IMCandy terms of use

1. This is an agreement between IMCandy, Ltd. ("IMCandy") and You. This Agreement includes this document headed "IMCandy Participation Agreement" and also any policies, guidelines and amendments that may be incorporated into this IMCandy Participation Agreement or presented to You from time to time. This Agreement describes the terms and conditions on which IMCandy offers You participation in IMCandy's video distribution and advertising program and related services (the "IMCandy Service" as further described below). ("You" and "Your", as applicable) means the person or entity identified in the registration form submitted.

2. PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement sets forth the legally binding terms and conditions for Your participation in the IMCandy Service. By registering, clicking "I Agree" or otherwise participating in the IMCandy Service, You represent to IMCandy that You are at least eighteen (18) years of age or otherwise capable of entering into and performing legal agreements, and that You agree to be bound by the following terms and conditions. If You register on behalf of a business, You represent to IMCandy that You have the authority to bind that business and Your acceptance of this Agreement will be treated as acceptance by that business. In that event, "You" and "Your" will refer to that business in this Agreement. If You do not accept this Agreement in full, please do not register for or participate in the IMCandy Service.

With this in mind, You agree to and acknowledge the following:

3. The IMCandy Service

1. IMCandy’s Service consists of a video sharing portal that offers users (“Users”) quality user generated content with advertisements and pays royalties to users that upload content (“Participating Users” or “Creators”).

2. IMCandy developed a unique Ad Royalties System (the “Ad Royalties System”) that enables a self-service, simple and easy to use system for creating and managing video advertisements (“Ads”) and payments for both advertisers and Creators. IMCandy’s platform brings together Creators and small-medium size advertisers (“Advertisers”), using an advanced self service system called “Ad Royalties” that inserts advertisements (both video and banners) into the Creators’ movies. For Advertisers, IMCandy offers a new place to advertise to a targeted audience, defined by content category, users’ country, gender and age range; all in a simple, easy to use and fully automated system.

3. IMCandy makes, or may make, the IMCandy’s Service available to the public through one or more channels (the “IMCandy Channels”). These channels include but are not limited to the following:  
   (a) Online ("Online Channels”), via the IMCandy website (currently located at "http://www.imcandy.com") (the "IMCandy Site") and/or via the websites, software applications, plug-ins, blogs, media search engines, toolbars, games, components or downloadable code, and other viral online mediums such as peer-to-peer networks, file sharing, instant messaging and email of IMCandy and IMCandy's current and/or future distribution partners.  
   (b) Broadcast ("Broadcast Distribution"), via cable, satellite and digital television, video, laser disc, DVD, CD-Rom and motion picture distribution, whether over-the-air, wireless or in the foregoing hard-copy media; and (c) Distribution via mobile phones and other handheld devices ("Mobile Distribution").

4. Ability to Accept the Agreement.

You affirm that you are at least 18 years of age, or the applicable age of majority in the jurisdiction where you reside and from which you access the IMCandy Site, because the IMCandy Site is prohibited for those not meeting this requirement. You also affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. If you are under 18 years of age, or under the age of majority in the jurisdiction where you reside or from which you access the IMCandy Site, then you do not have permission to use the IMCandy Site. You may be asked to provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the IMCandy Site.

5. Registration and Participation

1. Participation in the Program is subject to IMCandy’s prior approval and Your continued compliance with IMCandy’s specification guidelines, requirements and policies (the "Policies"), located at https://www.IMCandy .com/policies.html, or such other URL as IMCandy may provide from time to time. These include but are not limited to the Copyright Policy and the Privacy Policy IMCandy reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. You agree to comply with the Policies to enable, as applicable, proper delivery, display, tracking and reporting of actions related to the IMCandy Service.

