Terms of Use

Last updated on July, 2018

Welcome to thoughtleaders.io (the "Website") which is operated by ThoughtLeaders Ltd., a company incorporated under the laws of Israel (the "ThoughtLeaders"). ThoughtLeaders offers a native sponsorship marketplace where (i) publications, newsletters, podcasts and creators ("Publishers") can manage their sponsorship opportunities, (ii) advertisers ("Advertisers") can promote their products through paid digital advertising, and (iii) users can find curated content that matches their interest. The term "Service" means the products, platforms and services related to such marketplace that are provided or made accessible by ThoughtLeaders via the Website and ThoughtLeaders' software platforms. These Terms and Conditions ("Terms") together with any insertion order which is submitted to ThoughtLeaders (whether in hardcopy or through an on-line form), if applicable ("Order") constitute a legally binding agreement between you and ThoughtLeaders, which govern your use of the e Service. Your use of the Service signifies your understanding and agreement to be bound to these Terms and the Terms of any Order (if applicable) and to comply with the applicable law, rules and regulations. If you do not agree to these Terms, please do not register and do not use the Service. You may not accept these Terms and use the Service if you are under the age of 18, if you are not qualified to create a binding legal agreement, or if the use of the Service is prohibited by the laws applicable to you. If you are accepting these Terms on behalf of your employer or another organization or entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable organization or entity, to these Terms; and (ii) you agree, on behalf of the party that you represent, to this Agreement. In such case, any reference these Terms shall be binding on your employer or the applicable organization or entity, and any reference to "you" shall refer to your employer or the applicable organization or entity, and in such case, ThoughtLeaders shall not have any liability towards any person or entity other than your organization. If you don't have the legal authority to bind your employer or the applicable entity, you may not accept these Terms and your employer, or the applicable entity, may not use the Service. ThoughtLeaders takes the protection of your personal information seriously. Please carefully review ThoughtLeaders' Privacy Policy [LINK] which explains how ThoughtLeaders collects your personal information and how ThoughtLeaders uses it. The Privacy Policy is hereby incorporated into these Terms by reference and forms an integral part hereof.

1. The Service; Availability and Access

Advertisers and Publishers shall correspond with ThoughtLeaders team members and Publishers or Advertisers (as applicable) and provide them with feedback in a timely fashion and no later than any applicable deadlines. Advertisers and Publishers shall promptly notify ThoughtLeaders via email of any scheduling issues, including but not limited to postponements, delays, etc. ThoughtLeaders shall make commercially reasonable efforts to facilitate such issues, and the Advertiser or Publisher, as the case may be, shall indemnify ThoughtLeaders for any loss as a result of such issues. ThoughtLeaders is constantly developing the Service, and may change, suspend or discontinue any aspect of the Service, at any time, including the availability of any Service. ThoughtLeaders may also modify, limit, deny or impose limits on certain features and services or restrict access to parts or all of the Service. In addition, ThoughtLeaders has no obligation to provide support, maintenance, upgrades, modifications, or new releases. ThoughtLeaders may terminate your access for any or no reason at any time by ceasing to provide the Service to you. ThoughtLeaders will not have any liability whatsoever to you for any such termination. You agree to use the Service solely for your own use. In any event, however, you agree not to transfer or resell the Service, in whole or in part, to any third party, or allow unauthorized access to the Service, by any third party. You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Service for any purpose. eThoughtLeaders reserves the right at any time to charge fees for access to any part of the Service that are now free. All new fees, if any, will be posted prominently on the Service website and in other appropriate locations. You agree not to access (or attempt to access) the Service by any means other than through the interface provided by ThoughtLeaders. Without derogating from any other term of these Terms, you agree to use the Service solely for lawful purposes. You agree that you will not (i) engage in any activity that interferes with or disrupts the Service (or the servers and networks which are related to the Service); (ii) take any action that imposes or may impose (as determined by ThoughtLeaders in its sole discretion) an unreasonable or disproportionately large load on ThoughtLeaders' (or its third party providers’) infrastructure; (iii) bypass any measures ThoughtLeaders may use to prevent or restrict access to the Service; or (iv) provide any information, including but not limited to email addresses or telephone number, if you do not own or have permission to use such information.

