Legal Agreement
1.1. These Terms of Use ("Terms of Use") form a legal agreement between You (including, if
applicable, any legal entity which You represent or act for) ("You") and Captain-Up ("Us", "We",
"Captain-Up" and "Our") and sets forth the terms and conditions governing Your access to, and
use of, the Captain-Up Platform (as defined below), which shall be incorporated in Affiliate
Websites (as defined below) and/or the Captain-Up website, known as www.captainup.com (the
"Site") and receipt of the Captain-Up's Services (as defined below), including without limitation
any applications, mobile applications, software, features, content, websites, widgets on third
parties' websites and/or linked pages, offered from time to time by Captain-Up in connection
therewith. Please make sure You read these Terms of Use carefully along with our Privacy Policy
below (the "Privacy Policy) before using the Site or the Services. If You have any questions,
please let us know. Any reference to the Site shall include the Captain-Up Platform and vise-versa.
1.2. By registering and/or using the Captain-Up Platform, Site or the Services (as defined below) in
any manner, You agree to be bound by these Terms of Use, as may be amended by Us from time to
time. If You do not agree to these Terms of Use, please refrain from using the Captain-Up
Planform, the Site or the Services.
1.3. The Services are intended for use by persons and entities that are of legal capacity to create a
binding legal agreement and who are not barred from receiving services under t he laws of their
jurisdiction ("Legal Capacity"). Be aware that We are not and shall not be held liable for any
breach of this requirement. You must be the “Minimum Age”, as defined below. If You are a
corporation, the corporation is solvent and may enter into this agreement. Accordingly, if You are
not of Legal Capacity, You are not allowed to use the Site and/or Services.
For the purpose of this section, "Minimum Age" means (a) 18 years old for the People's Republic
of China, (b) 16 years old for the Netherlands, (c) 14 years old for the United States, Canada,
Germany, Spain, Australia and South Korea, and (d) 13 years old for all other countries. However,
if the applicable law requires that You must be older in order for Captain-Up to lawfully provide
the Services to you (including the collection, storage and use of your information), then the
Minimum Age is such older age. The Services are not for use by anyone under the age of 13.
1.4. WE RESERVE THE RIGHT TO CHANGE OR DISCONTINUE THE CAPTAIN-UP
PLATFORM, SITE OR ANY OF THE SERVICES AT ANY TIME, WITHOUT NOTICE, FOR
ANY REASON OR FOR NO REASON. WE MAY ALSO REVISE THESE TERMS OF USE
WITHOUT NOTICE AT ANY TIME AT OUR SOLE DISCRETION. YOU AGREE THAT YOUR
CONTINUED USE OF THE SITE AND SERVICES FOLLOWING SUCH MODIFICATIONS
CONSTITUTES YOUR ACCEPTANCE OF SUCH MODIFICATIONS. THEREFORE, YOU
MUST REVISIT THESE TERMS OF USE REGULARLY TO BE UPDATED OF ANY
MODIFICATION MADE.
1.5. We reserve our right to refuse provision of the Services, to anyone, for any reason or for no reason
all subject to applicable law.
1.6. All communications between You and Us shall be by electronic means. You hereby agree to
receive communications from Us in an electronic form. -2-
Creating an Account
2.1. Some of Our Services are available only to registered users. In order to use such services You are
required to register using Your social network profile. As part of the registration process, Your
chosen social network may ask You for permission to grant Us access to certain information, such
as Your public profile, friend list, email address etc which shall be subject to Captain-Up's Privacy
Policy.
2.2. Upon successful completion of registration, You will have an account at Captain-Up and You will
be logged-in to the Captain-Up Platform, Site and Services. From time to time, We may establish
and require additional or different means of identification and authentication for logging in to the
Site and/or Service.
2.3. We, at our sole discretion, may ask You to provide Us with additional information in order to
verify the account is Yours.
2.4. You agree that all information provided by You is accurate, full, complete and up-to-date at all
times.
2.5. You will be the sole beneficiary of any registration process and You may only use one single
account. Additionally, You may not use the accounts of others, or allow others to use Your account,
and You are solely responsible for preventing such unauthorized use of Your account.
2.6. You are solely responsible for maintaining the confidentiality of Your account (including the
username and password of Your chosen social network). You assume full and exclusive
responsibility for Your failure to maintain Your account username and password confidential, inter
alia, for conveying Your username and/or password to a third party and for all consequences
resulting therefrom. You may not transfer or share Your account with anyone, and we reserve the
right to immediately terminate your account if You do transfer or share Your account.
2.7. In the event You suspect Your account has been breached and/or have noticed
unauthorized/abnormal usage, You are obligated to inform Us immediately using the "Contact Us"
option located at the bottom of our homepage.
The Services
3.1. Captain-Up has developed an omni-channel platform (the "Captain-Up Platform"), which shall
be incorporated in Captain-Up's affiliate websites (the "Affiliate Website"). Our Platform and
widgets offer gaming and social tools in order to maximize engagement, retention, virality and
monetization in Our Affiliate Website and mobile apps, etc (the "Services").
3.2. By using the Captain-Up Platform and widgets throughout Our Affiliate Websites, You may
receive certain perks at such Affiliate Website (if applicable "Affiliate Website Perks").
3.3. Please note, Captain-Up shall not be liable nor take any responsibility regarding any issue
regarding Your engagement with the Affiliate Website and/or any other complaint You may have
regarding the Affiliate Website and/or the Affiliate Website Perks.
Use of the Services and Content Policy
4.1. Please keep in mind that when You use the Captain-Up Platform, Site and/or Services, You may be
able to gain access to information and materials created by others, including any data, text,
information, graphics, photos, profiles, audio clips and videos, links and any application
(collectively, "Content"). Therefore, You agree not to revise Content created by others, and not to
create, post or use any Content in any manner which may infringe the copyright, trademark, trade
secret, or other intellectual property or other proprietary right of others; violate the privacy,
publicity, confidentially or other rights of third parties; be discriminatory, defamatory, obscene,
threatening, abusive, sexually degrading or hateful, as determined by Us in our sole discretion; or
be false or inaccurate, as well as be unauthorized and/or illegal under any applicable law. We may,
at our sole discretion, terminate accounts or remove Content from the Site and/or from any of our
Services if We determine or suspect that those accounts or Content violate these Terms of Use.- 3 -
Additionally, You hereby acknowledge that violation of these terms of use may lead to legal
proceedings against You by Us or by the person whose rights were violated.
4.2. You may not harass or intimidate any other users of the Captain-Up Platform, Site and/or the
Services.
4.3. You may not submit any unwanted e-mail, spam or comments to any of the members of the
Captain-Up Platform, Site and/or the Services.
4.4. You may not transmit via the Captain-Up Platform, Site and/or the Services any virus, worm,
Trojan horse or any other potentially malicious code.
4.5. You may not crawl, scrape, or otherwise cache any Content from the Captain-Up Platform, Site
and/or the Services, without our prior written consent.
4.6. You agree to be held solely responsible and solely liable for anything that occurs in Your account
and any activity in Your account.