2. To participate, You must register online with IMCandy at the IMCandy Site, or through the websites of a IMCandy third party affiliate or partner, and create a unique, password-protected account ("Account"). You will be responsible for safeguarding Your password. You also take full responsibility for any actions under Your password and Account, whether authorized by You or not. You are responsible for keeping Your Account information current. You acknowledge and agree that IMCandy will have no responsibility or liability, directly or indirectly, for: (i) the availability of the external websites or resources of such third party affiliates or partners; (ii) the acts or omissions of, or any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on, such third party affiliates or partners, regarding Your Account; or (iii) failure to deliver notices or payments that result from inaccurate Account information.

3. At the time of registration, You will be given the opportunity to select one or more features of the IMCandy Service in which You wish to participate (for example, as a Users or as a Creator). To remain eligible for participation, You must at all times comply with the terms and conditions of this Agreement and all Policies.

4. Creators. If You participate as a Creator, You are solely responsible for all video content You transmit or submit to IMCandy or through the IMCandy Service, whether created by or for You, including but not limited to graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts or other material (collectively, "Video Content"). IMCandy disclaims all liability relating to Your Video Content. As more fully set forth in Section ‎6) ("Representations and Warranties"), You may not submit Video Content that contains any infringing, hate-related, violent or illegal content.

1. In connection with IMCandy's marketing, distribution and provision of the IMCandy Service as contemplated herein, You permit IMCandy, as further described in Section ‎6), to: (a) host, index and cache Your Video Content; (b) tag Your Video Content with information that will be used by IMCandy to identity it as Your Video Content and assist IMCandy in properly tracking and calculating any revenue amounts that You may earn; (c) associate IMCandy's Ad Royalties System with Your Video Content to enable IMCandy, if applicable and in IMCandy's discretion, to deliver Ads (as defined above) with Your Video Content; (d) distribute, or have distributed, Your Video Content in the IMCandy Site and/or via IMCandy Channels; and (e) engage in such further actions regarding Your Video Content as may be necessary or appropriate in order to effect the purposes of the IMCandy Service.

2. At the time of registration, You may be given the opportunity to select one or more distribution Channels (in addition to Online Channels). You agree and accept that IMCandy or its third party distribution partners may add or remove any or all distribution channels available to You at any time.

3. IMCandy may, in its sole discretion: (a) reject, suspend access to or remove any of Your Video Content from the IMCandy Service at any time that IMCandy deems it unsuitable for the IMCandy Service or for distribution in the IMCandy Channels, including, without limitation; and (b) modify any meta data You submit with Your Video Content, including without limitation meta tags, age rating, descriptive language, search terms, category and keyword modifiers. IMCandy shall have no liability for taking such actions. You agree and accept that IMCandy does not guarantee that Your Video Content will be distributed on any part of the IMCandy Channels and that distribution may be subject to acceptance by any of the third party service providers.

4. During the Term, You may request that IMCandy remove any or all of Your Video Content from the IMCandy Site. Upon such request, IMCandy will remove any Ads associated with such Video Content and Your right to receive compensation, if any, for the removed Video Content will automatically terminate. In accordance with Section ‎8) ("Revenue and Payment Terms") below, IMCandy will pay You all undisputed amounts for the removed Video Content, if any, due to You within ninety (90) days from the last day of the month in which such request to remove occurs. Upon such a request to remove Video Content, IMCandy will use commercially reasonable efforts to ensure the Video Content is removed from the IMCandy Site within seventy-two (72) hours following Your request. However, You acknowledge and agree that IMCandy shall have no obligation to attempt to remove from distribution any of Your Video Content that is otherwise publicly available through the Internet or other publicly accessible medium.

5. In the event that IMCandy fails to remove such requested Video Content from the IMCandy Site within seventy-two (72) hours after Your request for removal, IMCandy shall not be liable to You for damages or charges of any kind in an amount greater than ten dollars ($10). For the avoidance of doubt, IMCandy cannot, and has no obligation to, remove any of Your Video Content that has been distributed through the IMCandy Channels.

