Terms and Conditions

LAST UPDATED: October 6, 2016

1. Accepting these Terms and Conditions. Please read these terms and conditions carefully before using our services, as they constitute a legally binding agreement between you, an advertiser and Doobe In-Site Ltd. (d/b/a Mabaya) and govern your use of our services (“Our”, “Us” or “We”).

ANY USE OF OUR SERVICES, APPLICATIONS OR INTERFACES, AVAILABLE FROM TIME TO TIME ON OR IN CONNECTION WITH OUR SERVICE (COLLECTIVELY AND TOGETHER WITH ANY ACCOMPANYING DOCUMENTATION, THE “SERVICE”), IS SUBJECT TO AND CONDITIONED UPON ASSENT TO AND COMPLIANCE WITH, ALL OF THE TERMS AND CONDITIONS BELOW (THE “AGREEMENT”). BY USING THE SERVICE YOU SIGNIFY YOUR CONSENT TO BE BOUND BY THE AGREEMENT AND THAT YOU HAVE THE CAPACITY TO FORM A BINDING CONTRACT WITH US. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY.

We may change the terms of this Agreement from time to time by posting a five (5) day advance notice on Our website at https://www.mabaya.com/terms . Your continued use of the Service shall constitute your consent to any changes made. If you do not agree to the new terms, you should not use the Service.

2. The Service.

• The Service is a platform intended to enable you to promote your products on Websites (as defined below).
• You are solely responsible for complying with the terms of service of the Website. We shall not be liable for any termination or suspension of your account in any Website resulting from your use of the Services.
• The Service is provided to you only if you hold a valid account to the Service for a specific website (“Website“) and have a positive balance in your account. Use of the Service is further conditioned that you pre pay from your account balance any fees as shall be displayed on the Service. You are responsible for any and all taxes and other charges incidental to using the Services (e.g. currency exchange settlements).
• Although we try to maintain the Service’s availability, We cannot guarantee that there will be no service disruptions, and We may from time to time perform maintenance upon the Service resulting in interrupted service, delays or errors. Further, We may at any time(s), change or discontinue providing all or any part of the Service, upon a 7 day advance notice to any email address that has been provided by you.

3. Registration; Communications.

• As part of the registration process you may be requested to provide Us with certain registration information as requested by Us (collectively, “Registration Data”). You agree to:
• Provide true, accurate, current and complete Registration Data.
• Maintain and promptly update the Registration Data to keep it accurate, current and complete.
• Maintain the security and confidentiality of any usernames, passwords and other information used by you to access the Service.
• Refrain from impersonating any person or entity or misrepresent your identity or affiliation with any person or entity.
• Immediately notify Us in writing if you become aware of any loss, theft or use by any other person or entity of any of your Registration Data or any other breach of security that you become aware of involving or relating to the Service.
• Upon your registration to the Service and transfer of funds to your account, you shall be granted access to the Service, and will be able to access the Service Dashboard and control and manage certain features of the Service.
• You authorize Us to charge you for the use of the Service using your Registration Data.

4. Refunds.

• You can request a refund after canceling your account with us while there is still unused credit in the account by sending a refund request to finance@mabaya.com. Such requests will be accepted or denied within 7 business days, and if approved, we will transfer the funds to your account within 30 days.
• Reasons that a refund might be denied may include that the money left over in your account has originated from a promotional code, your account is still active, you have an outstanding balance that you still need to pay.

5. Your undertakings.

• You shall be responsible for your use of the Service in accordance with this Agreement and with applicable local, state, federal, national and international laws, regulations and treaties.
• You shall not use the Services for any use or purpose that: (i) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism or any similar offence; (ii) is unlawful; (iii) infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, moral right, or right of publicity); (iv) is in violation or may encourage any manner of acting that would violate any applicable local, state, national and foreign laws, treatises and regulations; or (v) may drive or encourage any third party to do any of the above.
• You shall not: (i) use the Service in any other website or application other than in the Website; (ii) resell, transfer, sublicense, pledge, lease, rent, or share your rights under this Agreement (including without limitation to any of your affiliates); (iii) modify, remove or amend Our name or logo, update, reproduce, duplicate, copy all or any part of the Service; (iv) make any of the Service available to, or use any Service for the benefit of, anyone other than you; (v) use the Service in any way that restricts or inhibits the use of the Service; (vi) access or attempt to access any of our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Service or any of the Service’s security and traffic management devices; or (vii) attempt to decompile, disassemble, re-engineer or reverse engineer the Service or otherwise create or attempt to create or permit, allow, or assist others to extract source code of the Service, its structural framework or allow or facilitate a third party, to violate or infringe any rights of Ours or others or Our policies or the operational or security mechanisms of the Service.