4.7. Copyright License: We do not claim any ownership rights of any kind in Content that You post on
or through the Site and/or the Services. You shall retain all of Your ownership rights in and to the
Content You submit or post. However, by contributing Content or other information on or through
the Service, You grant Us a royalty-free, perpetual, irrevocable, sub licensable, fully paid-up, non-
exclusive, transferrable, worldwide right and license to use, reproduce, create derivative works
from, publish, edit, translate, distribute, perform, display, transmit, offer for sale and sell the
Content alone or as part of other works in any form, media, or technology whether now known or
hereafter developed, and to sublicense such rights through multiple tiers of sublicensees, and
without compensation to You. You waive any "moral rights" or other rights with respect to
attribution of authorship or integrity of materials regarding the Statements that You may have
under any applicable law under any legal theory. Your license of any Content or information
submitted above extends to use for promotions, advertising, market research or any other lawful
purpose, without limitation.
4.8. Content Liability: You hereby declare that, other than specific Content provided by Us, You are
the sole owner or the exclusively licensed of any and all content You process through the Captain-
Up Platform, Site and/or Services and that no other third party's rights were breached or infringed
in the course of Your actions. Additionally, You hereby declare that no claim, litigation or demand
was filed against You, or threatened, in respect of content.
4.9. For the protection of Your rights, other users' rights, third parties' rights and the verification that no
third party's rights were infringed, We provide a Notice & Remove process:
4.9.1. Filtering: You hereby acknowledge that We have the right, but not the obligation, to filter
any and all submitted content. Additionally, You hereby acknowledge that We may refuse
to share and/or publish any users content submitted to the Captain-Up Platform, Site and/or
Services. You hereby agree that We will have the right to remove any content which
infringes these terms of use or its legality is questionable. You agree to be held solely
responsible and solely liable for anything that occurs in Your account and any activity in
Your account, including without limitation, for any Content being uploaded in Your
account.
4.9.2. Disclosure of information: We have the right (but not the obligation) to disclose, at our
sole discretion, any information as necessary or appropriate to satisfy any law, regulation or
other governmental request, to operate the Services properly, to enforce this Terms of Use,
to respond to third parties claims regarding an infringement of their rights, or to protect
ourselves or our subscribers.
4.9.3. Request to remove content: We value Your rights and the rights of third parties.
Therefore, We shall obey any legal order in connection with the rights of third parties. If
You find any content to be infringing Your rights, harms Your good name or reputation
and/or Your intellectual property, please file a complaint using the "Contact Us" option
located at the bottom of our homepage. -4-
4.10. You agree that information and opinions in Content created by third parties represent solely the
thought of the author and are neither endorsed by Us or reflect our beliefs. You acknowledge that
You may be exposed to certain Content which may violate our policies or otherwise be offensive to
You.
4.11. You agree that You use the Site and Services at Your own risk. While We prohibit any misuse of
the Captain-Up Platform, Site and/or Services, We take no responsibility for Your exposure to
Content on the Site whether it violates our content policies, Terms of Use and Privacy Policy or
not.
4.12. In using the Site and/or the Services You agree not to violate any applicable laws in Your
jurisdiction (including but not limited to any copyright laws).
Cookies
Like many websites, We use “cookies” to collect information. A cookie is a small data file that We
transfer to Your computer’s or device’s hard disk for record-keeping purposes. We use cookies for two
purposes. First, We utilize persistent cookies to save Your registration ID, login password and other
information for future logins to the Captain-Up Platform Site and Services. Second, we utilize session
ID cookies to enable certain features of the Services, to better understand how you interact with the
Services, use the Services and to monitor aggregate usage by Our Users. Unlike persistent cookies,
session cookies are deleted from Your computer or device when you log off from the Affiliate Website,
the Site and/or Services and then close Your browser. You can instruct Your browser, by changing its
options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you
visit. If you do not accept cookies, however, You may not be able to use all portions of the Affiliate's
Website, the Site or all functionality of the Site and/or Services.
Using Third Party Services
6.1. The Captain-Up Platform and Services are incorporated in Affiliate Websites. Such Affiliate
Websites may provide You with links or referrals to third party sites and/or services and/or
applications which may include information, documents, software, materials and/or services by
other parties. The Affiliate Websites and/or third party sites may contain information or material
that some people may find inappropriate or offensive. The Affiliate Websites and these other sites
and parties are not under Our control and the use of any Affiliate Website and/or third party sites
and/or services is made solely at Your own risk. We will not be responsible for, and do not endorse,
any third party content, sites or services, including without limitation, products, tests, studies,
procedures, services, opinions, or websites accessed or mentioned on the Captain-Up Platform Site
and/or through the Services. You acknowledge that Captain-Up is not responsible for such third
party services or content including inter alia, accuracy, copyright compliance, legality, decency.
6.2. For the avoidance of doubt, Captain-Up shall not be liable nor responsible for any complaint You
may have regarding any engagement with any Affiliate Website or any third party's site or service.
Please contact the applicable party directly in regard to such matters.
Termination
We reserve the right to suspend or terminate Your account and/or Your access and use of the Captain-Up
Platform, Site and/or the Services, at our sole discretion and without any prior notice, for any reason,
including without limitation, should You fail to meet the requirements set forth in these Terms of Use. If
You wish to terminate Your account, You may do so by notifying Us, at any time and request the
termination of Your account. Your request will be answered within 14 business days. The provisions of
these Terms of Use shall survive any termination or expiration thereof, including without limitation, the
warranty disclaimers, limitation of liability and indemnity provisions. -5-
Privacy Policy
8.1. Privacy and confidentiality are at the heart of the Services. We treat personal information acquired
from You seriously. Additionally, We understand the importance of maintaining the confidentiality
of any information stored about You while using the Captain-Up Platform, Site and/or Services.
We respect Your privacy, and the reason We prepared this privacy policy is to inform You
regarding Your rights. We will not disclose Your private information or share Your contact details
without Your consent. Notwithstanding, We are obliged to follow local rules if We are required to
do so.
8.2. In order to serve you, we may share Your personal information and non-identifiable information
with our Affiliates. Their use of information is limited to these purposes, and subject to agreement
that require them to keep information confidential. Our Affiliates provide assurance that they
safeguard the data they hold on our behalf.
8.3. We may store identifying personal information which You supply Us, including Your full name,
gender, email address, friends list, country Your social networks accounts, telephone number and
other personal information which may be provided by You. We may share personal identifiable
information with our trusted Affiliates in order to provide you with relevant advertising, offers
and/or services.
8.4. We may also store non-identifying personal information, which may be used by the Captain-Up
Platform, Site and/or Services, such as Your IP address, Your approximate location, versions of
Your operating systems, dates You used the Service, features in the Affiliate Website that You've
liked, links, clicks and other information which does not identify You and was provided to Us
through Your use of the Captain-Up Platform, Site and/or Services.
8.5. We use Your personal information in order to supply You with the Services, and We may use Your
personal information in order to improve the Captain-Up Platform, Site and/or Services and
examine additional features.
8.6. We use high standard security measures to secure Your personal information. Therefore, parts of
Your personal information may be encrypted.
8.7. Our employees and agents will have access to the information. We may disclose information if
required by competent law enforcement authority according to a court order or other legal
provision.
8.8. Please be informed that We use several third party services to provide the Services, including the
services of our Affiliates. Please take time and read their Use Privacy Policies.
8.9. You may contact Us using the "Contact Us" option located at the bottom of our homepage and
request to browse, review and/or remove information about You or parts of it.
