Minute Media Terms and Conditions

Last Updated: April 27, 2020

Sportority Inc. (“Minute Media”, “our” or “we”) agrees to provide you, subject to the applicable Publisher’s authorization (the “Authorized User”, “you”, or “your”), access to certain Services (as defined below), subject to your acceptance of and compliance with these Terms and Conditions (the “Terms”), and the terms and conditions of any applicable insertion order(s) or agreement executed by and between the publisher or it’s affiliate(s)(the “Publisher”) and Minute Media in connection with the provision of the Service (collectively, the "Agreement").

Please read the Terms carefully before you start to use the Service. By using the Service, you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference. If you do not agree to these Terms or our Privacy Policy, you must not access or use the Services.

This Service is offered and available to Authorized Users who are 18 years of age or older. By using the Service, you represent and warrant that you are of legal age to form a binding contract with Minute Media and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service.

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service thereafter.

Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Your Account:

You are able to access the Service through the account provided to you in accordance with the relevant permissions set by the Publisher. We reserve the right to amend the Service, and any service or material we provide, in our sole discretion without notice. From time to time, we may restrict access to some parts or all of the Services to users, including to Authorized Users. “Service” means the products or services provided by Minute Media under the relevant Agreement, which may include Minute Media’s publisher platform, which includes the Content Management System, the Video Management System, Consent Management Platform and including but not limited to any content, templates, widgets, libraries and any video integrations, plug-ins, distribution system, ad technology platform and monetization assets, and any video or written content as shall be available from time to time by Minute Media through the platform.

To access the Services and the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide is correct, current and complete. You agree that all information you provide when you register for access to the Services or otherwise, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms or if requested by the Publisher. You must notify Us immediately of any change in your eligibility to use the Services(including any changes to or termination of your engagement with the Publisher), breach of security or unauthorized use of your account.

Content:

All Content added, created, uploaded, submitted, distributed, or posted to the Services by you, any Authorized User or Publisher (collectively “Publisher Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated suchPublisher Content. You represent that all Publisher Content provided by you is in compliance with all applicable laws, rules and regulations and does not infringe the rights of any third parties.

By submitting Publisher Content through the Services, you hereby do and shall grant us a world wide, non-exclusive, perpetual, royalty-free, fully paid, sub-licensable and transferable license to use, display, perform, and otherwise fully exploit the Publisher Content in connection with the Services. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. “Content” means information, data, text, photographs, videos, audio clips, written posts and comments, and interactive features generated, provided, or otherwise made accessible on or through the Services.

The Services may contain Content specifically provided by us or our partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, attributions, information, and restrictions contained in any Content accessed through the Services.

We do not guarantee that any Content will be made available through the Services. We reserve the right to, but do not have any obligation to (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms); and (ii) remove or block any Content from the Services. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce these Terms, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e)protect the rights, property or safety of us, our users and the public.

Third Party Source:

The Services may permit you to link to other websites, services or resources on the Internet, including but not limited to social plug-ins. When you access third party resources throughthe Services, you do so at your own risk.

The Services rely on third party cloud storage services. Nevertheless, We are not a backup service and you agree that you will not rely on the Services for the purposes of Publisher Content backup or storage. We will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content.

These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources, including but not limited to compliance with applicable privacy law. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we 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 the use of or reliance on any such content, goods or services available on or through any such website or resource.

Please note that by using these third party services, you are engaging directly with a third-party service provider. We recommend reviewing the service provider's Privacy Policy and Terms of Use prior to your use of such third-party service. You acknowledge that we are not liable for any loss or damage resulting from your use of such third-party service, including any liability arising from any personal data exchanged between you and such third-party

Termination:

This Agreement shall automatically terminate upon the termination or expiry of the applicable Agreement with the Publisher. We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, licenses of Publisher Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Representations and Warranties:

As a condition of use, you undertake not to use the Services for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with theServices or your account.

You shall not (and shall not permit any third party), directly or indirectly, through your use of the Services: (i) infringe any patent, trademark, trade secret, copyright, right of publicity or other intellectual property or privacy right of any other person or entity; (ii) violate applicable law, contractual duty, common industry standard or our guidelines and policies; (iii) post Content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion; (iv) perform a action that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services, including taking any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure (vi) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (vii) use manual or automated software, devices, or other processes to “crawl” or “spider” any part of the Services; (viii) harvest or scrape any Content from the Services; (ix) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application); or (x) modify, translate, or otherwise create derivative works of any part of the Services.

THE SERVICES, INCLUDING ANY CONTENT OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY MINUTE MEDIA (COLLECTIVELY, “MINUTE MEDIA’S TECHNOLOGY”) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MINUTEMEDIA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO MINUTEMEDIA’S TECHNOLOGY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ANDNON-INFRINGEMENT. MINUTE MEDIA MAKES NO WARRANTY THAT MINUTE MEDIA’S TECHNOLOGY WILL BE AVAILABLE ON AN ACCURATE, UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

Limitaton on Liability:

IN NO EVENT SHALL MINUTE MEDIA OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES (COLLECTIVELY, THE “REPRESENTATIVES”) BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER OCCASIONED WITH OR SUFFERED BY YOU, ARISING OUT OF OR RELATED TO THE USE, INABILITY TO USE, MISUSE OR UNAUTHORIZED USE OFTHE MINUTE MEDIA TECHNOLOGY, INCLUDING BUT NOT LIMITED TO SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF MINUTE MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification:

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Publisher Content, violation of these Terms, or infringement by you, or any third party using your account. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You shall provide us immediate notice upon becoming aware of any such action.

General

This Agreement shall be governed by and construed in accordance with the laws of the State of Israel. Any dispute arising out of or related to your use of the Services or this Agreement shall be subject to the exclusive jurisdiction of the courts in Tel Aviv, Israel.

We reserve the right, in our sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time. These Terms shall supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of the Agreement.

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

These Terms are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.

Unless otherwise specified in these Term, all notices under these Terms will be in writingand will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e- mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent tohelpdesk@minutemedia.com. If you have any questions or concerns about these Terms as specified herein above you may contact us at helpdesk@minutemedia.com.

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