2. Content

The term “Content” means any content and data uploaded, transmitted, published or otherwise made available via the Service or in connection with the Service, including but not limited to advertisements created by Advertisers and publications created by Publishers. When using the Service, you may be exposed to Content from a variety of sources. You are solely responsible for your interactions with other users and third parties. ThoughtLeaders takes no responsibility and assume no liability for, and make no guarantees or warranties with respect to, the accuracy, validity, legal status, usefulness, safety, or intellectual property rights of, any Content that you or any other user or third party post or transfer over the Service. You understand and acknowledge that you may be exposed to, or involved with, Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against ThoughtLeaders with respect thereto. You are solely responsible for your Content (i.e., publications, advertisements, personal profile, etc.) and for any damage or loss to ThoughtLeaders or to any third party resulting therefrom, and you assume all risk, liability and responsibility in connection therewith. Given the nature of the Service and the volume of information submitted, ThoughtLeaders cannot and does not monitor the Content which is posted or transmitted in connection with the Service. ThoughtLeaders shall not have any liability with respect to any Content, including, but not limited to, the fulfillment of an Advertiser’s campaign instructions, the content of the publication created by a Publisher, errors and omissions, graphics, position or placement, links, availability, interactivity or connectivity, infringement of any third party’s intellectual property or other third party right by an Advertiser or Publisher, or typographic errors of any kind. ThoughtLeaders respects the rights of third party creators and content owners and require you to do the same. You undertake, represent and warrant that: (i) you own all of your Content or have obtained permissions, releases, rights or licenses to such Content; and (ii) your Content does not and will not violate or infringe any third party’s copyright, trademark, or right of privacy or other personal or proprietary right. Further, you agree not to: (i) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, pornographic, incites violence, contains nudity or graphic or gratuitous violence, hate speech, hateful or racially, ethnically, or otherwise objectionable; (ii) upload, post, transmit or otherwise make available any Content that you do not have a right to make available; (iii) upload, post, transmit or otherwise make available any Content (a) which contains any confidential information or trade secret, or (b) in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (iv) upload, post, transmit or otherwise make available any spam, software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware; and (v) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users’ ability to engage in real-time exchanges using the Service. ThoughtLeaders reserves the right (but shall have no obligation) to reject, discontinue, delete, revise or omit any Content or any part thereof, at any time. You hereby grant ThoughtLeaders an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to use, copy, modify, link, download and store the Content or any part thereof, to the extent required, in ThoughtLeaders' discretion, in connection with the Service. Without derogating from the aforementioned and from ThoughtLeaders' rights under applicable law, Publishers acknowledge that ThoughtLeaders may publish the title and content of any of their publications in its websites and other applications. Any Content which is (1) directed to children under the age of 13 who reside in the United States or any territory thereof; or (2) that collect information from users known by the operator thereof to be under the age of 13 who reside in the United States or any territory thereof ("Kids' Sites") must be identified as such. Your use of the Service must be in compliance with the United States' Children's Online Privacy Protection Act ("COPPA") and any other similar applicable law. Without limiting the foregoing, you may not, except to the extent permitted by applicable law, (i) use the Service in connection with any Kids' Sites, (ii) purchase, sell, place or facilitate the placement of behaviorally targeted advertisements or sponsorships on Kids' Sites, or (iii) collect personal information (as defined by COPPA) about users or visitors of Kids' Sites. ThoughtLeaders will use flags within the Service to categorize Content identified by an applicable Publisher as a Kids' Site, however ThoughtLeaders undertakes no obligation to monitor COPPA compliance by Publishers or Advertisers. Nothing in this paragraph shall be construed as limiting your obligation to comply with any other applicable laws, rules or regulations related to minors.