8.10. In case You feel Your privacy was violated in any way, please contact Us immediately using the
"Contact Us" option located at the bottom of our homepage, and We will examine Your complaint.
No Warranty
9.1. The Captain-Up Platform, Site and the Services are provided "as is", without warranty of any kind,
either express or implied. Without limiting the foregoing, We explicitly disclaim all warranties,
express or implied, regarding the Site and the Services, including any implied warranty of quality,
availability, merchantability, fitness for a particular purpose or non-infringement, and any
warranties arising out of course of dealing or usage of any trade, including without limitation to
the Captain-Up Platform, Site and/or the Services being free from defect or any virus, worm,
Trojan horse or any other potentially malicious code. YOU HEREBY RELEASE US FROM ANY
DAMAGES, CLAIMS OR OTHER CAUSE OF ACTION RELATED IN ANY WAY, DIRECTLY
OR INDIRECTLY, TO THE CAPTAIN-UP PLATFORM, SITE AND SERVICES. WE MAKE NO
WARRANTY THAT THE CAPTAIN-UP PLATFORM SITE AND/OR THE SERVICES WILL
MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE,
OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF- 6 -
THE CAPTAIN-UP PLATFORM SITE AND/OR THE SERVICES, OR TO THE ACCURACY,
TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT
OBTAINED THEREBY. THE ABOVE SHALL ALSO APPLY TO ANY INFORMATION YOU
MAY RECEIVE FROM US OR THROUGH US AT ANY TIME.
9.2. The Captain-Up Platform, Site and Services, as well as Your Content, may become unavailable, in
whole or in part, due to technical failure, maintenance and upgrade works, as well as upon our sole
discretion or otherwise. Additionally, You hereby declare and acknowledge that the Service is in
beta phase and is still under development. We will not be held liable, under any circumstances, for
the loss of any Content. You are strongly recommended to backup any of Your own data and
Content which You are entitled to backup.
9.3. Without derogating from the above, You hereby acknowledge and agree that in providing the
Services and operation of the Site, We may rely from time to time on services provided by third
parties, including, but not limited to, data network providers, hosting services providers, clearing
services providers, etc. Any action may be temporarily refused, limited, interrupted, or curtailed
due to government regulations or orders, network modifications, repairs, and upgrades or banking,
financial institution or other similar bodies. WE ARE NOT, AND SHALL NOT BE, OBLIGED
TO PROVIDE THE SERVICES WHERE SUCH FACTORS PREVENT IT. YOU AGREE THAT
WE SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR BUSINESS
INTERRUPTIONS SUSTAINED AS A RESULT OF INTERRUPTIONS CAUSED BY DATA
NETWORK PROVIDERS OR ANY OTHER THIRD-PARTY PROVIDER INCLUDING OUR
AFFILIATES.
9.4. You are solely and exclusively responsible for all Your communications and interactions with Us
or with any person or entity with whom You may communicate, interact or engage as a result of
Your use of the Captain-Up Platform, Site and/or the Services. You agree and confirm that We do
not, and do not intend to, make any inquiries of any person or entity or verify the information any
person or entity submits or provides while using the Captain-Up Platform, Site and/or the Services.
You agree to take precautions in all communications and interactions with any person or entity
whether made on-line or off-line.
9.5. Through the use of the Captain-Up Platform, Site and/or Our Services, You may have the
opportunity to engage in commercial transactions with other users and/or Our Affiliates and/or
third parties. You acknowledge that all transactions relating to any merchandise or services offered
by such party, including but not limited to purchase terms, payment terms, warranties, guarantees,
maintenance and delivery terms in connection with any transaction, are agreed to solely between
the seller and/or the service provider of such merchandize and/or services (as applicable) and You.
WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH,
OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT
SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY
WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES,
MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE CAPTAIN-UP
PLATFORM, SITE FROM A THIRD PARTY AND/OR ANY OF OUR AFFILIATES IS
PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR
AFFILIATES.
Limitation of Liability
10.1. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY DAMAGE, WHETHER DIRECT, INDIRECT OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY,
SPECIAL, OR PUNITIVE DAMAGES, AND INCLUDING FURTHER, DAMAGES WHICH
MAY ARISE IN CONNECTION WITH THE SITE, SERVICES OR THESE TERMS OF USE,
INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA,
EMPLOYMENT OPPORTUNITIES, FROM BUSINESS INTERRUPTIONS, OR FROM THE
USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE CAPTAIN-UP
PLATFORM, SERVICES AND/OR THE SITE. WE SHALL NOT BE LIABLE FOR ANY- 7 -
DAMAGES ARISING FROM ANY TRANSACTION OR ENGAGEMENT BETWEEN YOU
AND ANY THIRD PARTY OR ANY OF OUR AFFILIATES OR FOR ANY INFORMATION
PROVIDED BY YOU OR ANY THIRD PARTY OR ANY OF OUR AFFILIATES. IN NO
EVENT WILL WE BE LIABLE TO YOU, TO ANY OF OUR AFFILIATES OR ANY THIRD
PARTY IN CONNECTION WITH ANY ACT OR OMISSION. WE SHALL NOT BE LIABLE IN
ANY WAY FOR THIRD PARTY AND/OR AFFILIATE'S GOODS AND SERVICES OFFERED
THROUGH THE CAPTAIN-UP PLATFORM, SITE OR USING OUR SERVICES INCLUDING
WITHOUT LIMITATION THE PROCESSING OF ORDERS.
10.2. YOU HEREBY EXPRESSLY AGREE THAT WE SHALL HAVE THE RIGHT, AT ANY TIME
AND AT OUR SOLE DISCRETION, TO TAKE ANY ACTION TO MONITOR ANY
INTERACTION OR ENGAGEMENT RESULTING FROM THE USE OF THE SITE OR THE
SERVICES BY YOU AND ANY THIRD PARTY. TO THE FULL EXTENT PERMITTED BY
LAW, YOU HEREBY RELEASE US FROM ANY CLAIMS OR LIABILITY RELATING IN
ANY WAY THERETO.
10.3. THE PROVISIONS OF THIS SECTION 10 SHALL APPLY REGARDLESS OF THE NATURE
OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY
OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WE ARE ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
10.4. YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION
WITH THESE TERMS OF USE IS TO DISCONTINUE USING THE CAPTAIN-UP
PLATFORM, SITE AND SERVICES. IN THE EVENT THAT A COURT HAVING
JURISDICTION SHALL DETERMINE THAT THE PRECEDING SENTENCE IS
UNENFORCEABLE, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN
CONNECTION WITH THESE TERMS OF USE WILL NOT EXCEED THE AMOUNTS
ACTUALLY PAID (IF ANY) BY YOU FOR THE SERVICES PROVIDED HEREUNDER.
Indemnity
You shall defend, indemnify, and hold Us harmless, Our Affiliates and each of its and its affiliates’
employees, contractors, directors, suppliers and representatives from all claims, actions, proceedings,
losses, damages, liabilities, costs and expenses, including reasonable legal fees, that arise from or relate
to (i) Your access, use or misuse of the Captain-Up Platform, Site and/or the Service, or (ii) Your
violation of these Terms of Use or any applicable law, contract, policy, regulation or other obligation (iii)
Your publishing of Content which infringes our Content policy, including a false statement and/or
Content that You submit and/or upload onto the Services or the placement or transmission of any
message, information, software or other materials through the Services by You or any users of Your
account (iv) any complaint, claim or message which was malicious and/or neglectful against any user, in
which You did not have the right to submit such complaint, claim or message. We reserve the right to
assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in
which event You will assist and fully cooperate with Us in connection therewith. For the avoidance of
doubt, claims and/or proceedings shall include Copyright and/or Trademark's infringements, patents
misuse or any other misuse by You in contrast to these Terms of Use.
