TERMS AND CONDITIONS

Terms of Use – Users (for Designers Terms of Use, please scroll down to the middle)

Welcome to MODAGRID,

Here we gather and collect visual information about the fashion collections of the best and most talented designers around the world for your enjoyment and present you with the opportunity of a convenient purchase of the handpicked collection items through direct communication with the designer store. By registration to MODAGRID you may also create libraries of information gathered from the Covered sited and categorize them for your convenience. MODAGRID (an Israeli company in establishment).

This Terms of Use covers MODAGRID web sites, mobile-optimized versions of the web sites, and digital applications to which this Terms of Use is linked (collectively, “Covered Sites”). Certain features of the Covered Sites may be subject to additional guidelines, terms, or rules, which will be posted on the Covered Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement. Capitalized terms not otherwise defined in this Agreement have the meaning given to such term in the MODAGRID privacy policy. The privacy policy is hereby incorporated by this reference into this Agreement.

THESE TERMS OF USE (“AGREEMENT”) SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE COVERED SITES. BY ACCESSING OR USING THE COVERED SITES, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE COVERED SITES.

Username and Passwords. You are not obligated but you can register as a user. When you create a User Registration (as described in the Privacy Policy), you represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You will be responsible for maintaining the confidentiality of your User Registration, and we will not be responsible for misuse of your User Registration by any third party, whether authorized by you or not. You are responsible for all activities that occur under your User Registration. You agree to immediately notify MODAGRID of any unauthorized use, or suspected unauthorized use of your User Registration or any other breach of security. MODAGRID cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Licenses

2.1 License. Subject to the terms of this Agreement, MODAGRID grants you a non-transferable, non-exclusive, license to use the Covered Sites for your personal, noncommercial use.

2.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Covered Sites; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Covered Sites; (c) you shall not access the Covered Sites in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Covered Sites may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Covered Sites shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Covered Sites content must be retained on all copies thereof.

2.4 Designer Store. You acknowledge and agree that the availability of the link to the store is dependent on the third party who owns the store. You acknowledge that this Agreement is between you and MODAGRID and not with the Designer Store. Each Designer Store may have its own terms and conditions to which you must agree before continuing with the purchase. You agree to comply with, and your license to use the link is conditioned upon your compliance with, all applicable terms and conditions of the applicable Designer Store.

2.5 Wireless Addresses, Short Message Services and Wireless Internet. By providing us your wireless email address or by signing up for any SMS, WAP, or Mobile Service (each as described in the Privacy Policy), you agree to the following: Our wireless carriers and providers are not responsible for the content of our wireless services or any of the messages you may receive from us. You acknowledge and agree that the wireless email, SMS, WAP and Mobile Services are provided via wireless systems which use radios (and other means) to transmit communications over complex networks. We do not guarantee that your use of such services will be private or secure, and we are not liable to you for any lack of privacy or security you may experience. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the services.

2.6 Modification. MODAGRID reserves the right, at any time, to modify, suspend, or discontinue the Covered Sites or any part thereof with or without notice. You agree that MODAGRID will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Covered Sites or any part thereof.

Ownership and Feedback

3.1 Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Covered Sites are owned by MODAGRID or MODAGRID’s licensors. The provision of the Covered Sites does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. MODAGRID and its suppliers reserve all rights not granted in this Agreement.

3.2 If you provide MODAGRID any feedback or suggestions regarding the Covered Sites (“Feedback”), you hereby assign to MODAGRID all rights in the Feedback and agree that MODAGRID shall have the right to use such Feedback and related information in any manner it deems appropriate. MODAGRID will treat any Feedback you provide to MODAGRID as non-confidential and non-proprietary. You agree that you will not submit to MODAGRID any information or ideas that you consider to be confidential or proprietary.

User Content

4.1 User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Covered Sites (e.g., photos, audio, video, messages, text, files, or other content you provide us). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by MODAGRID. Because you alone are responsible for your User Content (and not MODAGRID), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. MODAGRID is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire. Under no circumstance will MODAGRID be liable for any inaccuracy or defect in any User Content.

