CAPNSUB LTD.

TERMS AND CONDITIONS

PLEASE READ CAREFULLY THESE CAPNSUB TERMS OF USE (“TERMS”) BEFORE USING THIS WEB SITE (“WEBSITE”), AND BEFORE PROCEEDING WITH OPERATION OF THE SERVICES OF TRANSLATION AND SUBTITLING OF YOUR CONTENT (AS DEFINED BELOW) PROVIDED IN THE WEBSITE (“SERVICES”). CAPNSUB LTD. (“CAPNSUB” OR “LICENSOR”) PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, EMPLOYERS, AGENTS AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY, “YOU” OR “LICENSEE”), SUBJECT TO THESE TERMS.

BY CLICKING THE "YES" BUTTON BELOW OR BY POSTING ANYTHING TO OR OTHERWISE ACCESSING THE WEBSITE, YOU INDICATE YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS, DO NOT USE THIS WEBSITE IN ANY MANNER. THESE TERMS CONSTITUTE THE LEGAL AGREEMENT BETWEEN YOU, EITHER AN INDIVIDUAL OR A SINGLE ENTITY AND CAPNSUB LTD. REGARDING THE WEBSITE, THE SOFTWARE, THE CONTENT AND THE SERVICES (AS DEFINED HEREIN).

These Terms set forth the terms and conditions governing your use of the Website and your use of CAPNSUB’s Software and Services, and is in addition to any executed agreements you may have with CAPNSUB. These Terms incorporate by reference the terms of CAPNSUB’s Privacy Policy. If you are using the Website on behalf of your employer, you represent and warrant that you are authorized to accept these Terms on your employer’s behalf, and that your employer agrees to indemnify you and CAPNSUB for violations of these Terms. By using the Website and the Services, You may also be subject to additional terms and conditions of third-party's content or third-party's software. These Terms may be changed by CAPNSUB at any time with or without notice. CAPNSUB will post any changes to these Terms on this page so that you are always aware of the current Terms. Your continued use of the Website means that you have accepted the updated version.

1. LICENSE GRANT

1.1. Licensor hereby grants to You, and You accept, a limited, revocable, nontransferable, nonexclusive license to access and make personal use of the Website for the regular and standard purposes the Website was designed for (e.g. for using the Services provided in the Website), only as authorized in these Terms. The Services are based on the operation of CAPNSUB's Software (“Software”). You hereby a granted a limited, revocable, nontransferable, nonexclusive license to use the Software, only for the purpose of using the Services via the Website, and as authorized in these Terms.

1.2. Other than the rights expressly set forth in section 1.1 above, no other right or interest whatsoever in or relating to the Website, the Software or the Services is transferred or granted to You. This license does not include any resale or commercial use of the Website or its contents; any collection and use of any product or services listings, descriptions, or prices; any derivative use of the Website or its contents (including the Software); any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Website, the Software and the Services, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, modified, transmitted, displayed, performed, published or otherwise exploited for any commercial purpose without express written consent of CAPNSUB.

1.3. Without limiting the foregoing, You may not (i) reverse engineer, decompile, or disassemble the Website, the Software or the Services or any part of it, (ii) modify, divide, part or revise the Website, the Software or the Services, or any part thereof, or otherwise use parts, portions or elements of the Software or the Services, standing alone, and (iii) assign, sublicense, resell, transfer, pledge, loan, lease, rent, or share your rights under the Terms to any third party. These Terms shall automatically terminate upon occurrence of any of the prohibited events set forth in sections 1.2 and 1.3.

1.4. The Website may include other licensee's or third parties' materials and content, including photographs, images, graphics, sounds, music, videos, games, texts, arts, shapes, animations, software, data, messages, ideas, plans, orders, or any other materials (together “Third Party's Content”). You acknowledge that the Third Party's Content is owned or licensed by third parties and such third parties retain any and all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Third Party's Content. You shall not acquire under these Terms any right, title and interest, including without limitation any of the Intellectual Property Rights, in and to the Third Party's Content.

2. LICENSOR'S RIGHTS

2.1. For the purpose of this Terms, “Intellectual Property Rights” shall mean any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, whether registered or not, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

2.2. You acknowledge and agree that the Website, the Services and Software is a proprietary product of the Licensor, protected under copyright laws and any international copyright treaties, patent law, trade-secrets law and other Intellectual Property Rights of general applicability. You further acknowledge and agree that between You and Licensor, all right, title, and interest in and regarding the Website, the Services and Software, including associated Intellectual Property Rights, are and shall remain with Licensor.

2.3. The Website and the Content (as defined below) may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of the Licensor or other third parties. You may not delete or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

2.4. Content (as defined below) used or displayed on the Website or available through the Services is the property of CAPNSUB, its licensors or other third parties who own the Content, and is protected by certain local and international copyright, trademark, and other laws, unless in the public domain or otherwise made freely available by its owner. “Content” means any information, data files, text, music, audio files, photographs, videos, other modes of expression, or other materials or services provided or used by CAPNSUB in the Website including, without limitation, software, source code, writings, graphics, and any and all other features found on the Website or used for providing the Services.
Except as expressly authorized in writing by CAPNSUB or by Content providers, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software CAPNSUB discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership. You acknowledged that you are bound by additional terms and conditions of third-party's content or third-party's software, to the extent applicable.

