Minute IO Terms of Service
These Terms of Service (“Terms“) are entered by and between Minute Spoteam Ltd. (“Minute“) and the customer identified on the Price Proposal referencing these Terms (“Customer” and “Price Proposal“, respectively), as of the Effective Date set forth on the Price Proposal. These Terms, together with the Price Proposal and the Data Processing Agreement attached thereto (collectively, the “Agreement“) set forth the terms under which Minute will provide Customer with: (i) the services indicated on the Price Proposal (“Services“) and, if indicated on the Price Proposal, (ii) advertising inventory (“Advertising Inventory“).
In the event of a conflict between the Price Proposal and these Terms, the provisions of the Price Proposal shall prevail to the extent of such conflict.
- Services. During the Term (as defined below) and subject to the terms and conditions of this Agreement, Minute shall provide Customer with the Services on a non-exclusive basis solely for Customer’s internal businesses uses. In order to use the Services, Minute shall provide Customer software scripts that will allow Customer to implement the Services on its website (“Implementing Code“). Minute hereby grants to Customer a non-exclusive, worldwide, royalty-free license to use the Implementing Code solely in order to receive the Services. The Implementing Code may not be used, to access or otherwise interact with the Services following termination of this Agreement.
- Advertising Inventory. If indicated in the Price Proposal, Minute shall provide Advertising Inventory and serve the Advertising Inventory on Customer’s behalf within the videos on which the Services is being provided. Customer hereby authorizes Minute to enter into agreements with advertisers and/or advertising networks as its agent for the purpose of serving the Advertising Inventory.
2. Restrictions. Customer shall not and shall not allow any of its personnel or any third party to (attempt) to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Services; (b) circumvent, disable, or otherwise interfere with features of the Services related to security or access; (c) use any robot, spider, search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services. Except as expressly permitted herein, Customer may not and may not allow any third party to copy, modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell, further develop, download, or otherwise use the Services or any content thereon in any manner not permitted by this Agreement. Customer will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services. In no event shall Customer request that Advertising Inventory be served or displayed to individuals visiting Domains in the European Union (“EU”).
- Fee for Services. In consideration of provision of the Services, Customer shall pay Minute in accordance with the pricing schedule included in the Price Proposal(“Fees“). In the event that Customer shall not pay the Fees in accordance with the terms hereof, Minute shall have the right to suspend all or part of the Services.
- Revenue Share for Advertising Inventory. To the extent Advertising Inventory is being provided to Customer in connection with this Agreement, Minute shall pay to Customer, a portion of the Net Revenues (as defined below) actually received by Minute in respect of Advertising Inventory served on Customer’s Domain (“Revenue Share“) in accordance with the percentage indicated on the Price Proposal.
- “Net Revenues” shall mean any amounts actually received by Minute in respect of Advertising Inventory served on Customer’s Domain, minus (i) any and all costs, refunds, chargebacks, credits, discounts etc. that there may be with respect to all such Advertising Inventory; (ii) any applicable taxes or other governmental charges.
- The Revenue Share shall be based on reports provided by Minute to Customer within 30 (thirty) days of the end of each month in respect of Net Revenues actually received by Minute in the previous month (“Reports“). The parties hereby agree that the Reports shall be considered accurate and final.
- Payment Terms and Offset. The Fees and Revenue Share shall be payable in the currency and in accordance with the payment terms set forth in the Price Proposal. The parties agree that any Revenue Share payable by Minute to Customer may be offset by Minute against any Fees payable by Customer to Minute. In the event that the total aggregate amount of the Revenue Share is less than US $1,000 (one thousand US dollars), the Revenue Share amount shall not be paid in respect of that month but such amount shall, instead, roll over and be paid together with the next month in which the total Revenue Share payable exceeds US$1,000. Additionally, the parties agree that in no event shall Minute make any Revenue Share payments that are less than US$1,000. Prior email approval is required if Customer plans to offset Fees it is required to pay to Minute against Revenue Share payable by Minute to Customer.
- Taxes. All amounts payable hereunder are exclusive of all applicable VAT, taxes and government charges, and Customer shall make payment to Minute without deduction for and free and clear of any such amounts. Late payments shall bear interest at the rate of 12% per annum.
4. Representations and Warranties.
- Mutual Representations. Each party hereto represents and warrants that (a) it is a duly organized and in good standing under the laws of the jurisdiction of its organization; (b) has all requisite power and authority (corporate or otherwise) to execute, deliver and perform its obligations under this Agreement; and (c) its execution and performance of this Agreement does not conflict with any contractual obligations it has to any third party or legal requirement.
- Minute Representations. Minute further represents and warrants that it will use commercially reasonable efforts to provide the Services faithfully, diligently, and with skill and ability in accordance with industry standard.