4.2 License. You hereby grant, and you represent and warrant that you have the right to grant, to MODAGRID an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, for any lawful purpose. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

4.3 Acceptable Use Policy. The following sets forth MODAGRID’s “Acceptable Use Policy”:

(a) You agree not to post, email, or otherwise make available User Content:

that is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, libelous, or invasive of another’s privacy, or harmful to minors in any way;
that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
that includes personal or identifying information about another person without that person’s explicit consent.
that is false, deceptive, misleading, deceitful, uninformative, constitute “bait and switch” or impersonation of any person or entity;
that contains your own or a third party’s advertising, branding or promotional content except as authorized by the terms of this agreement;
that is unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
restrict or inhibit any other User from using and enjoying the MODAGRID sites or the MODAGRID services offered on them;
that re-broadcasts any User Content that violates these terms; or
that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to use the Covered Sites to:

upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
interfere with, disrupt, or create an undue burden on servers or networks connected to the Covered Sites or violate the regulations, policies or procedures of such networks;
attempt to gain unauthorized access to the Covered Sites, other computer systems or networks connected to or used together with the Covered Sites, through password mining or other means;
tamper with any copyright protection mechanisms applicable to content on any Covered Sites;
introduce software or automated agents or scripts to the Covered Sites so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Covered Sites (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

4.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such acts may include removing or modifying your User Content, terminating your User Registration, and/or reporting you to law enforcement authorities.

4.5 Other Users. Each Covered Site User is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any Use Content. Your interactions with other Covered Site Users are solely between you and such User. You agree that MODAGRID will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Covered Site User, we are under no obligation to become involved.

Indemnity. You agree to indemnify and hold MODAGRID (and its officers, employees, contractors, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Covered Sites, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. MODAGRID reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of MODAGRID. MODAGRID will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Disclaimers

THE COVERED SITES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE COVERED SITES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

DUE TO THE INHERENT NATURE OF THE INTERNET, WE CANNOT GUARANTEE THAT INFORMATION, DURING TRANSMISSION THROUGH THE INTERNET OR WHILE STORED ON OUR SYSTEM OR OTHERWISE IN OUR CARE, WILL BE ABSOLUTELY SAFE FROM INTRUSION BY OTHERS, SUCH AS HACKERS. MODAGRID ASSUMES NO LIABILITY FOR 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 USER CONTENT. MODAGRID IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF THE COVERED SITES OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION IN ANY ACTIVITIES ON THE COVERED SITES OR DOWNLOADING MATERIALS. YOU UNDERSTAND THAT IF YOU DOWNLOAD ANY MATERIAL, YOU DO SO AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL MODAGRID BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE COVERED SITES, ANY CONTENT POSTED ON OR THROUGH THE COVERED SITES, OR CONDUCT OF ANY USERS OF THE COVERED SITES, WHETHER ONLINE OR OFFLINE. WE CAN, WHENEVER WE WANT, EDIT OR DELETE ANY CONTENT DISPLAYED ON THE COVERED SITES. YOU USE THE COVERED SITES AT YOUR OWN RISK. MODAGRID CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE COVERED SITES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE COVERED SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Third Party Sites & Ads. The Covered Sites will contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of MODAGRID and MODAGRID is not responsible for any Third Party Sites & Ads. MODAGRID provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.

Term & Termination. Subject to this Section, this Agreement will remain in full force and effect while you use the Covered Sites. We may (a) suspend your rights to use the Covered Sites (including your User Registration) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Covered Sites in violation of this Agreement. Upon termination of this Agreement, your User Registration and right to access and use the Covered Sites will terminate immediately. You understand that any termination of your User Registration involves deletion of your User Content associated therewith from our live databases. MODAGRID will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your User Registration or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 3-11.

Copyright Policy

10.1 Our Covered Sites have designated an agent to receive notices of claims of copyright infringement; please contact an e-mail: [email protected]. If you believe your copyright has been infringed, you may provide us with notice. To be effective, the notification must be a written communication that includes the following:

A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact you, including an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We may give notice to our Users that we have received a notice of infringement by means of a general notice on our site, electronic mail to a Designers's e-mail address in our records, or by written communication sent by first-class mail to a Designer's physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of an Israeli court.

We have a policy of terminating access to our Covered Sites of any User who repeatedly infringes the proprietary rights of any third party.