5. Advertisers.  If You participate as a Advertiser, You are solely responsible for all advertising content You transmit or submit to IMCandy or through the IMCandy Ad Royalties System or through the IMCandy Service, whether created by or for You, including but not limited to: (i) artwork, written content, images, photos, graphics, music, animation, data, text, information, URLs, hypertext links, scripts and the content and material included in such components; and (ii) websites and content proximately reachable from such content. Prior to providing any Ads and Participating as an Advertiser, You will be required to read and accept additional written terms and conditions governing Your submission of Ads to IMCandy (the "Advertiser Agreement"). IMCandy disclaims all liability relating to Your Ads. As more fully set forth in Section ‎6) ("Representations and Warranties"), You may not submit Ads that contain any infringing, hate-related, violent or illegal content. In connection with IMCandy's marketing, distribution and provision of the IMCandy Service as contemplated in this Agreement, and in addition to the terms set forth in the Advertiser Agreement, You permit IMCandy to: (x) tag Your Ad with information that will be used by IMCandy to identity it as Your Ad and assist IMCandy in properly tracking and calculating any revenue amounts that You may owe to IMCandy; (y) associate Your Ad with Video Content, and (z) distribute, or have distributed, Your Ad via the IMCandy Channels. Your Ad is "associated" with Video Content, within the meaning of this Agreement, when, as the result of the operation of IMCandy's ad insertion software, Your Ad is visible before, during, or after display of Video Content. IMCandy may, in its discretion, reject, suspend access to or remove any of Your Ads from the IMCandy Service at any time. You agree and accept that distribution of Your Ads on any of the IMCandy Channels may be subject to acceptance by any applicable third party service providers.

6. Users. If You register to participate, You will automatically become a User. As a User, You may communicate with IMCandy and other Users, post or publish comments or rating features regarding Video Content and Ads or the IMCandy Service in, as may be made available at IMCandy's complete discretion, a discussion group, chat area, bulletin board, feedback area, news group, email functionality or other communication feature. All such communications are referred to after this as "User’s Comments". You are solely responsible for all User’s Comments You transmit or submit to IMCandy or through the IMCandy Service, whether created by or for You, including but not limited to websites and content proximately reachable from such User’s Comments. IMCandy disclaims all liability relating to Your User’s Comments. As more fully set forth in Section ‎6) ("Representations and Warranties"), You may not submit any User’s Comments that contain any infringing, hate-related, violent or illegal content.

6. Use of IMCandy’s Site; Your Representations and Warranties

1. Use of and membership in the IMCandy Site is void where prohibited.

2. The IMCandy Site is made available to you for your personal use only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by IMCandy. Illegal and/or unauthorized use of the IMCandy Service, including collecting usernames and/or email addresses of Users or Creators by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the IMCandy Site is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Users’ or Creators’ profiles without notice and may result in termination of membership privileges.

3. This Agreement applies to all Users and Creators. The IMCandy Site may contain links to third party websites or provide content from third party websites that are not owned or controlled by IMCandy. IMCandy has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. By using the IMCandy Site, you expressly relieve IMCandy and its affiliates from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the IMCandy Site and to read the terms and conditions and privacy policy of each other website that you visit.

4. IMCandy hereby grants you permission to access and use the IMCandy Site as set forth in this Agreement, provided that:

1. You agree not to distribute in any medium any part of the IMCandy Site, including but not limited to the Video Content and User’s Comments (together: “User Submissions”), without IMCandy's prior written authorization.

2. You agree not to alter or modify any part of the IMCandy Site, including but not limited to IMCandy's embeddable media player or any of its related technologies.

3. You agree not to access the Video Content, the Ads and the User’s Comments through any technology or means other than the video playback pages of the IMCandy Site itself, the IMCandy embeddable media player, or other explicitly authorized means IMCandy may designate.