- Customer Representations. Customer further represents and warrants that (a) it has all right, license and consent required to provide Minute with the Customer Materials (as defined below) and to allow it to serve Advertising Inventory on its Domains (to the extent applicable); (b) Domains on which Advertising Inventory is to be served and any materials provided by Customer, including in the Customer Materials do not and will not infringe the intellectual property, privacy, publicity or moral rights of any third party and Minute’s use thereof in accordance with the terms of this Agreement does not and will not infringe upon any third party’s right; (c) Domains on which Advertising Inventory is to be served do not post, store, transmit, offer, or solicits anything that contains the following, or contains links to the following: (i) offensive material (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (ii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (iii) pornography or obscene material, (iv) any virus, worm, trojan horse, or other harmful or disruptive component, or (v) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive; (d) it shall at all times use the Services in compliance with applicable law; (e) it has provided all adequate notice as required by applicable law, and has and shall maintain throughout the Term all necessary rights and consents from users and visitors to its Domains, required under applicable law to provide Personal Data (as defined below) to Minute in order to allow it to provide the Services and, to the extent applicable, serve Advertising Inventory, as contemplated hereunder; and (f) it shall ensure that a record of such consents is maintained, as required under applicable law.
5. Data and Privacy. With respect to Personal Data (as defined in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR“)) relating to visitors to Customer’s Domains that is collected in the context of provision of Services, Customer shall be considered a Controller (as defined in the GDPR) of such Personal Data and Minute shall be considered a processor. The parties shall enter into the Data Processing Agreement attached to the Price Proposal (“DPA“), which shall relate to Personal Data collected and processed in the context of provision of the Services. It is agreed that in no event shall Customer request that Advertising Inventory be served and/or in no event shall Customer serve Advertising Inventory to Domains with visitors and/or users in the EU and in no event shall Customer provide Minute with access to any Personal Data of individuals in the EU except where explicitly agreed and in accordance with applicable law and the DPA.
6. Intellectual Property.
- Minute IP. Minute and its licensors, as the case may be, is the sole and exclusive owner of all right, title and interest in the Services, and all technology and software and algorithms used to provide the Services, including the Implementing Code, as well as well as in all modifications, enhancements, and updates thereto and all worldwide intellectual property rights, and the trademarks, service marks, and logos contained therein whether registered and unregistered. Nothing in this Agreement grants Customer any right to use any trademark, service mark, logo, or trade name of Minute or any third party. Nothing in this Agreement shall be interpreted to provide Customer with any rights in the Services or Implementing Code except the limited right to use the Implementing Code and to receive the Services subject to the terms and conditions hereof. If Customer provides Minute with any feedback regarding the Services, Minute may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
- Customer Materials. Customer is and will be the exclusive owner of all materials provided by Customer to Minute for the purpose of the Services, including any textual, pictorial, video or audio content and including Customer’s Domains (“Customer Materials“), including all intellectual property rights therein and, except for the limited license granted in Section 7.3, nothing in this Agreement grants Minute any rights in or to any Customer Materials.
- Limited License. Customer hereby grants to Minute and its successors and assignees a non-exclusive, royalty-free, transferrable, worldwide, fully-paid up license under any of Customer’s intellectual properly, moral, or privacy rights to process Customer Materials and Personal Data of visitors to Domains as necessary to provide the Services. Customer agrees that, notwithstanding anything to the contrary in the Agreement, Minute will have the right to use Aggregate/Anonymous Data (as defined below) collected through the Services for any internal analytical business purpose during or after the Term (including without limitation to develop and improve Minute’s products and services and to create reports and other materials for internal distribution). “Aggregate/Anonymous Data” means (i) data that does not contain any Personal Data and cannot be linked to any Personal Data and which cannot be used to directly or indirectly identify Customer or visitors to its website; and (ii) anonymous logs and data regarding use of the Services, collected in a form that cannot be reverse engineered to identify Customer, its personnel or visitors to its website.
- Customer hereby grants Minute the right to list the Customer-branded properties in pitch materials to prospective clients, to report such Customer-branded properties as being associated with Minute, and to use Customer’s trademarks and logos and images of the Customer-branded properties in connection with exercising the foregoing right.
7. Confidential Information.
- Confidential Information. Each party (each, a “Recipient“) may have access to certain non-public or proprietary information of the other party (each, a “Disclosing Party“) including any technical or non-technical information related to the other party’s business and current, future and proposed products, services, and (prospective) customers in each case whether or not specifically designated as “confidential” or “proprietary” (“Confidential Information“). The terms of the Agreement shall be considered the Confidential Information of Minute.
- Nondisclosure Obligations. Except as permitted herein, Recipient may not use, disseminate, or in any way disclose the Confidential Information except for purposes of providing or receiving the Services or in furtherance of the relationship of the parties hereunder. Recipient may use the Confidential Information solely for the purposes set out in this Agreement. Recipient shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information but in any event with a high degree of care. Recipient shall disclose Confidential Information only to those of its employees who have a need to know the information in order for Recipient to perform its obligations under this Agreement and which are bound by non-disclosure and non-use obligations no less restrictive than those set out herein. The obligations set forth in this section shall survive termination of this Agreement for any reason.
- Exclusions. Recipient’s obligations hereunder do not apply to any Confidential Information that Recipient can demonstrate by written records (a) was in the public domain at or subsequent to the time the Confidential Information and was received by Recipient through no act or omission of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Recipient by Disclosing Party; or (c) was independently developed by Recipient without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by Recipient in response to a law, regulation, or governmental or judicial order (“Order“) will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Recipient, to the extent permitted by such Order (a) provides prompt prior written notice thereof to Disclosing Party of such Order; (b) reasonably cooperates with Disclosing Party in opposing such disclosure, (c) only discloses to extent required by such Order.