Confidentiality and Security
12.1. Please note: Some of our Services are supported by advertising revenue and may display
advertisements and promotions. You hereby irrevocably agree that We may place such advertising
and promotions on the Captain-Up Platform, Site and/or the Services or on, about, or in
conjunction with Your Content. The manner, mode and extent of such advertising and promotions
are subject to our sole discretion, and We will not be obliged to give You any notice whereas to
such changes in the advertising and promotions abovementioned.
12.2. You represent and warrant that:
12.2.1. You own the Content posted by You on or through our Site and Services or otherwise have
the right to grant the license set forth in this Section;- 8 -
12.2.2. The displaying, posting or publishing and use of Your Content on or our Site and Services
does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual
property rights or any other rights of any person and/or entity;
12.2.3. The displaying, posting or publishing of Your Content on the Captain-Up Platform, Site
and/or through the Services does not result in a breach of contract between You and a third
party; and
12.2.4. If applicable, You agree to pay for all royalties, fees, and any other form of compensation
owing any person and/or entity by reason of Content You post on or through the Captain-
Up Platfor, Site and Services.
12.3. Please note: Our Services may contain Content which belongs to Us and/or to any affiliate, ("Our
Content"). Our Content is protected by copyright, trademark, patent, trade secret and other laws
protecting proprietary rights, and We own and retain all rights in Our Content and our Services. We
hereby grant You a limited, revocable, non-sub-licensable license to reproduce and display Our
Content (excluding any software code) solely for Your personal use and in connection with
viewing the Site and using our Services, provided You fully meet these Terms of Use and subject
to our sole discretion.
12.4. Our Services may also contain Content of users and our licensors We may be engaging with.
Except as provided within these Terms of Use, You may not copy, modify, omit, translate, publish,
broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through our
the Captain-Up Platform, Site, and Services, without our prior written consent.
12.5. You acknowledge and agree that We and our licensors (as applicable) retain sole, full and
exclusive ownership of all intellectual property rights of any kind related to the Captain-Up
Platform, Site and the Services, including copyrights, trademarks and other proprietary rights
("Intellectual Property Rights"). No license is granted hereunder to any Intellectual Property
Rights. Captain-Up, "www.captainup.com" and other names that are mentioned on the Site or
provided as part of the Services may be trademarks of their respective owners. We reserve all
rights that are not expressly granted to You hereunder.
12.6. If You believe that Your work has been used in a way that constitutes copyright infringement by
users of the Captain-Up Platform, Site or Services (in their capacity as such), please provide Us all
information pertaining thereto as soon as possible. We reserve the right, but not the obligation, to
ask You for any further information as We deem appropriate.
Feedback and Complaints
13.1. We welcome and encourage You to provide feedback, comments, complaints and suggestions for
improvements to the Services ("Feedback"). You may submit Feedback by using the "Contact Us"
option located at the bottom of our homepage. You hereby acknowledge and agree that all
Feedback will be solely and exclusively our property and You hereby irrevocably assign to Us all
right, title, and interest that You may have in and to all Feedback, including without limitation all
worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual
property rights therein.
13.2. When submitting a complaint, You must also provide Us with:
13.2.1. Written statement regarding the Content which You find as infringing Your rights, and a
proof that You are the holder of these rights.
13.2.2. The Content's exact URL.
13.2.3. A statement in which You declare that You believe that the use of the Content is not fair
use, criticism, consumer protest or any other protected expression.
13.3. Following Your complaint to remove specific content, and as soon as possible, We will forward the
Content to "suspended" status, and examine Your complaint. if a legal claim or factual dispute will
arise, We will remove the content or provide You with details for further care. -9-
General Terms
14.1. These Terms of Use do not create any partnership, employment, agency or other relationship not
herein specifically and explicitly agreed. There are no third-party beneficiaries of these Terms of
Use.
14.2. You may not assign Your rights under these Terms of Use, in whole or in part, to any third party
without our prior written consent, and any attempt by You to do so will be null and void.
14.3. We may transfer and/or assign Our rights and obligations under these Terms of Use in any case
there is a change in control and/or ownership and/or of the company, including the selling and/or
assigning of equity ownership or of the Service to any third party.
14.4. Should any part of these Terms of Use be held invalid or unenforceable, that portion will be
construed consistent with applicable law and the remaining portions will remain in full force and
effect.
14.5. Failure by Us to enforce any provision of these Terms of Use will not be considered a waiver of
the right to enforce such provision. Our rights hereunder will survive any termination or expiration
of these Terms of Use.
14.6. These Terms of Use will be governed by the laws of the State of Israel. You agree that the courts
located in Tel Aviv, Israel will have exclusive jurisdiction over any dispute between You and Us.
Additionally, You hereby undertake not to submit any class action against Us and to collect Your
losses only by personal action.
14.7. Unless a specific agreement is signed by You and Us, these Terms of Use constitute the entire and
only agreement between You and Us, and supersede all prior or contemporaneous agreements,
representations, warranties and understandings that relate to the subject matter hereof. In any case
that a specific agreement is signed by You and We, its provisions shall supersede the provisions of
these Terms of Use. We shall be entitled to amend and/or change these Terms of Use from time to
time as specified above, and any such change and/or amendment shall be binding on you.
You may contact our support at any time and for any issue, including questions You may have regarding
these Terms of Use, using the "Contact Us" option located at the bottom of our homepage. Currently, support
is provided only through email and during ordinary working hours.
© All rights reserved, Captain-Up.
Legal Agreement
1.1. These Terms of Use ("Terms of Use") form a legal agreement between You (including, if
applicable, any legal entity which You represent or act for) ("You") including Your Website (as
defined below) and Captain-Up Commerce Ltd. ("Us", "We", "Captain-Up" and "Our") and sets
forth the terms and conditions governing Your access to, and use of, the Captain-Up Platform (as
defined below), and/or the Captain-Up website, known as www.captainup.com (the "Site") and
receipt of the Captain-Up's Services (as defined below), including without limitation any
applications, mobile applications, software, features, content, websites, widgets on third parties'
and/or on Your websites and/or linked pages, offered from time to time by Captain-Up in
connection therewith. Please make sure You read these Terms of Use carefully along with our
Privacy Policy below (the "Privacy Policy) before using the Site or the Services. If You have any
questions, please let us know. Any reference to the Site shall include the Captain-Up Platform and
vise-versa.
1.2. By registering and/or using the Captain-Up Platform, Site or the Services (as defined below) in
any manner, You agree to be bound by these Terms of Use, as may be amended by Us from time to
time. If You do not agree to these Terms of Use, please refrain from using the Captain-Up
Planform, the Site or the Services.
1.3. The Services are intended for use by persons and entities that are of legal capacity to create a
binding legal agreement and who are not barred from receiving services under the laws of their
jurisdiction ("Legal Capacity"). Be aware that We are not and shall not be held liable for any
breach of this requirement. You must be the “Minimum Age”, as defined below. If You are a
corporation, the corporation is solvent and may enter into this agreement. Accordingly, if You are
not of Legal Capacity, You are not allowed to use the Site and/or Services.