General

11.1 Changes to Terms of Use. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Site. Any changes to this agreement will be effective upon the earlier of thirty (10) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Covered Sites. Continued use of our Covered Sites following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

11.2 Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and MODAGRID arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of any of the Covered Sites.

The arbitration will be governed by the Arbitration law – 1968. The Arbitrator will be appointed by the head the Tel-Aviv district of the Israeli Bar.

This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State Israel without giving effect to any law that would result in the application of the law of another jurisdiction.

11.3 Entire Agreement. This Agreement (including the Privacy Policy) constitutes the entire agreement between you and us regarding the use of the Covered Sites. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to MODAGRID is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without MODAGRID’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

11.4 Copyright/Trademark Information. Copyright ©2014, MODAGRID All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Covered Sites are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Terms of Use – Designers

Welcome to MODAGRID (an Israeli company in establishment).

Our services are intended for you, a Designer interested in receiving recognition by posting and publishing his/her collection through our services. As a Designer you may upload to our Covered sites visual information describing your collection (minimum of 10 high definition photos) of fashion products available for purchase on line linked to designer stores where Designers may purchase the published item. Each photo portraying a model won't be uploaded without the model's signed release in the form attached, addressed to the Designer permitting the model's public display on our covered sites. Signed release of another form will be subject to our scrutiny and discretion. Please find the applicable form here.

Designer name and Passwords. When you create a Designer Registration (as described in the Privacy Policy), you represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You will be responsible for maintaining the confidentiality of your Designer Registration, and we will not be responsible for misuse of your Designer Registration by any third party, whether authorized by you or not. You are responsible for all activities that occur under your Designer Registration. You agree to immediately notify MODAGRID of any unauthorized use, or suspected unauthorized use of your Designer Registration or any other breach of security. MODAGRID cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Licenses

2.1 License. Subject to the terms of this Agreement, MODAGRID grants you a non-transferable, non-exclusive, license to use the Covered Sites for your personal, commercial use limited to publishing high definition photos of your collection, creating information page about yourself and your collection and providing a link to an on line store where items from the above mentioned collection may be purchased.

2.4 Designer Store. You acknowledge and agree that the availability of the link to the store is dependent on the third party who owns the store. You acknowledge that this Agreement is between you and MODAGRID and not with the Designer Store. Each Designer Store may have its own terms and conditions to which you must agree before providing the link. You agree to comply with, and your license to use the link is conditioned upon your compliance with, all applicable terms and conditions of the applicable Designer Store.

Ownership and Feedback

3.1 Excluding your Designer Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Covered Sites are owned by MODAGRID or MODAGRID’s other licensors. The provision of the Covered Sites does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. MODAGRID and its suppliers reserve all rights not granted in this Agreement.

Designer Content

4.1 Designer Content. “Designer Content” means any and all information and content that a Designer submits to, or uses with, the Covered Sites (e.g., photos, audio, video, messages, text, files, or other content you provide us). You are solely responsible for your Designer Content. You assume all risks associated with use of your Designer Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Designer Content that makes you or any third party personally identifiable. You hereby represent and warrant that your Designer Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your Designer Content is in any way provided, sponsored or endorsed by MODAGRID. Because you alone are responsible for your Designer Content (and not MODAGRID), you may expose yourself to liability if, for example, your Designer Content violates the Acceptable Use Policy. MODAGRID is not obligated to backup any Designer Content and Designer Content may be deleted at any time. You are solely responsible for creating backup copies of your Designer Content if you desire. Under no circumstance will MODAGRID be liable for any inaccuracy or defect in any Designer Content.

4.3 Acceptable Use Policy. The following sets forth MODAGRID’s “Acceptable Use Policy”:

(a) You agree not to post, email, or otherwise make available Designer Content:

that is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, libelous, or invasive of another’s privacy, or harmful to minors in any way;
that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
that includes personal or identifying information about another person without that person’s explicit consent.
that is false, deceptive, misleading, deceitful, uninformative, constitute “bait and switch” or impersonation of any person or entity;
that contains your own or a third party’s advertising, branding or promotional content except as authorized by the terms of this agreement;
that is unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
restrict or inhibit any other Designer from using and enjoying the MODAGRID sites or the MODAGRID services offered on them;
that re-broadcasts any Designer Content that violates these terms; or
that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to use the Covered Sites to:

upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data;
harvest, collect, gather or assemble information or data regarding other Designers, including e-mail addresses, without their consent;
interfere with, disrupt, or create an undue burden on servers or networks connected to the Covered Sites or violate the regulations, policies or procedures of such networks;
attempt to gain unauthorized access to the Covered Sites, other computer systems or networks connected to or used together with the Covered Sites, through password mining or other means;
tamper with any copyright protection mechanisms applicable to content on any Covered Sites;
introduce software or automated agents or scripts to the Covered Sites so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Covered Sites (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