3. CONDUCT AS A USER

3.1. As a user of CAPNSUB's Website, you will represent yourself accurately and truthfully at all times. You grant CAPNSUB the right to independently verify any information that you post on the Website about yourself, although CAPNSUB does not routinely undertake any verification.

3.2. For services on the Website that require you to open an account, You must complete the registration process by providing us with true, current, complete and accurate information as prompted by the applicable registration form, and you will maintain and promptly update such information to keep it true, current, complete and accurate. You may also choose a password and a user name. You are responsible for maintaining the confidentiality of any password(s) you are given to access any part of the Website, and you are fully responsible for all activities that occur under your password(s). You agree to notify CAPNSUB immediately of any unauthorized use of your password(s). CAPNSUB will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by CAPNSUB or other third parties due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.

4. YOUR MATERIALS AND CONTET

4.1. “Your Content” shall means any materials and content, including, without limitation, any artwork, photographs, images, graphics, voice, sounds, music, videos, games, texts, arts, animations, data, messages and other materials which You provide to us or You upload, post, provide, deliver, publish or otherwise transmit on or via the Website.

4.2. You are solely responsible for Your Content. CAPNSUB has no obligation to monitor the Website. CAPNSUB may, however, take any necessary and appropriate action, in CAPNSUB sole discretion, if we believe Your Content creates a risk of liability to CAPNSUB. CAPNSUB reserve the right not to provide the Services and it may, at its sole discretion, remove or disable access to material on the Website that may infringe the rights of third parties or could otherwise be harmful to CAPNSUB or third parties. CAPNSUB may also, at its sole discretion, terminate your access to the Website at any time for any or no reason, with or without notice.

4.3. Without derogate from the generality of the foregoing, You agree not to upload, post, provide, deliver, publish or otherwise transmit on or via the Website any Content that: (a) includes unauthorized disclosure of personal information; (b) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable; or (c) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

4.4. In addition, You agree not to upload, post, provide, deliver, publish or otherwise transmit on or via the Website any Content that violates or infringes anyone’s intellectual property or other rights, including but not limited to copyrights, patents, trademarks and rights of publicity. CAPNSUB reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, refuse or remove any or all Content. You agree that you are solely responsible for (and that CAPNSUB has no responsibility to you or to any third party) for any Content that you create, transmit or display while using the Website and for the consequences of your actions by doing so.
By placing Your Content on the Website you represent and warrant that: (a) you are the copyright owner of Your Content, or that the copyright owner of such Content has granted you permission to use Your Content or any content contained in Your Content consistent with the manner and purpose of your use and as otherwise permitted by these Terms; (b) that each person depicted in such Content, if any, has provided consent to the use of the Content as set forth in these Terms.

5. TERM

5.1. These Terms are effective upon the earliest of the following occurrences: (i) clicking the "yes" button below; (ii) post or deliver any kind of content to the Website in order to use the Services; (iii) using the Software; or (vi) your acceptance and agreement to these Terms in any other way. These Terms will remain in force until terminated in accordance with these Terms.

5.2. Licensor may terminate these Terms upon the breach of any term of these Terms by the Licensee.

5.3. Upon termination of these Terms, for any reason, all the rights granted herein shall be terminated immediately and automatically. Termination of these Terms will not affect the Licensee's obligations relating to the payment of amounts due (including the Licensee's obligation to indemnify the Licensor, under section 11), or provisions limiting or disclaiming Licensor's liability, which pro¬visions will survive termination of these Terms.

6. LIMITED WARRANTY

6.1. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE SOFTWARE, THE CONTENT OR ANY SERVICE OR INFORMATION DELIVERED OR PROVIDES BY LICENSOR IN THE WEBSITE. THE SERVICES, THE SERVICES, THE SOFTWARE AND THE CONTENT ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH LICENSEE.

6.2. Licensor is not responsible for problems associated with or caused by incompatible operating systems or equipment of the Licensee, or for problems in the interaction of the Software or files created by the Software with such operating systems or equipment.

6.3. No oral or written information or advice given by Licensor or its distributors, employees, agents or representatives shall in any way extend, modify or add to the foregoing warranty.

6.4. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR THE SOFTWARE OR THE CONTENT IS BORNE BY THE LICENSEE. LICENSEE HEREBY EXPRESSLY AGREES NOT TO USE OR RELY ON THE SERVICES OR THE SOFTWARE OR THE CONTENT FOR ANY APPLICATIONS THAT MAY RESULT IN ANY DAMAGE IF FAILED.

6.5. THE SECURITY MECHANISMS IMPLEMENTED BY THE WEBSITE HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE WEBSITE SUFFICIENTLY MEETS ITS REQUIREMENTS.