- Indemnification by Customer. Customer shall indemnify, defend and hold harmless Minute (and its officers, directors, employees and agents, successors and assign) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) that Minute may suffer or incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising from or relating to (i) any breach of this Agreement by Customer or anyone on its behalf, including, without limitation breach of any representations and warranties; (ii) use or misuse of the Services or Implementing Code; or (iii) infringement of a third party’s intellectual property or other rights, including but not limited to materials included in the Customer Materials. Customer may not settle or compromise such suit without the written consent of Minute. Minute may be represented in any such suit by counsel of its own choosing at its own expense.
- Indemnification by Minute. Minute shall defend, indemnify and hold harmless Customer (and its officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) that Customer may suffer or incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising from or relating to a claim that the Services, as delivered, infringes any patent or copyright or misappropriates any trade secret, provided however, that Minute shall have no responsibility or liability for any claim to the extent resulting from or arising out of (a) the use of the Services not in compliance with this Agreement or applicable law; (b) the combination of the Services with any services not provided by Minute; (c) the modification of the Services by any party other than Minute; or (d) the use of any version of the Implementing Code that is not the most up-to-date version. Customer may not settle or compromise such suit without the written consent of Minute. Minute may be represented in any such suit by counsel of its own choosing at its own expense.
9. DISCLAIMER OF WARRANTY. THE SERVICES AND THE ADVERTISING INVENTORY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, MINUTE EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS IN RESPECT OF THE SERVICES INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT ADVERTISING INVENTORY IS PROVIDED BY A THIRD PARTY AND THAT MINUTE MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT THERETO.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL MINUTE OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONSULTANTS HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES, ADVERTISING INVENTORY, OR THE ARRANGEMENTS CONTEMPLATED HEREIN, INCLUDING IN RESPECT OF LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR LOST DATA. MINUTE’S MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT AND/OR UNDER ANY CAUSE OF ACTION IS LIMITED TO THE FEES ACTUALLY RECEIVED BY MINUTE FROM THE CUSTOMER IN RESPECT OF THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR CAUSE OF ACTION.
11. TERM; TERMINATION.
- This Agreement will be in effect as of the Effective Date and shall continue in full force and effect for a period of 12 months (“Initial Term“) and shall renew automatically for successive periods of 12 months (each, a “Renewal Term” and together with the Initial Term, the “Term“) until terminated by either party in accordance with the provisions hereof.
- Either party may terminate this Agreement for any reason and without the obligation to provide any reason, upon a prior notice of 60 days.
- Notwithstanding the above, this Agreement may be terminated as follows: (i) either party may terminate this Agreement by providing seven (7) days prior written notice, in the case of breach by either party; (ii), either party may terminate this Agreement with immediate effect upon written notice, in the event the other party: (i) makes a general assignment for the benefit of its creditors; (ii) applies for, consents to, or acquiesces to the appointment of a receiver, trustee, custodian, or liquidator for its business or assets; (iii) files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws.
- In the event of any termination for whatever reason, Customer shall have no further access to the Services.
- Sections 2, 4-10, and 12 shall survive the expiration or termination of this Agreement for any reason.
12. General Provisions.
- This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all other agreements or understandings between the parties regarding such matters.
- Minute may amend these Terms and the DPA attached hereto from time to time and shall provide written notice of such amendment to Customer by posting the amended version on this webpage, by providing notice through Customer’s dashboard, and/or via email. Any amendment shall be effective seven (7) days following the provision of a notice. In the event that Customer does not agree to such amendment, Customer may terminate the Agreement by providing seven (7) days’ advanced written notice of termination. Sections 11.4 and 11.5 shall apply in the event of such termination.
- Neither party will be liable for any default or delay in its performance of its obligations under this Agreement to the extent caused by, and only for the duration of, a natural disaster, act of God, act of war or terrorism, riot, third-party labor strike, pandemic or other similar occurrence beyond its reasonable control provided that the affected party make all reasonable efforts to comply with its obligations despite the occurrence. The party affected by any such occurrence shall, as soon as reasonably practicable, notify the other party of the occurrence and its expected duration and impact on such affected Party’s performance. It is clarified that noncompliance with payment obligations may be delayed but will not be excused.
- Minute may assign all of its rights and obligations under this Agreement to a purchaser of all or substantially all of Minute’s assets or share capital. Customer may not assign any rights or obligations under this Agreement to any third party and assignments in violation of the foregoing shall be void.
- Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between the parties.
- This Agreement shall be governed by the laws of the State of Israel without regard to conflicts of law provisions thereof. The parties agree that the competent courts in the State of Israel shall have exclusive jurisdiction regarding all disputes hereunder, and the parties expressly consent to such jurisdiction.
- If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, such part shall be interpreted to give maximum effect to its terms as possible under applicable law, and the remainder of this Agreement shall remain in effect.