6. Proprietary Rights; Feedback.

• All parts of the Service are protected by copyrights, trademarks, service marks, patents or other proprietary rights, as a collective work or compilation, pursuant to laws and international conventions. Any rights to the Service and its derivative works not expressly granted herein are reserved by Us. In addition, We retain all rights to aggregated anonymous data derived from your use of the Service.
• In the course of using the Service, you may provide Us with feedback and suggestions regarding the Service. You hereby assign to Us ownership in all such feedback and suggestions and all rights therein, without any royalty or accounting obligations to you.

7. Links to Other Websites and Applications. The Service contains links and references to websites and applications of others. We may, from time to time, at our sole discretion, add or remove links. These links are provided solely as a convenience to you, and access to any such websites or applications is at your own risk. We encourage you to be aware when you leave the Service, and to read the terms and conditions and privacy policy of each other website and applications that you visit. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such websites or applications. In no event will We be responsible for the information contained in, transmissions received from, or your use of or inability to use, such websites or applications, or their practices.

8. Warranties; Disclaimer.

• Each of Us and you represent, warrant and covenant to the other that: (a) it has the full corporate right, power and authority to enter into and perform pursuant to this Agreement, and such execution and performance does not and shall not violate any other agreement to which it is a party, and (b) this Agreement constitutes its legal, valid and binding obligation.
• THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLCIABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
• WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO (I) THIS SITE OR THE SERVICE MEETING YOUR REQUIREMENTS, OR BEING UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, OR ERROR OR VIRUS FREE; (II) WHETHER YOUR USE OF THIS SITE OR THE SERVICE WILL GENERATE ANY RESULTS OR CONSEQUENCES, NOR IN TERMS OF THE CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE OF SUCH RESULTS OF CONSEQUENCES; OR (III) YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION. Note that we specifically state that the placement of ads by the Service is performed by an algorithm and we cannot commit that any ads provided by you will be displayed on the Website.

9. Limitation of Liability. YOUR USE OF THE SERVICE AND ANY ACTION OR INACTION BY YOU, ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES.

TO THE FULLEST EXTENT PERMITTED BY LAW, (i) UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE; AND (ii) OUR AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE NET REVENUE ACTUALLY RECEIVED BY US FROM YOU UNDER THIS AGREEMENT DURING THE ONE (1) MONTH PRECEDING THE APPLICABLE CLAIM. ALL OF THE ABOVE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN US AND YOU.

10. Limitation of Claims. Any claim or cause of action arising out of or related to use of the Service or to the Agreement must be filed within two (2) year after such claim or cause of action arose, or be forever barred.
11. If you have a dispute with any third party regarding or relating to the Service, you release Us from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
12. Indemnification.
    • You shall indemnify, defend and hold harmless Us, our officers, directors, employees, agents and affiliates, from and against all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) your use of, access to or reliance on the Service including without limitation any claims against Us by your employees, users, consultants, customers, service providers or the like; (ii) any breach of this Agreement by you; and (iii) any defective, contaminated or malicious device or software, including without limitation viruses, intentionally or negligently disseminated by you or originating from your equipment or network.
    • As a condition to such indemnification each of us will provide the other with written notice of such claim. Neither We or you will enter into any settlement or compromise of any such claim without the other`s prior written consent. The indemnifying party may assume the exclusive defense and control of any matter subject to indemnification. In all events, each of Us and you shall cooperate with the other in the defense of any claim.
13. We or You may terminate this Agreement if the other party materially breached this Agreement and has not cured such breach within seven (7) days after receiving notice to that effect from the other party (if curable), without derogating from any other right or remedy by law, equity or otherwise. Upon termination or expiration of this Agreement; (a) you shall cease use of the Service and all rights granted to you under this Agreement shall terminate; (b) We may permanently ‎delete any of your Registration Data, (c) Sections 5 through 18 shall survive termination of the Agreement, and (d) each party shall promptly return the other party’s Confidential Information to the other party. Termination of this Agreement does not entitle you to any refund of fees paid by you hereunder.
14. Copyright Protection – Digital Millennium Copyright Act. We respect the rights of copyright owners and expect Our users to the same. If you are a copyright work owner or an agent thereof, and you believe any content submitted to and hosted on the Service infringes your copyrights, you may submit a notification pursuant to the U.S. Digital Millennium Copyright Act (“DMCA”) by providing Our Designated Copyright Agent with the following information in writing (“Notice”):