4. You agree not to use the IMCandy Site, including the IMCandy embeddable media player for any commercial use, without the prior written authorization of IMCandy. Prohibited commercial uses include any of the following actions taken without IMCandy's express approval:

1. sale of access to the IMCandy Site or the IMCandy Service on another website;
2. use of the IMCandy Site or the IMCandy Service (such as the Embeddable Player), for the primary purpose of gaining advertising or subscription revenue, except those that are specifically endorsed or approved by IMCandy;
3. and any use of the IMCandy Site or IMCandy Service that IMCandy finds, in its sole discretion, to use IMCandy Service with the effect of competing with or displacing the market for IMCandy or IMCandy Service.

5. If you use the IMCandy embeddable media player on your website, you must include a prominent link back to the IMCandy Site on the pages containing the embeddable media player and you may not modify, build upon, or block any portion of the embeddable media player in any way.

6. If you use the IMCandy uploader (“Uploader”), you agree that it may automatically download and install updates from time to time from IMCandy. These updates are designed to improve, enhance and further develop the Uploader and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit IMCandy to deliver these to you) as part of your use of the Uploader.

7. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the IMCandy Site in a manner that sends more request messages to the IMCandy servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, IMCandy grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. IMCandy reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the IMCandy Site, nor to use the communication systems provided by the IMCandy Site (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the IMCandy Site with respect to their User Submissions.

8. You will not, and will not authorize any party to, directly or indirectly, generate automated, fraudulent or otherwise invalid Advertising Actions (as defined below). If, in IMCandy's reasonable business judgment, Advertising Actions or activity related to Your Account is suspected or determined to be so-called "click fraud" or "impression fraud", whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or "bots") to click on an Ad, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by clicking on an Ad for the purpose of generating an improper click value and generating revenue, IMCandy may suspend or otherwise disable Your Account until such time as the matter is resolved to IMCandy's satisfaction.

9. You represent and warrant that Your Video Content (if You are an Creator), Your Ads (if You are a Advertiser), Your User’s Comments (if You are a User) or any other information or material You submit or make available to others during Your participation, and IMCandy's use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iii) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party's use of the IMCandy Service or participation in the IMCandy Service; (iv) do not promote illegal or harmful activities or substances (including without limitation activities that promote or provide instructional information about activities such as making or buying illegal weapons or substances); (v) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Video Content and Your Ads are created, displayed or accessed; (vii) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to or Participation in the IMCandy Service or disable, damage or erase any portion of the Video Content or Ads processed or stored therein; or (vii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.

10. IMCandy reserves the right to discontinue any aspect of the IMCandy Site at any time.

5. In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the IMCandy Site:

1. The content on the IMCandy Site, except all User Submissions (as defined abover), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to IMCandy, subject to copyright and other intellectual property rights under the law. Content on the IMCandy Site is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. IMCandy reserves all rights not expressly granted in and to the IMCandy Site and the Content.

2. You may access User Submissions solely: (i) for your information and personal use; and (ii) as intended through the normal functionality of the IMCandy Service.

3. User’s Comments are made available to you for your information and personal use solely as intended through the normal functionality of the IMCandy Service. User’s Comments are made available "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the IMCandy Service or otherwise as prohibited under this Agreement.

4. You may access the Video Content, User Submissions and other content only as permitted under this Agreement. IMCandy reserves all rights not expressly granted in and to the Video Content, User’s Submissions and the IMCandy Service.

5. You agree to not engage in the use, copying, or distribution of any of the content of the IMCandy Site, including the Video Content and User Submissions (the “Content”), other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the IMCandy Site for any commercial purposes.

6. You agree not to circumvent, disable or otherwise interfere with security-related features of the IMCandy Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the IMCandy Site or the Content therein.