For the purpose of this section, "Minimum Age" means (a) 18 years old for the People's Republic
of China, (b) 16 years old for the Netherlands, (c) 14 years old for the United States, Canada,
Germany, Spain, Australia and South Korea, and (d) 13 years old for all other countries. However,
if the applicable law requires that You must be older in order for Captain-Up to lawfully provide
the Services to you (including the collection, storage and use of your information), then the
Minimum Age is such older age. The Services are not for use by anyone under the age of 13.
1.4. WE RESERVE THE RIGHT TO CHANGE OR DISCONTINUE THE CAPTAIN-UP
PLATFORM, SITE OR ANY OF THE SERVICES AT ANY TIME, WITHOUT NOTICE, FOR
ANY REASON OR FOR NO REASON. WE MAY ALSO REVISE THESE TERMS OF USE
WITHOUT NOTICE AT ANY TIME AT OUR SOLE DISCRETION. YOU AGREE THAT YOUR
CONTINUED USE OF THE SITE AND SERVICES FOLLOWING SUCH MODIFICATIONS
CONSTITUTES YOUR ACCEPTANCE OF SUCH MODIFICATIONS. THEREFORE, YOU
MUST REVISIT THESE TERMS OF USE REGULARLY TO BE UPDATED OF ANY
MODIFICATION MADE.
1.5. We reserve our right to refuse provision of the Services, to anyone, for any reason or for no reason
all subject to applicable law.
1.6. All communications between You and Us shall be by electronic means. You hereby agree to
receive communications from Us in an electronic form. -2-
reating an Account
2.1. Some of Our Services are available only to registered users. In order to use such services You are
required to register using a Contact name, URL, credit number and provide access to Your website.
As part of the registration process, You grant Us access to certain information, such as information
contained in Your Website (including without limitation, pictures, content, prices, products,
categories, URL's) and information about Your end-users etc., which shall be subject to Captain-
Up's Privacy Policy.
2.2. Upon successful completion of registration, You will have an account at Captain-Up and You will
be logged-in to the Captain-Up Platform, Site and Services. From time to time, We may establish
and require additional or different means of identification and authentication for logging in to the
Site and/or Service.
2.3. We, at our sole discretion, may ask You to provide Us with additional information in order to
verify the account is Yours.
2.4. You agree that all information provided by You is accurate, full, complete and up-to-date at all
times.
2.5. You will be the sole beneficiary of any registration process and You may only use one single
account. Additionally, You may not use the accounts of others, or allow others to use Your account,
and You are solely responsible for preventing such unauthorized use of Your account.
2.6. You are solely responsible for maintaining the confidentiality of Your account (including the
username and password of Your chosen social network). You assume full and exclusive
responsibility for Your failure to maintain Your account username and password confidential, inter
alia, for conveying Your username and/or password to a third party and for all consequences
resulting therefrom. You may not transfer or share Your account with anyone, and we reserve the
right to immediately terminate your account if You do transfer or share Your account.
2.7. In the event You suspect Your account has been breached and/or have noticed
unauthorized/abnormal usage, You are obligated to inform Us immediately using the "Contact Us"
option located at the bottom of our homepage.
The Services
3.1. Captain-Up has developed an omni-channel platform (the "Captain-Up Platform"), which shall
be incorporated in Captain-Up's affiliate websites (the "Affiliate Website") and upon registration,
shall also be incorporated on Your Website ("Your Website"). Our Platform and widgets are an
easy and powerful way to keep your end-users motivated (e.g. by: (i) allowing You to showcase
the top users in Your application based on the number of points they earned in a particular time
period; (ii) showing all the recent activities of end-users on Your site; (iii) such other promotional
features (like pages, watch videos, tweet about Your posts, and so on); (iv) floating box, or orb on
mobile, which shows a glimpse of the end-user’s profile and prompts them to interact and explore
("Services").
3.2. By using the Captain-Up Platform on Your Website You will receive certain services, including but
not limited to: (i) allowing your end-users receive the Services, (ii) award Your end-users with
certain perks (if applicable, "Your Website Perks"); and received certain up to date information
regarding your end-users in the scope and manner as shall be provided by us from time to time.
3.3. Please note, Captain-Up shall not be liable nor take any responsibility regarding any engagement
with any end-user through Your Website and/or any other complaint You may have regarding the
Services in Your Website and/or any of Your Website Perks and/or any Affiliate Website. Please
contact the applicable end-user whom in such regard.
Use of the Services and Content Policy
4.1. Please keep in mind that when You use the Captain-Up Platform, Site and/or Services, You may be
able to gain access to information and materials created by others, including any data, text,
information, graphics, photos, profiles, audio clips and videos, links and any application- 3 -
(collectively, "Content"). Therefore, You agree not to revise Content created by others, and not to
create, post or use any Content in any manner which may infringe the copyright, trademark, trade
secret, or other intellectual property or other proprietary right of others; violate the privacy,
publicity, confidentially or other rights of third parties; be discriminatory, defamatory, obscene,
threatening, abusive, sexually degrading or hateful, as determined by Us in our sole discretion; or
be false or inaccurate, as well as be unauthorized and/or illegal under any applicable law. We may,
at our sole discretion, terminate accounts or remove Content from the Site and/or from any of our
Services if We determine or suspect that those accounts or Content violate these Terms of Use.
Additionally, You hereby acknowledge that violation of these terms of use may lead to legal
proceedings against You by Us or by the person whose rights were violated.
4.2. You may not harass or intimidate any other users of the Captain-Up Platform, Site and/or the
Services.
4.3. You may not submit any unwanted e-mail, spam or comments to any of the members of the
Captain-Up Platform, Site and/or the Services.
4.4. You may not transmit via the Captain-Up Platform, Site and/or the Services any virus, worm,
Trojan horse or any other potentially malicious code.
4.5. You may not crawl, scrape, or otherwise cache any Content from the Captain-Up Platform, Site
and/or the Services, without our prior written consent.
4.6. You agree to be held solely responsible and solely liable for anything that occurs in Your account
and any activity in Your account.
4.7. Content Liability: You hereby declare that, other than specific Content provided by Us, You are
the sole owner or the exclusively licensed of any and all content You process through the Captain-
Up Platform, Site, Your Website, and/or Services and that no other third party's rights were
breached or infringed in the course of Your actions. Additionally, You hereby declare that no claim,
litigation or demand was filed against You, or threatened, in respect of content.
4.8. For the protection of Your rights, other users' rights, third parties' rights and the verification that no
third party's rights were infringed, We provide a Notice & Remove process:
4.8.1. Filtering: You hereby acknowledge that We have the right, but not the obligation, to filter
any and all submitted content through Our Services. Additionally, You hereby acknowledge
that We may refuse to share and/or publish any users content submitted to the Captain-Up
Platform, Site, Your Website and/or Services. You hereby agree that We will have the right
to remove any content which infringes these terms of use or its legality is questionable. You
agree to be held solely responsible and solely liable for anything that occurs in Your
account and any activity in Your account and/or Your Website, including without limitation,
for any Content being uploaded in Your account and/or Your Website.
