TERMS OF USE

  1. Introduction
     

    1. The Smartclip application (herein: App) is operated by Smartclip, reg. no. 040442279 (herein: Company and/or App Operator).

    2. The App allows its Users to produce a clip based on a song in Hebrew or English, with customized words, for joyous occasions or any event.

    3. Please read these terms of use carefully and thoroughly. By using the App, you hereby declare that you have read, understood and approved the Terms of Use, and you and/or any on your behalf shall have no argument and/or demand and/or claim against the Company and/or any on its behalf with relation to these Terms of Use. If you refuse to accept these Terms of Use, all or part thereof, you may not use the App for any purpose.

    4. App Operator reserves the right to change the App’s Terms of Use without giving any prior notice to the App’s visitors, and such change shall not derogate from the effect and application of these Terms of Use.
       

  2. Definitions
     

    1. Clip – a videoclip in the length of an average song, to include video segments shot by the Participants, images, and text.

    2. Client – a Client who ordered the App services and engaged with App Operator for such purpose.

    3. Participants – all the participants invited by Client to download the App and participate in the Clip.

    4. User – Client and/or Participants.
       

  3. User Declaration and Right to Use App
     

    1. The User undertakes to use the App subject to these Terms of Use and acknowledges that the App and anything included therein is not a substitute for legal and/or management and/or any advice.

    2. The Terms of Use constitute a binding contract between you and App Operator, forming the basis of any legal proceeding whatsoever with relation to using the App.

    3. These Terms of Use shall be binding and shall serve the interests of the Parties, their representatives, heirs, and any other authorized representative.

    4. The App is a designated app for clients of Site Operator only; any User may download the App, however, only the Client and Client’s participants may use it.

    5. The App’s Users may use the Clip subject to the Terms of Use only, as specified herein.
       

  4. App Registration
     

    1. Client may use the App upon receiving an SMS or WhatsApp message containing a link to download the App. The following details will then be requested: last name, first name, email address, and phone number for verification code or other verification, as deemed fit by the Operator.

    2. Participants may use the App upon receiving an SMS or WhatsApp message containing a link to download the App. The following details will then be requested: phone number for verification code.

    3. Following registration, the system will require verification of registration via code sent by SMS message or via other methods, which App Operator may change from time to time.

    4. Use of the App and its contents, including reading the information or messages published therein, shall constitute the User’s consent to and approval of the aforesaid in these Terms of Use and any conditions and stipulations included herein.
       

  5. Clip Creation Process
     

    1. A clip can be created based on a song with words written especially for Client, all according to the order placed by Client from Site Operator.

    2. Client will in fact manage the project, inter alia, by inviting participants; placing participants; uploading video segments, stills, texts; and approving the clip.

    3. Client and Participants must comply with the App’s instructions, including meet the timetable set by the App.

    4. Upon compliance by Client and Participants, including shooting footage of themselves and other materials for the purpose of editing the Clip, the App Operator shall edit the Clip based on the data and materials uploaded by Client and Participants.

    5. Upon editing, the Clip will be sent to Client, to view and approve, whereby Client will only be granted one round of corrections, in which they must send all the required corrections according to the format provided by Smartclip upon receiving the finished Clip.

    6. The round of corrections shall be done according to the materials sent by Client, within reason, as a round of corrections does not mean editing a new clip from the beginning.

    7. Upon Site Operator’s corrections, the final version of the Clip will be sent to Client by email in high quality. Moreover, the final version will be uploaded to a designated area (“Clips”) on the App. After the event, the Clip will be made accessible to all Participants. Prior to the event, it shall be accessible by Client only. The Clip can be viewed for an unlimited duration by App participants, upon Client’s approval, following the event.

    8. The song creation process includes a number of stages:
      * Research on the guest of honor
      * Songwriting
      * Songwriting corrections
      * Song recording by a singer
       

  6. Supply
     

    1. The Clip will be ready within three days prior to the event date, unless agreed otherwise with Client, to allow Client to view the Clip and send corrections prior to the event, unless unusual circumstances have been coordinated by Client and Site Operator.

    2. Site Operator recommends beginning the process about one-and-a-half months prior to the event date. Smartclip may provide service to Client according to a shorter timeframe, at its discretion.