7. Your Participation is at Your own risk. Although the IMCandy Service enables Users to connect and share Video Content and User’s Comments with one another and with end users or viewers, IMCandy has no responsibility to control of monitor any information or exchanges between or among users. IMCandy does not control the Video Content, Ads and User’s Comments made available through the IMCandy Service. Some people may find Video Content, Ads and User’s Comments objectionable, inappropriate or offensive. IMCandy does not control or guarantee, nor is IMCandy responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any Video Content, Ads and User’s Comments. IMCandy assumes no responsibility for monitoring any Video Content, Ads or User’s Comments or conduct during Participation. If IMCandy chooses, at any time in its sole discretion, to monitor (in whole or in part) Video Content, Ads, User’s Comments or conduct during Participation, IMCandy nonetheless assumes no responsibility for Video Content, Ads and User’s Comments, no obligation to modify or remove any Video Content, Ads or User’s Comments and no responsibility for conduct during Participation. You agree that IMCandy has no responsibility or liability for the deletion or failure to store, maintain or transmit any Video Content, Ads or User’s Comments. You further agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against IMCandy with respect thereto, and agree to indemnify and hold IMCandy, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

7. Amendments and Modifications to Agreement

1. IMCandy, at any time and from time to time, may modify this Agreement and the Policies, or may modify, suspend or discontinue, temporarily or permanently, the IMCandy Service (or any parts thereof). Modifications to this Agreement and Policies will be posted on the IMCandy Site or made in compliance with any notice requirements set forth in this Agreement. Modifications to the IMCandy Service will be effective upon posting to the IMCandy Site.

2. You agree that IMCandy shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Agreement, the Policies or the IMCandy Service. By continuing to participate after IMCandy has posted any such modifications or provided any required notices, You agree to be bound by the modifications. Please review this Agreement and the Policies regularly so that You will be apprised of any modifications. If any modification is not acceptable to You, Your only recourse is to cease participation.

8. Revenue and Payment Terms

1. Payments Due to You. You may be able to generate revenue through participation as a Creator, through valid, end user activity relating to Video Content and Ads. Such activity could include for example, without limitation, full Video Content views or clicks on an Ad, conversion of an Ad click to a sale, or delivery of an Ad impression displayed in connection with Video Content (collectively, "Advertising Actions").

2. Creator Revenue. Subject to Your compliance with the terms and conditions of this Agreement, and depending on the distribution Channels (and associated revenue structure, if any) made available to and selected by You, IMCandy will pay You 30 percent (%) of the gross revenue payable to IMCandy from the applicable Advertisers. You understand and agree in the event Your Video Content is distributed (i) by certain third party service providers, inter alia via Broadcast Channels or Mobile Channels; or (ii) with non-commercial Advertising or Ads, such distribution may not generate revenue for You.

3. Payments Due IMCandy.

1. Advertiser Fees. The method of calculating fees You may owe IMCandy will be set forth in any Advertiser Agreement between You and IMCandy.

2. Other Fees. IMCandy reserves the right to charge for certain features of the IMCandy Service, such as management services or applications and to change its fees from time to time in its discretion.

