
2. Registration. In order to utilize Services, you may be required to create a user account and to register your user information with Media Layers. As part of the registration process you will be asked to select a user name and password and to provide Media Layers with certain information. Selection and use of your user name and password is subject to the Terms hereof.
3. Software Programs. In order to access and use certain Services offered by the Website, you may need to download one or more of the Software. Media Layers may charge a fee for downloads of certain Software Programs (“Paid Software Programs”). The downloading and use of the Software Programs are subject to these Terms and to the terms and conditions of the Software License Agreement, which can be read www.mlayers.com/sw_lic_agreement.asp (“Software License Agreement”).
4. Fees and Charges. Media Layers may charge a fee for use of and access to some or all of the Services (“Paid Services”). Your continued ability to access and use Paid Services will be subject to your payment of the applicable fees charged by Media Layers from time to time. Certain Services may be available only to those users who paid for and downloaded the applicable Paid Computer Program required in order to use such Services. Even if you have paid to download one or more Paid Software Programs, a fee may be charged for access by the Paid Software Programs to certain Paid Services. For further information regarding Service fees charged by Media Layers from time to time, please reference Media Layers’s price list at www.mlayers.com/sw_price_list.asp
5. Reservation of Rights. Media Layers reserves the right to, at any time, at its sole discretion and without prior notice: (i) make certain Services previously offered free of charge subject to payment of a fee, and vice versa; (ii) increase or decrease the fee charged for certain Services; (iii) discontinue all or any of the Services (subject to repayment of fees paid in advance as set forth in Section 6 below); (iv) add additional Services and/or (v) change, alter or otherwise modify the Services offered.
6. Discontinuation of Paid Services. Within 60 days of the discontinuation of any Paid Services by Media Layers, Media Layers will refund to you any fees previously received from you in respect of the period following such discontinuation. Without derogating from the provisions of Section 19 below, refund of prepaid fees as aforesaid shall be the sole liability of Media Layers to you in the event of discontinuation of Services.
7. Internet; Disclaimer. Access to and utilization of the Services offered through the Software Programs requires that the computer system on which the Software Program is running be connected to the internet in order to allow the Software Program to connect and to transmit electronic data to the Website. MEDIA LAYERS HAS NO CONTROL OVER THE CONTINUAL OR PROPER FUNCTIONING OF THE INTERNET OR OF YOUR INTERNET CONNECTION AND THEREFORE, WITHOUT DEROGATING FROM THE PROVISIONS OF SECTIONS 18 AND 19 BELOW, LICENSOR SHALL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CIRCUMSTANCES FOR ANY FAILURE TO ACCESS THE SERVICES ARISING FROM OR RELATED TO THE FUNCTIONING OF THE INTERNET AND/OR OF YOUR INTERNET CONNECTION.
Availability
8. The Services are available only to individuals and/or entities who can form legally binding contracts under applicable law (for example, adults over the age of 18). By registering for the Services and creating a user account you represent to Media Layers that you are of legal age and capacity to form a binding contract under applicable law
User Conduct
9. General. You agree to use the Services in a manner that demonstrates good taste and respect for the rights of Media Layers and of third parties.
10. Prohibited Use. You agree that you will not use the Services for any purpose that is illegal, prohibited by these Terms or that is otherwise deemed offensive by Media Layers. To that end, you agree, by way of example and not by way of limitation, that you will not:
(i) use the Website and/or the Services in a manner that infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets and other intellectual property rights, rights of privacy and publicity;
(ii) use the Website and/or the Services in a manner that is libelous, defamatory, slanderous, contains pornographic or other explicitly sexual content, denigrates or offends any ethnic, racial, gender, religious or other protected group, through use of language, images, stereotypical depiction or otherwise, designed to or does harass, threaten, defame or abuse others, encourages or depicts the conduct of other illegal activity, that contains or links to any viruses or any other programs or technology designed to disrupt or damage any software or hardware or is generally offensive or in bad taste;
(iii) use the Site and/or the Services to create or distribute “spam” e-mail messages;
(iv) interfere with the Services by using viruses or any other programs or technology designed to disrupt or damage any software or hardware or to by pass any measures employed by Media Layers to restrict access to any part of the Website;
(v) impersonate another person or entity;
(vi) engage in any activity that interferes with any third party’s ability to use or enjoy the Services or with Media Layers’s ability to provide the Services; or
(vii) assist any third party in engaging in any activity prohibited by these Terms.
11. Removal of Prohibited Content. Media Layers may at any time without prior notice remove any or all content posted to the Website in contravention of these Terms or otherwise deemed inappropriate by Media Layers in its sole discretion.