4.8.2. Disclosure of information: We have the right (but not the obligation) to disclose, at our
sole discretion, any information as necessary or appropriate to satisfy any law, regulation or
other governmental request, to operate the Services properly, to enforce this Terms of Use,
to respond to third parties claims regarding an infringement of their rights, or to protect
ourselves or our subscribers.
4.8.3. Request to remove content: We value Your rights and the rights of third parties.
Therefore, We shall obey any legal order in connection with the rights of third parties. If
You find any content to be infringing Your rights, harms Your good name or reputation
and/or Your intellectual property, please file a complaint using the "Contact Us" option
located at the bottom of our homepage.
4.9. You agree that information and opinions in Content created by third parties represent solely the
thought of the author and are neither endorsed by Us or reflect our beliefs. You acknowledge that
You may be exposed to certain Content which may violate our policies or otherwise be offensive to
You. -4-
4.10. You agree that You use the Site and Services at Your own risk. While We prohibit any misuse of
the Captain-Up Platform, Site and/or Services, We take no responsibility for Your exposure to
Content on the Site whether it violates our content policies, Terms of Use and Privacy Policy or
not.
4.11. In using the Site and/or the Services You agree not to violate any applicable laws in Your
jurisdiction (including but not limited to any copyright laws).
Cookies
Like many websites, We use “cookies” to collect information. A cookie is a small data file that We
transfer to Your computer’s or device’s hard disk for record-keeping purposes. We use cookies for two
purposes. First, We utilize persistent cookies to save Your registration ID, login password and other
information for future logins to the Captain-Up Platform Site and Services. Second, we utilize session
ID cookies to enable certain features of the Services, to better understand how you interact with the
Services, use the Services and to monitor aggregate usage by Our Users. Unlike persistent cookies,
session cookies are deleted from Your computer or device when you log off from the Your Website, the
Site and/or Services and then close Your browser. You can instruct Your browser, by changing its
options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you
visit. If you do not accept cookies, however, You may not be able to use all portions of Your Website,
the Site or all functionality of the Site and/or Services.
Using Third Party Services
6.1. The Captain-Up Platform and Services are incorporated in Affiliate Websites and upon your
registration, on Your Website. Such Affiliate Websites and/or Your Website may provide You with
links or referrals to third party sites and/or services and/or applications which may include
information, documents, software, materials and/or services by other parties. The Affiliate
Websites and/or third party sites and/or Your Website may contain information or material that
some people may find inappropriate or offensive. The Affiliate Websites, these other sites and
parties and Your Website are not under Our control and the use of any website and/or third party
sites and/or services is made solely at Your own risk. We will not be responsible for, and do not
endorse, any third party content, sites or services, including without limitation, products, tests,
studies, procedures, services, opinions, or websites accessed or mentioned on the Captain-Up
Platform Site and/or through the Services. You acknowledge that Captain-Up is not responsible for
such third party services or content including inter alia, accuracy, copyright compliance, legality,
decency.
6.2. For the avoidance of doubt, Captain-Up shall not be liable nor responsible for the quality of the
product You sold or any other complaint You may have regarding the selling process made through
Your Website and/or through a third party's site or service. Please contact such applicable party
directly in regard to such matters.
Termination
We reserve the right to suspend or terminate Your account and/or Your access and use of the Captain-Up
Platform, Site and/or the Services, at our sole discretion and without any prior notice, for any reason,
including without limitation, should You fail to meet the requirements set forth in these Terms of Use. If
You wish to terminate Your account, You may do so by notifying Us, at any time and request the
termination of Your account. Your request will be answered within 14 business days. The provisions of
these Terms of Use shall survive any termination or expiration thereof, including without limitation, the
warranty disclaimers, limitation of liability and indemnity provisions.
Fees for Our Services
8.1. Please review Our Services packages and its pricing set forth in the Site. Your fee shall be charged
pursuant to Your choice of package ("Your Fee"). Your Fee shall charge your registered credit on a
monthly basis. We may include a "free trial" Package for a limited period. Please note, We reserve
the right to terminate such "free trial" package and/or change its scope of services and/or
conditions. -5-
8.2. PAYMENTS ARE NON-REFUNDABLE. THERE WILL BE NO REFUNDS OR CREDITS FOR
PARTIAL MONTHS OF SERVICE, UPGRADE/DOWNGRADE REFUNDS, OR REFUNDS
FOR MONTHS UNUSED WITH AN OPEN ACCOUNT.
8.3. All Your Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You
shall be responsible for payment of all such taxes, levies, or duties.
8.4. You acknowledge and agree that any credit card and related billing and payment information that
You provide to Us may be shared by Us with companies who work on Our behalf, such as payment
processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to
Us and servicing Your account.
8.5. We may change our fees and payment policies for the Our Service by notifying You at least thirty
(30) days before the beginning of the billing cycle in which such change will take effect and bind
You.
Licensee’s Warranties and Obligations
9.1. Representations and Undertakings by You. By using Our Services and accepting the terms and
conditions set forth in the License Agreement between You and the Company (the "License
Agreement"), You hereby represent, warrant and agree that (i) You have the power and authority
to enter into a License Agreement and, to the best of Your knowledge, it is not subject to any
agreements that conflict with Your undertakings hereunder; (ii) You exclusively own, or is the
licensee of the Content and the Intellectual Property Rights therein, and has and shall maintain
throughout the Term (as defined in the License Agreement) the full legal rights and authority to
grant the license to the Company as provided in Section 4 of the License Agreement; (iii) the
Content and the distribution thereof, as well as the storage, transmission, retransmission and/or any
use authorized hereunder by the Company or anyone on its behalf, shall not violate or infringe any
Intellectual Property Rights or right of publicity or privacy of any third party; (iv) the Content,
does not and shall not contain violent, obscene, discriminatory and/or otherwise unlawful
materials; and (v) You shall not use the Company's Services to distribute malicious content,
spyware, cause of security breaches, Trojans or the like. (vi) You shall comply with all laws and
regulations applicable to Your business and use of Content including without limitation data
protection, anti-SPAM and privacy laws and regulations. You further undertake to fully comply
with any terms and conditions imposed by cloud services providers, to the extent applicable. (vii)
You shall be solely responsible to back up any Content on Licensee’s Domain.
9.2. Indemnity. Notwithstanding with Section 13 below, You shall be solely responsible for any use of
Content by You and/or Your users. UNDER NO CIRCUMSTANCES WHATSOEVER WILL THE
COMPANY BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, WITHOUT
LIMITATION, FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY
INFRINGEMENT OF THIRD PARTY'S RIGHT, LOSS OR DAMAGE OF ANY KIND
INCURRED AS A RESULT OF THE USE OF THE CONTENT. You shall indemnify, defend, and
hold harmless the Company and its directors, officers, and employees from and against all finally
awarded costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal
expenses, arising from a third-party claim based on Your breach of any of Your warranties and/or
obligations set forth in Sections 8.1 and 8.2 of the License Agreement in connection with the
Content upon first request by US. As a condition to the defense and indemnity set forth above, The
Company shall give You a prompt notice of any such claim made against You and shall grant You
sole control of the defense of any such claim, suit or proceeding, including appeals, negotiations
and any settlement or compromise thereof.