• sufficient details to enable identification of the copyrighted work that has been allegedly infringed, if multiple copyrighted works are claimed to be infringed, a representative list of such works;
• a description of where the content that you claim is infringing is located on our Services;
• your contact information at which you may be contacted (for example, your address, telephone number, and email address);
• a statement that you have a good faith belief that the use of the content identified in the Notice is not authorized by the copyright owner, its agent, or the law;
• a statement, under penalty of perjury, that the information in the Notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and
• the physical or electronic signature of the owner of the allegedly infringed copyrighted work or any person authorized to act on behalf of such owner.

Following receipt of your Notice, We will take whatever action as We deem appropriate, including removal of the challenged content from the Service. We may ask you to provide further or supplemental information, prior to removing any content, as We deem necessary to comply with the provisions of the DMCA. It is Our policy to respond only to Notices of alleged infringement that comply with the provisions of this section.

Our Designated Copyright Agent for notices of claims of copyright infringement may be reached as follows:

by electronic mail at: copyright@mabaya.com

4. 4. 15. Governing Law and Exclusive Courts. This Agreement will be governed by laws of the State of Israel, without regard to its choice of law or conflicts of law principles. You and Us consent to the exclusive jurisdiction and venue in the courts in Tel-Aviv, Israel, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court. EACH PARTY WAIVES ANY OBJECTION (ON THE GROUNDS OF LACK OF JURISDICTION, FORUM NON CONVENIENS OR OTHERWISE) TO THE EXERCISE OF SUCH JURISDICTION OVER IT BY ANY SUCH COURTS.
      16. Force Majeure Neither party will be deemed to be in breach of this Agreement for any failure caused by reasons beyond its reasonable control (including without limitation acts of God, war or civil disturbance), and it shall notify the other party as soon as practicable in writing of such failure.
      17. This Agreement and Our Privacy Policy comprise the entire agreement between you and Us, state Our and Our suppliers’ entire liability and your exclusive remedy with respect to the Service, and supersede all prior agreements pertaining to this Agreement’s and Our Privacy Policy’s subject matters. The terms of any purchase order or similar document will have no effect and are hereby rejected. You and Us are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating a partnership, agency relationship or a joint venture between us. If any provision of this Agreement is held to be contrary to law, such provision shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. The section titles in this Agreement are solely for convenience and have no legal or contractual significance. No provision of the Agreement shall be construed against Us but rather shall be construed in a neutral manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement. You shall pay all costs and expenses (including reasonable attorneys’ fees) that We may incur in order to collect any amounts that you owe under this Agreement. All modifications to or waivers of any term of this Agreement must be in a writing signed by you and Us and expressly reference this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right under the Agreement shall not constitute a waiver. Our suppliers are the sole third-party beneficiaries of this Agreement. This Agreement, and any rights granted hereunder, may not be transferred or assigned by a party, except to a successor of all or substantially all of its business or assets (by merger or otherwise).
      18. Contacting us

If you have any questions regarding these Terms of Service or the Services, please contact us by e-mailing us at info@mabaya.com .

Copyright © 2016, Doobe In-Site Ltd. (d/b/a “Mabaya”) All rights reserved.