Specific Terms for Advertisers

ThoughtLeaders may offer you to publish your advertisements and other Content via the Publishers’ publications. Unless explicitly agreed otherwise, ThoughtLeaders does not guarantee that your Content will be placed on or promoted via any particular publication. In addition, in no event does ThoughtLeaders guarantee that an advertisement or sponsorship will generate any particular results, or that any of the publications will contain (or not contain) any particular contents or engage (or avoid engaging) any particular activities or behaviors. The Service is not result oriented, and results are never promised or guaranteed. ThoughtLeaders is in no way responsible in any way for the actions, omissions or performance (or lack thereof) of any Publisher. The Advertiser is advised to carefully verify that the Publisher's website or other platform suits the Advertiser's needs and expectations. Publisher’s website or other platform may be subject to separate terms and conditions wholly independent of this Agreement. All advertising and sponsorship Content shall be provided in the format(s) specified by ThoughtLeaders or the Publisher in a timely fashion and no later than any applicable deadlines. ThoughtLeaders may (but shall not be obligated to) refrain from or discontinue any promotion on any publication, at its sole discretion.

Specific Terms for Publishers

Publishers shall fully fulfill and comply with the terms of any Order they accept and with the sponsorship claims listed on their profile, including, without limitation, with respect to type of publication, content guidelines, number and frequency of advertisement display, advertisement appearance and display schedule. If an advertisement is not published within the contracted timeframes or if there are delays in communications by Publisher resulting in delayed publications, Publisher may not be entitled to any payment, or payment may be set-off. Publisher should adequately disclose sponsored content as such, in accordance with applicable law and regulations. Failure to do so can result in the Publisher's account being cancelled and the Publisher's removal from the Service. Publishers shall keep their scheduling calendar updated at all times].

3. Administration of the Service

ThoughtLeaders may publish, from time to time, policies and procedures and such policies and procedures shall obligate and bind all Advertisers, Publishers and users. All information you submit to ThoughtLeaders or in connection with the Service shall be accurate and complete, and that you will maintain and promptly update any such information to ensure accuracy at all time. You agree to be contacted via email, text messaging and phone by ThoughtLeaders, and by third parties if relevant, regarding the Service, other ThoughtLeaders offerings] and offerings of third-parties. You further grant ThoughtLeaders permission to publish, provider, transfer and display your profile and such other information as may be provided by you. By using the Service, you are granting ThoughtLeaders permission to review those messages, offers, advertisements and other Content posted, uploaded or transmitted to or through the Service using your account. ThoughtLeaders’ may release statistical information. Such statistics are estimates only and are subject to revision for reasons that include but are not limited to processing errors or the discovery of fraudulent clicks, and that updates of statistics are not guaranteed.

4. Payments and Refunds

All Payments shall be made in US Dollars, unless the Order explicitly provides otherwise. Advertisers and Publishers shall bear all ancillary fees (e.g. wire transfer fees, check clearing fees, etc.) in connection with any payment. Payments are being processed by a third party in its exclusive responsibility. ThoughtLeaders will not be liable for the actions and omissions of such third party providers. Your use of payment processing service may be subject to terms and conditions posted within, adjacent to or linked to the payment process. You hereby authorize the payment processor to provide data and information to ThoughtLeaders. ThoughtLeaders is free to replace the payment processor service from time to time or process payments by itself.

Advertiser Payments

Advertisers shall be required to deposit certain amount set forth in the Order in order to activate their account and insert advertisements. Orders will not be processed, unless the Order amount is deposited in the Advertiser account within the Website ("Deposit"). When you make a Deposit and your account is activated, you receive access to non-public confidential information and trade secrets of ThoughtLeaders, including, without limitation, information on Publishers and prices. Therefore, Deposits are non-refundable, unless refund (or partial refund) is mandatory by applicable law. Payment for an advertisement is also final, binding and non-refundable, except in the event that the Publisher completely fails to perform and to insert the advertisement as agreed in the Order. A refund, if provided, shall always be Advertiser's sole and exclusive remedy for complete failure to perform by a Publisher. Credit card details are needed to complete an order, and the service will be available only following successful completion of billing. You will be notified accordingly. You authorize ThoughtLeaders to continue to charge your credit card or any replacement card for agreed amounts, and failure to charge your card does not limit your payment obligation. If ThoughtLeaders is unable to charge its fees through your approved payment means, ThoughtLeaders may, in addition to other remedies, suspend or terminate the services granted to you. ..All fees charged from Advertisers are, except where otherwise explicitly stated, exclusive of all taxes, including, without limitation VAT. Advertisers undertakes to make all payments without deduction for or on account of, any tax, levy, deduction, charge or withholding imposed by any governmental agency. The Advertiser shall pay ThoughtLeaders such additional amounts as may be necessary so that the net payments received by ThoughtLeaders after deduction or withholding for or on account of any tax, shall be equal to the amount otherwise due and payable by Advertiser if such amount had not been subject to such withholding or deduction. Late payments shall accrue compounded interest at a rate of the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law. You will be responsible for all expenses (including attorneys' fees) incurred by ThoughtLeaders in collecting any late payment. Payments are being processed by a third party in its exclusive responsibility. ThoughtLeaders will not be liable for the actions and omissions of such third party provider. Your use of payment processing service may be subject to terms and conditions posted within, adjacent to or linked to the payment process. You hereby authorize the payment processor to provide data and information to us. ThoughtLeaders is free to replace the payment processor service from time to time or process payments ourselves.