Privacy Policy
10.1. Privacy and confidentiality are at the heart of the Services. We treat personal information acquired
from You seriously. Additionally, We understand the importance of maintaining the confidentiality
of any information stored about You and Your Website while using the Captain-Up Platform, Site
and/or Services. We respect Your privacy, and the reason We prepared this privacy policy is to
inform You regarding Your rights. We will not disclose Your private information or share Your- 6 -
contact details without Your consent. Notwithstanding, We are obliged to follow local rules if We
are required to do so.
10.2. In order to serve you, we may share Your Website's information and non-identifiable information
with our Affiliates. The Affiliates' use of information is limited to these purposes, and subject to
agreement that require them to keep information confidential. Our Affiliates provide assurance that
they safeguard the data they hold on our behalf.
10.3. We may store identifying personal information which You supply Us, including Your (or Your
company) name, email address, country Your social networks accounts, telephone number,
personal information of your end-users and other personal information which may be provided by
You. We may share personal identifiable information with our trusted Affiliates in order to provide
you with relevant advertising, offers and/or services.
10.4. We may also store non-identifying personal information (including without limitation, information
contain in Your Website such as pictures, content, prices, products, categories, URL's) and
information about your end-users which may be used by the Captain-Up Platform, Site and/or
Services, as well as Your IP address, Your approximate location, versions of Your operating
systems, dates You used the Service, the usage of Our widgets by Your end-users, etc, which does
neither identifies You nor your end-users and was provided to Us through Your use of the Captain-
Up Platform, Site, Your Website and/or Services.
10.5. We use Your personal information in order to supply You with the Services, and We may use Your
personal information in order to improve the Captain-Up Platform, Site and/or Services and
examine additional features.
10.6. We use high standard security measures to secure Your personal information. Therefore, parts of
Your personal information may be encrypted.
10.7. Our employees and agents will have access to the information. We may disclose information if
required by competent law enforcement authority according to a court order or other legal
provision.
10.8. Please be informed that We use several third party services to provide the Services. Please take
time and read their Use Privacy Policies.
10.9. You may contact Us using the "Contact Us" option located at the bottom of our homepage and
request to browse, review and/or remove information about You or parts of it. In case You feel
Your privacy was violated in any way, please contact Us immediately using the "Contact Us"
option located at the bottom of our homepage, and We will examine Your complaint.
No Warranty
11.1. The Captain-Up Platform, Site and the Services are provided "as is", without warranty of any kind,
either express or implied. Without limiting the foregoing, We explicitly disclaim all warranties,
express or implied, regarding the Site and the Services, including any implied warranty of quality,
availability, merchantability, fitness for a particular purpose or non-infringement, and any
warranties arising out of course of dealing or usage of any trade, including without limitation to
the Captain-Up Platform, Site and/or the Services being free from defect or any virus, worm,
Trojan horse or any other potentially malicious code. YOU HEREBY RELEASE US FROM ANY
DAMAGES, CLAIMS OR OTHER CAUSE OF ACTION RELATED IN ANY WAY, DIRECTLY
OR INDIRECTLY, TO THE CAPTAIN-UP PLATFORM, SITE AND SERVICES. WE MAKE NO
WARRANTY THAT THE CAPTAIN-UP PLATFORM SITE AND/OR THE SERVICES WILL
MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE,
OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF
THE CAPTAIN-UP PLATFORM SITE AND/OR THE SERVICES, OR TO THE ACCURACY,
TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT
OBTAINED THEREBY. THE ABOVE SHALL ALSO APPLY TO ANY INFORMATION YOU
MAY RECEIVE FROM US OR THROUGH US AT ANY TIME. -7-
11.2. The Captain-Up Platform, Site and Services, as well as Your Content, may become unavailable, in
whole or in part, due to technical failure, maintenance and upgrade works, as well as upon our sole
discretion or otherwise. Additionally, You hereby declare and acknowledge that the Service is in
beta phase and is still under development. We will not be held liable, under any circumstances, for
the loss of any Content. You are strongly recommended to backup any of Your own data and
Content which You are entitled to backup.
11.3. Without derogating from the above, You hereby acknowledge and agree that in providing the
Services and operation of the Site, We may rely from time to time on services provided by third
parties, including, but not limited to, data network providers, hosting services providers, clearing
services providers, etc. Any action may be temporarily refused, limited, interrupted, or curtailed
due to government regulations or orders, network modifications, repairs, and upgrades or banking,
financial institution or other similar bodies. WE ARE NOT, AND SHALL NOT BE, OBLIGED
TO PROVIDE THE SERVICES WHERE SUCH FACTORS PREVENT IT. YOU AGREE THAT
WE SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR BUSINESS
INTERRUPTIONS SUSTAINED AS A RESULT OF INTERRUPTIONS CAUSED BY DATA
NETWORK PROVIDERS OR ANY OTHER THIRD-PARTY PROVIDER.
11.4. You are solely and exclusively responsible for all Your communications and interactions with Us
or with any person or entity with whom You may communicate, interact or engage as a result of
Your use of the Captain-Up Platform, Site, Your Website and/or the Services. You agree and
confirm that We do not, and do not intend to, make any inquiries of any person or entity or verify
the information any person or entity submits or provides while using the Captain-Up Platform, Site
Your Website and/or the Services. You agree to take precautions in all communications and
interactions with any person or entity whether made on-line or off-line.
11.5. Through the use of the Captain-Up Platform, Site, Your Website and/or Our Services, You may
have the opportunity to engage in commercial transactions with other users and/or third parties.
You acknowledge that all transactions relating to any merchandise or services offered by You to
such party, including but not limited to purchase terms, payment terms, warranties, guarantees,
maintenance and further terms in connection with such transaction, are agreed to solely between
You and the buyer of such merchandize and services. WE MAKE NO WARRANTY
REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH
THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE
CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED
IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION
AVAILABLE ON OR THROUGH THE CAPTAIN-UP PLATFORM, SITE FROM A THIRD
PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY CAPTAIN-UP.
Limitation of Liability
12.1. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY DAMAGE, WHETHER DIRECT, INDIRECT OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY,
SPECIAL, OR PUNITIVE DAMAGES, AND INCLUDING FURTHER, DAMAGES WHICH
MAY ARISE IN CONNECTION WITH THE SITE, YOUR WEBSITE, SERVICES OR THESE
TERMS OF USE, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOSS OF
PROFITS, DATA, EMPLOYMENT OPPORTUNITIES, FROM BUSINESS INTERRUPTIONS,
OR FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE
CAPTAIN-UP PLATFORM, YOUR WEBSITE SERVICES AND/OR THE SITE. WE SHALL
NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY TRANSACTION OR
ENGAGEMENT BETWEEN YOU AND ANY THIRD PARTY OR YOUR END-USERS OR
FOR ANY INFORMATION PROVIDED BY YOU OR ANY THIRD PARTY OR ANY OF
YOUR END-USERS. IN NO EVENT WILL WE BE LIABLE TO YOU, TO ANY OF OUR
AFFILIATES, YOUR END-USERS OR ANY THIRD PARTY IN CONNECTION WITH ANY
ACT OR OMISSION. WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY
AND/OR AFFILIATE'S AND/OR YOUR END-USERS' GOODS AND SERVICES OFFERED- 8 -
THROUGH THE CAPTAIN-UP PLATFORM, SITE, YOUR WEBSITE OR USING OUR
SERVICES INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
12.2. YOU HEREBY EXPRESSLY AGREE THAT WE SHALL HAVE THE RIGHT, AT ANY TIME
AND AT OUR SOLE DISCRETION, TO TAKE ANY ACTION TO MONITOR ANY
INTERACTION OR ENGAGEMENT RESULTING FROM THE USE OF THE SITE, YOUR
WEBSITE OR THE SERVICES BY YOU AND ANY THIRD PARTY. TO THE FULL EXTENT
PERMITTED BY LAW, YOU HEREBY RELEASE US FROM ANY CLAIMS OR LIABILITY
RELATING IN ANY WAY THERETO.