6.6. LICENSOR DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS OR SERVICES PERFORMED BY THE WEBSITE OR BY THE SOFTWARE PROVIDED BY THE LICENSOR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT ANY INFORMATION OR DATA RECEIVED ON OR THROUGH THE WEBSITE OR THE SOFTWARE OR RELATING TO IT WILL BE FREE OF ANY VIRUSES, WORMS, OR ANY OTHER DESTRUCTIVE PROPERTIES, AND WILL NOT CONTAIN ANY OBJECTIONABLE MATERIALS.

6.7. THE DOCUMENTS AND GRAPHICS IN THE WEBSITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. LICENSOR MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

6.8. LICENSOR IS NOT RESPONSIBLE FOR THE CONTENT OF ANY THIRD PARTY, OR ANY CHANGES OR UPDATES TO THIRD PARTY CONTENT, AND YOU EXPLICITLY AGREE THAT YOU ARE EXPOSED TO CONTENT FROM VARIOUS SOURCES. THE INCLUSION OR THE USAGE OF THE CONTENT IN THE WEBSITE DOES NOT IMPLY AN ENDORSEMENT BY THE LICENSOR OF THE THIRD PARTY CONTENT.

7. LIABILITY

7.1. LICENSOR SHALL NOT BE LIABLE UNDER ANY CLAIM RELATED TO THE WEBSITE, THE SERVICES, THE SOFTWARE OR THE CONTENT, INCLUDING CLAIMS IN RESPECT OF INFRINGEMENTS OF RIGHTS, INFRINGEMENT OF PATENT, COPYRIGHT, REGISTERED DESIGN OR TRADEMARK AND OTHER INTELLECTUAL PROPERTY RIGHTS.

7.2. IN NO EVENT SHALL LICENSOR BE LIABLE FOR THE USE OR THE INABILITY TO USE OF THE WEBSITE OR THE SERVICES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY LOSS OR DAMAGE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS AND BUSINESS INTERRUPTION), OR FOR LOST DATA, DAMAGE TO OTHER SOFTWARE, COMPUTER FAILURE, OR MALFUNCTION, OR DOWNTIME, REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT, ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE OR THE SERVICES.

7.3. THE CUMULATIVE LIABILITY OF LICENSOR TO YOU FOR ALL CLAIMS RELATING TO THE WEBSITE AND THE SERVICES AND THE SOFTWARE AND THE CONTENT AND TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID BY YOU TO LICENSOR FOR THE SERVICES WHICH SUCH CLAIMS ARE BASED ON.

8. COMPLIANCE WITH LAWS

8.1. Licensee shall be solely responsible to comply, at its own expense, with local, state, national and international laws and regulations, including without limitation laws regarding data protection, security and privacy and with all governmental approvals, licenses, permits and authorizations which may be required with regards to the Licensee's use of the Website or the Software.

8.2. Notwithstanding and without limiting any of the aforementioned, in no case shall the Licensor be held liable for any liability arising out of Licensee's failure to comply with any such laws, regulations, approvals, licenses or authorizations.

9. INTELLECTUAL PROPERTY These Terms do not grant any right, title or interest in connection with any trademarks, service marks or other Intellectual Property Right owned by the Licensor or any third party, and You agree that no such right, title or interest shall be asserted by You with respect to such trademarks, service marks or other intellectual property.

10. PRIVACY POLICY

CAPNSUB will only use and disclose Your Information in accordance with its then current Privacy Policy, available on this Website, which is incorporated herein by reference.

11. INDEMNITY

You agree to indemnify, defend and hold CAPNSUB, and its subsidiaries, affiliates, officers, managers, members, agents, co-branders, partners, licensors, and employees, harmless from and against any claim or demand made by any third party and all liabilities, assessments, losses, costs or damages, including reasonable attorneys’ fees, resulting from or arising out of or relating to: (i) your breach of any of the terms and conditions of these Terms; (ii) your infringement or violation of any intellectual property or other rights of any third party; or (c) Your Information or Your Content.

12. ENHANCEMENTS

From time to time Licensor may, in its sole discretion, provide Licensee of updates, upgrades, enhancements or improvements to the Services or the Software and/or new releases of the Software (collectively, “Enhancements”), and may allow Licensee to use such Enhancements upon and subject to payment of prices as may be established by Licensor from time to time. All such Enhancements to the Software provided to the Licensee shall also be governed by the terms of these Terms.

13. GOVERNING LAW

These Terms shall be construed and governed in accordance with the laws of the State of Israel, without giving effect to any principles of conflicts of laws thereof, and the eligible courts of Tel - Aviv shall have exclusive jurisdiction over all disputes between the parties.

14. SEVERABILITY

Should any term of these Terms be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

15. NO WAIVER

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

16. RESERVATION OF RIGHTS

All rights not expressly granted herein are reserved by Licensor.

17. ASSIGNMENT

Any attempt by Licensee to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void ab initio.

LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THESE TERMS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS PROVIDED HEREIN. LICENSEE FURTHER AGREES THAT THESE TERMS ARE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR AND SUPERSEDES ANY PROPOSALS OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THESE TERMS.