Publisher Payments

Payment to a Publisher shall be made within __ days following the completion of the Order and payment by the Advertiser. Publisher shall not be entitled to payment in the event that the Advertiser fails to pay, or in the event that ThoughtLeaders refunds the Advertiser. In the event that a refund is provided following the payment to the Publisher, the Publisher shall return to ThoughtLeaders any amount paid to the Publisher in connection with the relevant advertisement, without derogating from any other right or remedy ThoughtLeaders may be entitled to. All fees payable to Publishers are inclusive of all applicable taxes. Publishers shall bear any and all taxes in connection with any payment received by them. ThoughtLeaders shall be entitled to withhold any tax and amounts as required from time to time under and in accordance with applicable law, unless and to the extent that a valid tax exemption is timely presented to ThoughtLeaders.

5.Account Deactivation

You may unsubscribe from the Service and deactivate your account at any time, by sending a deactivation request to: [email protected] [LINK] ("Deactivation Request"). Deactivation Requests should include your name and position, reasons for deactivation, and, if applicable, a confirmation from a represented person or entity that the you are authorized to ask such a request on behalf of the represented person or entity. Deactivation Requests with respect to accounts which were not used to process payments will take effect as soon as practicable (typically within [__] business days from the request date). Deactivation requests sent after account activation and payment processing, will take effect as soon as practical, following and subject to the clearing of all pending payments (typically within [__] business days from the date of the last pending payment). For the avoidance of any doubt, you hereby agree that the account deactivation shall be processed without prejudice to existing Orders, pending payments, or other liabilities. You shall indemnify ThoughtLeaders for any cost, expense or damage that results from the account deactivation, pursuant to Section ‎10. below For the removal of doubt, to the maximum extent allowed by any applicable law, ThoughtLeaders is entitled (but not obligated) to keep any Content, data and information following the account deactivation.

6. Changes in the Terms

ThoughtLeaders may change these Terms from time to time, without actual notice to you. The revised Terms shall become effective upon posting in the Website. It is your responsibility to review these Terms occasionally. You agree that your continued use of the Service shall constitute your consent to the new or revised set of Terms. If ThoughtLeaders has your e-mail address on record (subject the Privacy Policy), ThoughtLeaders may use this to inform you of changes to these Terms in advance.