12.3. THE PROVISIONS OF THIS SECTION 12 SHALL APPLY REGARDLESS OF THE NATURE
OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY
OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WE ARE ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
12.4. YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION
WITH THESE TERMS OF USE IS TO DISCONTINUE USING THE CAPTAIN-UP
PLATFORM, SITE AND SERVICES. IN THE EVENT THAT A COURT HAVING
JURISDICTION SHALL DETERMINE THAT THE PRECEDING SENTENCE IS
UNENFORCEABLE, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN
CONNECTION WITH THESE TERMS OF USE WILL NOT EXCEED THE AMOUNTS
ACTUALLY PAID BY YOU FOR THE SERVICES PROVIDED HEREUNDER.
Indemnity
You shall defend, indemnify, and hold Us harmless, Our Affiliates and each of its and its affiliates’
employees, contractors, directors, suppliers and representatives from all claims, actions, proceedings,
losses, damages, liabilities, costs and expenses, including reasonable legal fees, that arise from or relate
to (i) Your access, use or misuse of the Captain-Up Platform, the Site and/or the Service, or (ii) Your
violation of these Terms of Use or any applicable law, contract, policy, regulation or other obligation (iii)
Your publishing of Content which infringes our Content policy, including a false statement and/or
Content that You submit and/or upload onto the Services or the placement or transmission of any
message, information, software or other materials through the Services by You or any users of Your
account (iv) any complaint, claim or message which was malicious and/or neglectful against any user, in
which You did not have the right to submit such complaint, claim or message. We reserve the right to
assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in
which event You will assist and fully cooperate with Us in connection therewith. For the avoidance of
doubt, claims and/or proceedings shall include Copyright and/or Trademark's infringements, patents
misuse or any other misuse by You in contrast to these Terms of Use.
Confidentiality and Security
14.1. You represent and warrant that:
14.1.1. You own the Content posted by You, on Your Website or through our Site and Services or
otherwise have the right to grant the license set forth in this Section;
14.1.2. The displaying, posting or publishing and use of Your Content on or our Site, Your Website
and Services does not violate the privacy rights, publicity rights, copyrights, contract
rights, intellectual property rights or any other rights of any person and/or entity;
14.1.3. The displaying, posting or publishing of Your Content on the Captain-Up Platform, Your
Website, the Site and/or through the Services does not result in a breach of contract
between You and a third party; and
14.1.4. If applicable, You agree to pay for all royalties, fees, and any other form of compensation
owing any person and/or entity by reason of Content You post on or through the Captain-
Up Platform, Your Website, the Site and Services.
14.2. Please note: Our Services may contain Content which belongs to Us and/or to any affiliate, ("Our
Content"). Our Content is protected by copyright, trademark, patent, trade secret and other laws -9-
protecting proprietary rights, and We own and retain all rights in Our Content and our Services. We
hereby grant You a limited, revocable, non-sub-licensable license to reproduce and display Our
Content (excluding any software code) solely for Your personal use and in connection with
viewing the Site and using our Services, provided You fully meet these Terms of Use and subject
to our sole discretion.
14.3. Our Services may also contain Content of users and our licensors We may be engaging with.
Except as provided within these Terms of Use, You may not copy, modify, omit, translate, publish,
broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through our
the Captain-Up Platform, Site, and Services, without our prior written consent.
14.4. You acknowledge and agree that We and our licensors (as applicable) retain sole, full and
exclusive ownership of all intellectual property rights of any kind related to the Captain-Up
Platform, Site and the Services, including copyrights, trademarks and other proprietary rights
("Intellectual Property Rights"). No license is granted hereunder to any Intellectual Property
Rights. Captain-Up, "www.captainup.com" and other names that are mentioned on the Site or
provided as part of the Services may be trademarks of their respective owners. We reserve all
rights that are not expressly granted to You hereunder.
14.5. If You believe that Your work has been used in a way that constitutes copyright infringement by
users of the Captain-Up Platform, Site or Services (in their capacity as such), please provide Us all
information pertaining thereto as soon as possible. We reserve the right, but not the obligation, to
ask You for any further information as We deem appropriate.
Feedback and Complaints
15.1. We welcome and encourage You to provide feedback, comments, complaints and suggestions for
improvements to the Services ("Feedback"). You may submit Feedback by using the "Contact Us"
option located at the bottom of our homepage. You hereby acknowledge and agree that all
Feedback will be solely and exclusively our property and You hereby irrevocably assign to Us all
right, title, and interest that You may have in and to all Feedback, including without limitation all
worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual
property rights therein.
15.2. When submitting a complaint, You must also provide Us with:
15.2.1. Written statement regarding the Content which You find as infringing Your rights, and a
proof that You are the holder of these rights.
15.2.2. The Content's exact URL.
15.2.3. A statement in which You declare that You believe that the use of the Content is not fair
use, criticism, consumer protest or any other protected expression.
15.3. Following Your complaint to remove specific content, and as soon as possible, We will forward the
Content to "suspended" status, and examine Your complaint. if a legal claim or factual dispute will
arise, We will remove the content or provide You with details for further care.
General Terms
16.1. These Terms of Use do not create any partnership, employment, agency or other relationship not
herein specifically and explicitly agreed. There are no third-party beneficiaries of these Terms of
Use.
16.2. You may not assign Your rights under these Terms of Use, in whole or in part, to any third party
without our prior written consent, and any attempt by You to do so will be null and void.
16.3. We may transfer and/or assign Our rights and obligations under these Terms of Use in any case
there is a change in control and/or ownership and/or of the company, including the selling and/or
assigning of equity ownership or of the Service to any third party. -10-
16.4. Should any part of these Terms of Use be held invalid or unenforceable, that portion will be
construed consistent with applicable law and the remaining portions will remain in full force and
effect.
16.5. Failure by Us to enforce any provision of these Terms of Use will not be considered a waiver of
the right to enforce such provision. Our rights hereunder will survive any termination or expiration
of these Terms of Use.
16.6. These Terms of Use will be governed by the laws of the State of Israel. You agree that the courts
located in Tel Aviv, Israel will have exclusive jurisdiction over any dispute between You and Us.
16.7. Unless a specific agreement is signed by You and Us, these Terms of Use constitute the entire and
only agreement between You and Us, and supersede all prior or contemporaneous agreements,
representations, warranties and understandings that relate to the subject matter hereof. In any case
that a specific agreement is signed by You and We, its provisions shall supersede the provisions of
these Terms of Use. We shall be entitled to amend and/or change these Terms of Use from time to
time as specified above, and any such change and/or amendment shall be binding on you.
You may contact our support at any time and for any issue, including questions You may have regarding
these Terms of Use, using the "Contact Us" option located at the bottom of our homepage. Currently, support
is provided only through email and during ordinary working hours.
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