4.4 Enforcement. We reserve the right (but have no obligation) to review any Designer Content, investigate, and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such acts may include removing or modifying your Designer Content, terminating your Designer Registration, and/or reporting you to law enforcement authorities.

4.5 Other Designers. Each Covered Site Designer is solely responsible for any and all of its Designer Content. Because we do not control Designer Content, you acknowledge and agree that we are not responsible for any Designer Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any Designer Content, and we assume no responsibility for any Designer Content. Your interactions with other Covered Site Designers are solely between you and such Designer. You agree that MODAGRID will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Covered Site Designer, we are under no obligation to become involved.

Indemnity

You agree to indemnify and hold MODAGRID (and its officers, employees, contractors, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Covered Sites, (b) your Designer Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. MODAGRID reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of MODAGRID. MODAGRID will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Disclaimers

THE COVERED SITES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE COVERED SITES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

DUE TO THE INHERENT NATURE OF THE INTERNET, WE CANNOT GUARANTEE THAT INFORMATION, DURING TRANSMISSION THROUGH THE INTERNET OR WHILE STORED ON OUR SYSTEM OR OTHERWISE IN OUR CARE, WILL BE ABSOLUTELY SAFE FROM INTRUSION BY OTHERS, SUCH AS HACKERS. MODAGRID ASSUMES NO LIABILITY FOR 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 DESIGNER CONTENT. MODAGRID IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF THE COVERED SITES OR COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO DESIGNERS OR TO ANY PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION IN ANY ACTIVITIES ON THE COVERED SITES OR DOWNLOADING MATERIALS. YOU UNDERSTAND THAT IF YOU DOWNLOAD ANY MATERIAL, YOU DO SO AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL MODAGRID BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE COVERED SITES, ANY CONTENT POSTED ON OR THROUGH THE COVERED SITES, OR CONDUCT OF ANY DESIGNERS or USERS OF THE COVERED SITES, WHETHER ONLINE OR OFFLINE. WE CAN, WHENEVER WE WANT, EDIT OR DELETE ANY CONTENT DISPLAYED ON THE COVERED SITES. YOU USE THE COVERED SITES AT YOUR OWN RISK. MODAGRID CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE COVERED SITES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Third Party Sites & Ads. The Covered Sites will contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of MODAGRID and MODAGRID is not responsible for any Third Party Sites & Ads. MODAGRID provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.

Term & Termination. Subject to this Section, this Agreement will remain in full force and effect while you use the Covered Sites. We may (a) suspend your rights to use the Covered Sites (including your Designer Registration) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Covered Sites in violation of this Agreement. Upon termination of this Agreement, your Designer Registration and right to access and use the Covered Sites will terminate immediately. You understand that any termination of your Designer Registration involves deletion of your Designer Content associated therewith from our live databases. MODAGRID will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Designer Registration or deletion of your Designer Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 3-11.

Copyright Policy

A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact you, including an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We may give notice to our Users that we have received a notice of infringement by means of a general notice on our site, electronic mail to a Designer's e-mail address in our records, or by written communication sent by first-class mail to a Designer's physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of an Israeli court.

We have a policy of terminating access to our Covered Sites of any Designer who repeatedly infringes the proprietary rights of any third party.

General

11.1 Changes to Terms of Use. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Site. Any changes to this agreement will be effective upon the earlier of ten (10) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new Designers of our Covered Sites. Continued use of our Covered Sites following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

11.2 Dispute Resolution. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and MODAGRID arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of any of the Covered Sites.

The arbitration will be governed by the Arbitration law – 1968. The Arbitrator will be appointed by the head the Tel-Aviv district of the Israeli Bar.

This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State Israel without giving effect to any law that would result in the application of the law of another jurisdiction.