7. Limitation of Liability

ThoughtLeaders may provide users of the Website certain ideas, suggestions, analyses and other data, which are all provided for information purpose only, and not as an advice. ThoughtLeaders accepts no responsibility or liability in contract, tort, negligence, breach of statutory duty or otherwise for any inconvenience, error, delay, loss, damage, costs or expenses whatsoever incurred or suffered by anyone as a result of the Service or any information contained in or provided by the Service (unless such liability may not be excluded or limited as a matter of law, and in such case, ThoughtLeaders' liability will be limited to the maximum extent permitted by law). YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THOUGHTLEADERS 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 AS TO THE OPERATION OF THE SERVICE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN THE SERVICE. THOUGHTLEADERS MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, OR THAT ANY INFORMATION OR ADVICE OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY OR IMPOSE ANY LIABILITY NOT EXPRESSLY STATED IN THE TERMS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ELECTRONIC DEVICE OR LOSS OF DATA, OR ANY OTHER LOSS OR DAMAGE THAT RESULTS FROM YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMITTED BY LAW, THOUGHTLEADERS EXCLUDES ALL WARRANTIES. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THOUGHTLEADERS AND ITS AFFILIATES, OFFICERS, AGENTS, MEMBERS AND EMPLOYEES BE LIABLE FOR ANY INDIRECT, DIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THOUGHTLEADERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. YOU SPECIFICALLY AGREE THAT THOUGHTLEADERS IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY UNLAWFUL, EXPLICIT OR OTHERWISE OBJECTIONABLE CONDUCT OF ANY OTHER PARTY ON OR THROUGH THE SERVICE, OR FOR ANY INFRINGEMENT OR VIOLATION OF YOUR RIGHTS BY ANY OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVACY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN SUCH JURISDICTIONS THOUGHTLEADERS' LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT PERMITTED BY LAW, THOUGHTLEADERS' TOTAL LIABILITY FOR ALL CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO, IN CASE OF AN ADVERTISER, TO THE AMOUNT PAID TO THOUGHTLEADERS IN CONNECTION WITH THE SERVICE IN THE PRECEDING THREE MONTHS, AND, IN CASE OF A PUBLISHER, TO THE AMOUNT PAID BY THOUGHTLEADERS TO THE PUBLISHER IN CONNECTION WITH SERVICE IN THE PRECEDING THREE MONTHS

If you are dissatisfied with any portion of the Service, or with any of these terms of use, your sole and exclusive remedy is to discontinue using the Service.

8. ThoughtLeaders Content and Proprietary Rights

You understand that all information, such as data files, written text, computer software, music, audio files or other sounds, photographs, illustrations, videos or other images (together, the which you may have access to as part of, or through your use of, the Service ("ThoughtLeaders Content") are protected by copyright, patents, trademarks, trade secrets or other proprietary rights, and owned or controlled by ThoughtLeaders or its licensors. You acknowledge and agree that the ThoughtLeaders (or its licensors) own all right, title and interest in and to the Service. You may not use any of ThoughtLeaders’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the ThoughtLeaders Content (either in whole or in part). You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, duplicate, create new works from, distribute, perform, display or provide others with any portion of the ThoughtLeaders Content or the Service, in whole or in part. You may not reverse engineer, decompile, disassemble, alter, duplicate, modify, prepare derivative works from, make copies of, distribute, provide others with or otherwise attempt to derive the source code from any application of the Service. Violation of these provisions may constitute breach of applicable law (in addition to breach of these Terms) and may expose you to criminal liability. Copying, sending, sharing or storing of any ThoughtLeaders Content for other than personal use is expressly prohibited without prior written permission from ThoughtLeaders or the copyright holder. If you provide ThoughtLeaders with feedback or suggestions regarding the Service, such feedback and suggestions shall become ThoughtLeaders' property and ThoughtLeaders may use them at its sole discretion, without any obligation to compensate you in any manner.

9. Third Party Content and Services

The Website offers links to web sites, resources, and advertisers. Although some of these websites are operated by ThoughtLeaders' affiliates or business partners, ThoughtLeaders has no control over these outside resources, and accepts no responsibility or liability for such resources or for their accuracy, performance or reliability. The Service may contain software or other materials provided by third parties (including "open source" software) ("Third Party Materials"). Use of such Third Party Materials shall be governed by the license agreements specific to each such Third Party Material, provided, however, that in addition to any terms and conditions of any third party software license as set forth in the abovementioned webpage, and without derogating from such terms, the disclaimer of warranty and limitation of liability set forth herein shall apply to all software. If the Service contains any software provided by third parties not noted in the abovementioned webpage, the restrictions contained in this Agreement shall apply to all such third party software providers and third party software. By using the Service, you agree to the licenses that apply to any Third Party Materials.