    3. Supply time is contingent on compliance with the App’s instructions, as issued to Client and Participants, including meeting the deadlines included in the App and in SMS messages received throughout the process. Failure to deliver in a timely fashion in each stage of the project, due to Client and/or Participants, shall not be seen as a breach by Site Operator and the latter shall bear no responsibility in such relation.
       

  7. Cancellation
     

    1. Return of products and cancellation of purchase shall take place according and subject to the provisions of law, including provisions of the 1981 Consumer Protection Law, 1968 Sales Law, and 1986 Billing Cards Law, and/or subject to App Operator’s policies, as set from time to time.

    2. Upon placing an order and paying the advance, cancellation of a transaction and/or changes to the order and/or refund will not be made possible after the songwriting stage.
      As the order is considered a special order customized for Client personally, Site Operator creates the Clips according to Client’s order requirements, and therefore an order cannot be cancelled and/or refund cannot be given upon completion of the first stage in the products mentioned.
       

  8. Liability
     

    1. Site Operator is not liable for any damage and/or loss caused to Client and/or other third party as a result of using the App.

    2. App Operator shall not bear any liability for damage caused to Client, directly or indirectly, due to a delay in the supply date. To remove any doubt, it is clarified that App Operator’s responsibility shall be limited, in any case, to the service fee only.

    3. Client shall bear full responsibility for damage of any kind and sort, caused to Client and/or App and/or other third party whatsoever, due to an error made by Client upon inputting the data.

    4. App Operator makes every effort to ensuring App’s operation; however, Client exempts App Operator from any liability to any damage of any kind and sort whatsoever, which may be caused to Client and/or any third party as a result of the App’s operation and/or hardware and/or software technical fault related to the App.

    5. App Operator supports phone models in such way that is sometimes dependent on Google’s and Apple’s support of such devices, and therefore App Operate might not be able to continue providing support to a device which is no longer supported by Google or Apple.

    6. App Operator shall not be liable, with any relation to the App, for any damage whatsoever, caused to Client and//or any third party, as a result of a communication failure (internet or telephone) due to an action and/or omission and/or negligence of internet providers and/or telephone communication providers, whoever they may be.

    7. The App is offered to the public AS IS.
       

  9. Contents Provided by Users
     

    1. Upon and for the purpose of providing service by App Operator, Users shall upload and/or send materials, e.g.: videoclips; stills; permissions for the phone camera, gallery, sound recording, contacts, including audio files and push notifications (herein: Contents).

    2. Upon uploading Contents to the website, User bears full and exclusive responsibility for any result of the publication.

    3. The User declares that they own and/or have been given permission to use the intellectual property rights in the Contents uploaded to the site by them, and they bear sole responsibility for any damage or demand caused to App Operator due to publishing such Contents. App Operator shall bear no liability in such relation.

    4. User must upload and publish legal Contents. Among others and as an example only, Users are prohibited from publishing these Contents:

      * Any content infringing on or breaching the proprietary rights of others – including copyrights, trademarks and trade secrets;
      * Any pornographic or sexually explicit content;
      * Any content that constitutes defamation of a person, or infringes on their privacy or good name;
      * Any disturbing, abusive, hostile, threatening or rude content;
      * Any racist content or content that encourages racism; discrimination based on race, ethnic origins, skin color, religious community, nationality, religion, sex, occupation, sexual preference, disease, physical or mental disability, belief, political reflection, or social-economic status;
      * Any content that encourages to commit a criminal offense or which may form cause for a suit or civil liability;
       

  10. Permitted and Prohibited Uses of Clip
     

    1. Streaming – a digital format that enables to hear an audio file and/or view an audio-visual file simultaneously upon its transfer from the server-computer to the User, without creating a permanent copy of the piece in the User’s computer or device.

    2. Streaming on Demand – broadcasting the Clip via streaming, in such manner that allows the User to select a Clip and listen to it and/or watch it.

    3. The Clip can be used for private, non-commercial purposes, and for the original purpose of its purchase: to be screened at the event.

    4. The Clip can be uploaded to social media, e.g., YouTube, Facebook, Instagram, etc.

    5. The Clip can be broadcasted via Streaming or Streaming on Demand formats, for private and domestic viewing.

    6. The User may not use the Clip for purposes of elections, facilitating political goals, sales, marketing, sponsorships, advertising and/or as an ad for any product, service, brand and/or any other commercial use; the User shall not display the Clip in relation with a product, brand, or any service.