User Responsibility
12. User Content. You understand that all information, whether publicly posted or privately transmitted by users of the Services, is the sole responsibility of the person from whom such content originated. This also means that you, and not Media Layers, are entirely responsible for all content that you upload or otherwise make available via the Services. Media Layers does not control the content posted to the Website by users via the Services and, as such, does not guarantee the legality, non-infringement, accuracy, integrity or quality of such content. Therefore, and without derogating from Sections 18 and 19 below, under no circumstances will Media Layers be liable in any way for any content displayed on or otherwise included in the Website or transmitted via use of the Services by users, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available via the Services.
Site Content
13. Third Party Content. The Website includes forums to which users can post content (“Third Party Content”). Media Layers does not necessarily review all Third Party Content prior to its posting to the Website and makes no warranties or representations with respect to Third Party Content, including with respect to its legality, non-infringement, offensiveness, ownership and content. Media Layers may remove any content displayed on and/or posted to the Website at its sole discretion and without prior notice. MEDIA LAYERS SHALL IN NO WAY OR MANNER BE RESPONSIBLE FOR THE ACCURACY OF THIRD PARTY CONTENT INCLUDING FEEDBACK RECEIVED FROM OTHER USERS OF THE SITE AND YOU RELY ON THE ACCURACY OF SUCH CONTENT AT YOUR OWN RISK. If you feel that any Third Party Content infringes any of your rights, please contact info@mlayers.com . In order to allow Media Layers to process your complaint, please include the exact URL of the allegedly infringing content in your e-mail message.
14. Links. The Website may contain links to third party websites, whether posted by Media Layers or by users of the Services. Media Layers has no control over and makes no representations with respect to the content or any other aspect of such third party websites and will have no responsibility or liability with respect therewith.
Intellectual Property Rights
15. Ownership of Rights. The Services and any software used in connection with the Services including the Software Programs (collectively, “Site Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. Content contained in third-party advertisements or information presented to you through the Services or advertisers is protected by copyrights, trademarks, service marks, patents, publicity rights, or other proprietary rights and laws. Media Layers will solely and exclusively own all intellectual property and other rights, title and interest in and to the Services and the Site Software, and Media Layers will have the sole and exclusive right to obtain trademark and copyright registrations, patents and other protection therefore and for any continuations and derivative works thereof. You will not by use of the Services or accessing the Website acquire any right, title or interest in any rights of Media Layers under these Terms or otherwise.
16. Media Layers Content. The content displayed on the Website is copyright of Media Layers. Other than as specifically provided by the Services, none of the content on our site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Media Layers or in accordance with the Services.
Privacy
17. Our current Privacy Policy is available at http://www.mlayers.com/policy.asp and is incorporated herein by reference. We may change our Privacy Policy from time to time and our changes are effective as set forth in the Privacy Policy.
No Warranty
18. MEDIA LAYERS PROVIDES THE WEBSITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. Media Layers DOES NOT WARRANT THAT THE WEBSITE AND SERVICES SHALL BE ERROR-FREE, THAT THEY SHALL OPERATE UNINTERRUPTED OR THAT THEY SHALL MEET YOU REQUIREMENTS. MEDIA LAYERS DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
Limitation of Liability
19. Notwithstanding anything herein to the contrary, Media Layers’ sole and cumulative liability to you or any third party for any loss, cost or damage resulting from any claims, demands or actions arising out of or relating to these Terms and/or the Software License Agreement and/or your use of the Website and/or the Services and/or the Software Programs shall not exceed the greater of (i) one US dollar (US$ 1) and (ii) the fees actually paid by you to Media Layers for Services and/or Software Programs during the twelve (12) month period immediately preceding the occurrence of the event giving rise to the applicable loss, cost or damage. IN NO EVENT SHALL MEDIA LAYERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED REQUESTS OR OTHER ECONOMIC ADVANTAGE (EVEN IF Media Layers HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THE USE OF OR THE INABILITY TO USE THE WEBSITE AND/OR THE SERVICES INCLUDING THE SOFTWARE PROGRAMS FOR ANY REASON.
SOME STATES MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Qualifications and Limitations Basis of Bargain
20. The limited warranty, exclusive remedies and limited liability provisions set forth herein are fundamental elements of these Terms, and you accept and confirm that Media Layers would not be able to provide the Services on an economic basis without such limitations.
Legal Compliance
21. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services.
Survival
22. All provisions of these Terms which by their subject matter should survive termination shall survive termination including suspension of your account and/or rights to use the Services or any part thereof, including without limitation provisions pertaining to ownership, intellectual property, warranty and liability.
Notices
23. Except as explicitly stated otherwise, any notices shall be given by postal mail to Media Layers, Maskit 27, Hetzelia Pituah, P.O.B 12840, Israel or to the following email address info@mlayers.com (in the case of Media Layers) or to the email address you provide to Media Layers during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.
Governing Law and Forum
24. This Agreement shall be governed in all respects and construed in accordance with the internal substantive laws of the State of Israel, and you hereby consent and submit to the exclusive jurisdiction of the competent courts of Tel Aviv, Israel over all matters relating to this Agreement.