10. Non-Circumvention

ThoughtLeaders derive economic value from its relationship with the Advertisers and Publishers. Advertisers agree that during the term of their engagement with ThoughtLeaders and for a period of two (2) years following its termination, they shall not, directly or indirectly, whether on their own account or on behalf of others, (i) solicit or engage in any commercial agreement with the Publishers or circumvent, avoid, bypass or obviate ThoughtLeaders with respect to the Publishers; or (ii) interfere with or endeavor to entice away the Publishers from ThoughtLeaders, or induce or attempt to induce the Publishers to terminate, reduce, or modify the scope or terms of engagement with the ThoughtLeaders. Publishers agree that during the term of their engagement with ThoughtLeaders and for a period of two (2) years following its termination, they shall not, directly or indirectly, whether on their own account or on behalf of others, (i) solicit or engage in any commercial agreement with the Advertisers or circumvent, avoid, bypass or obviate ThoughtLeaders with respect to the Advertisers; or (ii) interfere with or endeavor to entice away the Advertisers from ThoughtLeaders, or induce or attempt to induce the Advertisers to terminate, reduce, or modify the scope or terms of engagement with the ThoughtLeaders.

11. Indemnification

Your use of the Service constitutes your agreement to defend, indemnify, and hold harmless ThoughtLeaders and its affiliated entities, and their employees, contractors, officers, directors, agents and representatives, from any claim or demand, including reasonable attorneys' fees, arising out of (i) any of your acts or omissions, including failure to fulfill any outstanding Order; (ii) your use or misuse of the Service; (iii) or the use or misuse of contents of the Service by a third party even if using your password; (iv) if you are accepting these Terms on behalf of your employer or another organization or entity – (a) the use or misuse of the Service by any person or entity related to your employer or the applicable organization or entity, or (b) any claim of by any person or entity related to your employer or the applicable organization or entity. This Indemnification section shall survive termination of your account or of your use of the Service.

12. Confidentiality

Each party (“Receiving Party”) shall keep confidential and shall not disclose to any third party any Confidential Information (as such term is defined below) which it has received from the other party (“Disclosing Party”) and shall only use such Confidential Information for purposes related to the Service. You acknowledge that the Service contains confidential and proprietary information and trade secrets of ThoughtLeaders and agree to keep the Service confidential. You further acknowledge that any unauthorized disclosure, use, or copying of the Software may cause ThoughtLeaders serious financial loss. "Confidential Information" means any know-how, any trade or business secrets, any commercial, financial, business, technical or other confidential information of whatever nature relating to the business of a Party (whether written, oral or in electronic or other form), which is clearly designated by the Disclosing Party as being confidential (whether or not it is marked as confidential) or of clear confidential nature. Confidential Information shall not include information that: (i) is or becomes publicly known other than through any act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the Receiving Party without use of Confidential Information of the Disclosing Party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. For the removal of doubt, advertising opportunities, pricing information, and information on Advertisers and Publishers that are part of ThoughtLeaders' network, shall be deemed Confidential Information of ThoughtLeaders.

13. Advertisement

You agree that ThoughtLeaders may use your name and logo for its marketing efforts.

14. Applicable Laws and Jurisdiction

You agree that the laws of the State of Israel, excluding its conflicts-of-law rules, shall govern these Terms. The Convention on International Sale of Goods will not apply. Please note that your use of the Service may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with ThoughtLeaders or relating in any way to your use of the Service resides solely in the competent courts in Israel. Where these laws prevent the application of any part of these Terms, such laws will prevail to the extent mandated by them.

15. No Class Actions

Neither you nor ThoughtLeaders can bring a claim each other as a plaintiff or class member in a class action, consolidated action or representative action.

16. Miscellaneous

Correspondence should be sent to [email protected].

You agree to report any copyright violations to ThoughtLeaders as soon as you become aware of them. In the event you have a claim of copyright infringement with respect to material that is contained in the Service, please notify ThoughtLeaders as soon as possible at: [email protected].

If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. ThoughtLeaders may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign, transfer or sublicense these Terms or any or all of your rights or obligations under these Terms without ThoughtLeaders' express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms and any Order constitute the entire agreement between you and ThoughtLeaders relating to the subject matter herein. You may not modify these Terms. These Terms of Use will inure to the benefit of ThoughtLeaders' successors, assigns and licensees. Without limitation, you agree that a printed version of these Terms and of any notice recorded in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.