    7. The User shall not use or allow the use of pieces included in the Clip in any manner not permitted hereunder specifically.

    8. The User may not encumber, trade, pledge, sell, rent out, lend, convert, and assign their rights hereunder, in full or partially, or grant sub-licenses to any third party.

    9. The User may not download the Clip.
       

  11. Termination of Use and Indemnification
     

    1. App Operator may, at its discretion, terminate any User’s use of the App services, including by blocking their IP number, should they fail to comply with any term herein.

    2. Insofar as the User breached the Terms of Use herein, App Operator will be entitled, at its discretion, to reveal their name and the details it knows about them in any legal proceeding, even insofar as no judicial order is issued toward that end.

    3. The User shall indemnify the App Operator in view of any argument, claim and/or demand and/or damage and/or loss, loss of profit, payment or expense, including interest payments and payment of reasonable attorney fees and legal expenses, as caused to App Operator and/or any on its behalf by the User, as a result of User’s failure to comply with the terms herein and/or breaches any provisions of law and/or rights of any third party, and/or as a result of details, information or files provided for publication by the User, and/or as a result of the User’s omissions, as directly and/or indirectly expressed by the User.

    4. App Operator does not commit that App will remain open and/or App’s operations will not be ceased temporarily or permanently, and reserves the right to shutdown the App and/or App operations at any time, at its sole discretion.

    5. Without derogating from the aforesaid hereinabove, in case of elements and/or events not under App Operator’s control, including communication and computer failures and force majeure events which delay and/or prevent the transaction’s execution in full or partially, in any way, and/or the supply of the transactional product on the set dates, it shall not constitute any cause for an argument and/or demand and/or claim against Site Operator.
       

  12. Assignment of Rights and Obligations
     

    1. Without derogating from the aforesaid, it is hereby agreed that App Operator may assign its obligations and rights, at any time, pursuant to the terms herein, to any third party at its sole discretion, including transfer all/most of its assets by way of a sale, merger and/or otherwise; moreover, the App’s management may, upon transfer of rights, collect debts from the User, provided that the User’s rights hereunder are not being infringed by the transfer of ownership.

    2. In such case, the User’s details, as held by the App’s management, will transfer to the third party receiving the rights in the App, and the User hereby gives their prior consent to such transfer.
       

  13. Prohibited Uses
     

    1. The User agrees not to make any illegal use of the App or use it in in contravention of these terms herein, including any use that may damage or shutdown the App or impact the user experience of other App Users.

    2. The User agrees not to obtain or attempt to obtain information or materials included in the App via any means other than those provided by the App to its Users, and not to collect any data on other Users without their consent.

    3. The User may not assign, sub-license or otherwise transfer any of their rights or obligations hereunder on their own volition without receiving the prior and written approval of the App’s management. The App’s management hereby notifies that its policy is to object to any assignment of User rights and obligations, on the volition of Users, and will most likely reject any request by Clients to do so.
       

  14. Intellectual Property and Copyrights
     

    1. All intellectual property rights to contents included in the App, including the App’s design, videos, clips, photos, graphic files, applications, computer code, text and/or any other material, belong to the App or to a third party which gave the App permission to use them.

    2. It is prohibited to copy, fully or partially; display in public; distribute; perform; transfer to the public domain; change; process or create derivative works; sell or rent out any part of such contents, via any means or media, without the prior and written consent of the rightsowners. It is prohibited to use the aforementioned contents and the trademarks included in the App and/or App’s logo without the App Operator’s permission.

    3. The App is meant for personal use; any commercial use is prohibited.

    4. The User undertakes not to infringe on the copyrights of the App’s management, whether directly or indirectly, whether with or without consideration.

    5. The User undertakes not to take any action, directly or indirectly, that may infringe on proprietary rights.

    6. Any use that infringes on copyrights and/or intellectual property rights, as specified hereinabove, shall serve as cause to close the User’s account without any prior notice, and the User shall bear all expenses caused to App Operator and/or App Clients and/or the User personally as a result of such use and/or the User account’s closure, without derogating from any other relief deserved by App Operator hereunder and/or by law. Penetrating the App’s systems constitutes a criminal offense under Israeli law.
       

  15. Contact
     

    1. We welcome users to contact us with any inquiry about the App its terms of use, with all details mentioned, and we guarantee to handle your inquiries swiftly and efficiently. Contact us by email: contact@smartclip.co.il.

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