Terms of Use Agreement

Welcome to cyphymedia.com, the website and online service of CyPhy Media Ltd. (“CyPhyMedia”, "we," or "us"). This page explains the terms by which you may use our online and/or mobile services, web site, and software provided on or in connection with the service (collectively the "Service") governing such use from Service inception forward. By accessing or using the Service, you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement ("Agreement") whether or not you are a registered user of our Service.

We reserve the right to amend this Agreement at any time by notifying you as provided in this Agreement, provided that no notice shall be required for non-substantive changes to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. This Agreement applies to all visitors, users, and others who access the Service ("Users").

1. Use of Our Service

A. Eligibility

You may use the Service only if you can form a binding contract with CyPhy Media, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.

B. Service Rules

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the CyPhy Media servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

You are solely responsible for your interactions with other CyPhy Media Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. CyPhy Media shall have no liability for your interactions with other Users, or for any User's action or inaction.

2. End User License Grant

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. CyPhy Media reserves all rights not expressly granted herein in the Service. CyPhy Media may terminate this license at any time for any reason or no reason.

3. Our Proprietary Rights

The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music (the CyPhy Media Content"), and all Intellectual Property Rights related thereto, are the exclusive property of CyPhy Media and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

4. Security

CyPhy Media cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

5. Indemnity

You agree to defend, indemnify and hold harmless CyPhy Media and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code.

6. No Warranty

The Service Is Provided On An "As Is" And "As Available" Basis. Use Of The Service Is At Your Own Risk. To The Maximum Extent Permitted By Applicable Law, The Service Is Provided Without Warranties Of Any Kind, Whether Express Or Implied, Including, But Not Limited To, Implied Warranties Of Merchantability, Fitness For A Particular Purpose, Or Non-Infringement. Without Limiting The Foregoing, Cyphy Media, Its Subsidiaries, And Its Licensors Do Not Warrant That The Content Is Accurate, Reliable Or Correct; That The Service Will Meet Your Requirements; That The Service Will Be Available At Any Particular Time Or Location, Uninterrupted Or Secure; That Any Defects Or Errors Will Be Corrected; Or That The Service Is Free Of Viruses Or Other Harmful Components. Any Content Downloaded Or Otherwise Obtained Through The Use Of The Service Is Downloaded At Your Own Risk And You Will Be Solely Responsible For Any Damage To Your Computer System Or Loss Of Data That Results From Such Download Or Your Use Of The Service.

Cyphy Media Does Not Warrant, Endorse, Guarantee, Or Assume Responsibility For Any Product Or Service Advertised Or Offered By A Third Party Through The Service Or Any Hyperlinked Website Or Service, And Cyphy Media Will Not Be A Party To Or In Any Way Monitor Any Transaction Between You And Third-Party Providers Of Products Or Services.

7. Limitation of Liability

To The Maximum Extent Permitted By Applicable Law, In No Event Shall Cyphy Media, Its Affiliates, Agents, Directors, Employees, Suppliers Or Licensors Be Liable For Any Direct, Indirect, Punitive, Incidental, Special, Consequential Or Exemplary Damages, Including Without Limitation Damages For Loss Of Profits, Goodwill, Use, Data Or Other Intangible Losses, That Result From The Use Of, Or Inability To Use, This Service. Under No Circumstances Will Cyphy Media Be Responsible For Any Damage, Loss Or Injury Resulting From Hacking, Tampering Or Other Unauthorized Access Or Use Of The Service Or Your Account Or The Information Contained Therein.

To The Maximum Extent Permitted By Applicable Law, Cyphy Media Assumes No Liability Or Responsibility For Any (I) Errors, Mistakes, Or Inaccuracies Of Content; (Ii) Personal Injury Or Property Damage, Of Any Nature Whatsoever, Resulting From Your Access To Or Use Of Our Service; (Iii) Any Unauthorized Access To Or Use Of Our Secure Servers And/Or Any And All Personal Information Stored Therein; (Iv) Any Interruption Or Cessation Of Transmission To Or From The Service; (V) Any Bugs, Viruses, Trojan Horses, Or The Like That May Be Transmitted To Or Through Our Service By Any Third Party; (Vi) Any Errors Or Omissions In Any Content Or For Any Loss Or Damage Incurred As A Result Of The Use Of Any Content Posted, Emailed, Transmitted, Or Otherwise Made Available Through The Service; And/Or (Vii) User Content Or The Defamatory, Offensive, Or Illegal Conduct Of Any Third Party. In No Event Shall Cyphy Media, Its Affiliates, Agents, Directors, Employees, Suppliers, Or Licensors Be Liable To You For Any Claims, Proceedings, Liabilities, Obligations, Damages, Losses Or Costs In An Amount Exceeding The Amount You Paid To Cyphy Media Hereunder.

This Limitation Of Liability Section Applies Whether The Alleged Liability Is Based On Contract, Tort, Negligence, Strict Liability, Or Any Other Basis, Even If Cyphy Media Has Been Advised Of The Possibility Of Such Damage. The Foregoing Limitation Of Liability Shall Apply To The Fullest Extent Permitted By Law In The Applicable Jurisdiction.