4. Payment Terms. Amounts due to You, if any, in connection with Your participation as an Creator, will be determined solely by IMCandy based on Advertising Action data—regarding impressions, clicks, conversions and other applicable metrics—collected by and/or supplied to IMCandy. Payments earned as a result of valid Advertising Actions will accrue and be posted to Your Account. All payments will be made in U.S. Dollars. Generally, accrued payments will be available for withdrawal or transfer thirty (30) days after the end of the calendar month in which they accrued. IMCandy will not be liable for damages resulting from any failure to post payments to Your Account within such thirty (30) day period. Notwithstanding the foregoing, IMCandy shall make no payments until such accrued payments total at least Fifteen US Dollars (US$15). You will not be entitled to receive interest on any Account payments. Except as contemplated by Subsection ‎8.5) ("Exceptions") below, payments will remain in Your Account until: (x) You transfer such amounts to a PayPal Account or other payment system acceptable to IMCandy; (y) You direct IMCandy in writing to distribute such payments to a designated PayPal Account or other payment system acceptable to IMCandy, or (z) IMCandy exercises its options under Section ‎13.1) ("Term and Termination") below. If You dispute IMCandy's payments made to You under this Agreement, You must notify IMCandy in writing within thirty (30) days of IMCandy depositing such payment to Your Account. Failure to notify IMCandy in this manner will result in Your waiver of any claim relating to such dispute. IMCandy will use reasonable efforts to resolve any such dispute in good faith, but IMCandy's resolution will be final. You are responsible for any and all applicable taxes or charges imposed by any government entity in connection with Your Participation. IMCandy may change its pricing and/or payment structure at any time, upon thirty (30) days' prior notice of any such change (unless IMCandy is required by law to provide more than thirty (30) days notice). All modified payment terms shall be effective thirty (30) days after notice has been provided to You by IMCandy (or such other time period specified in such notice). If any such modified payment terms are not acceptable to You, Your only recourse is to cease participation. By continuing to participate following notice of any modified payment terms as set forth herein, You accept and agree to be bound by such modified payment terms. For the purposes of checking credit, effecting payment and/or servicing Your Account, IMCandy may share with third parties, such as payment processors and/or credit agencies, any credit card and related payment information that You provide.

5. Exceptions. IMCandy will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts from or posted to Your Account, determined or reasonably suspected by IMCandy in its sole discretion to have resulted from: (i) any amounts which result from invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by IMCandy, including without limitation through any clicks or impressions (i) originating from Your IP addresses or computers under Your control, or (ii) solicited by payment of money, false representation, or request for end users to click on Ads; (b) Ads benefiting charitable organizations and other placeholder or transparent Ads that IMCandy may deliver; (c) IMCandy advertisements for its own products and/or services; (d) Advertising Actions originating on Video Content that breaches this Agreement, including but not limited to the restrictions set forth in Section ‎12.2) ("Copyright Infringement"); (e) fraudulent, misleading or false activities; or (f) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by You for any applicable pay period. IMCandy reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending IMCandy's reasonable investigation of any of the foregoing or any breach of this Agreement by You, or in the event that an advertiser whose Ads are displayed in connection with Your Site(s) defaults on payment for such Ads to IMCandy. In addition, if You are past due on any payment to IMCandy in connection with any IMCandy program (including without limitation the IMCandy AdWords program), IMCandy reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to IMCandy. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account.

6. Alpha Version. During the Alpha Period, as defined in Section ‎9) below, a Creator will not be entitled to any Creator Revenue, and shall only ne entitled to the Bonus Payment set for in Section ‎9.1)e) below.

9. Alpha Version of the IMCandy Site.

1. Initially, the IMCandy Site will be operated as an “Alpha version” (the “Alpha Period”).

2. Notwithstanding anything to the contrary contained in this Agreement, during the Alpha Period the following terms and provisions shall apply to Your use of the IMCandy Site and a User, Creator and/or an Advertiser:

1. During the Alpha Period, IMCandy will publish only one video film to Users in each video channel. Such video, created by IMCandy, will conform to the instructions and guidelines published by IMCandy with respect to such video channel.

2. All Creators shall be asked to create their Video Content in accordance with the instructions and guidelines published by IMCandy in the relevant video channel.

3. Each Video Content posted by a Creator, shall be subject to IMCandy’s review and examination to ensure compliance with the instructions and guidelines published by IMCandy. IMCandy reserves the right not to publish any Video Content created or posted not in compliance with IMCandy’s instructions and guidelines.

4. For each Creator signing up to IMCandy Site during the Alpha Period, an account to IMCandy Ad Royalty System will be created and activated.

5. Each video channel will display limited number of Video Content posted by creators, at the discretion of IMCandy.

6. IMCandy will have the discretion to limit, suspend or cancel the ability to post Video Content to any channel and/or to all channels.

7. Each Creator posting Video Content which is, in accordance with IMCandy’s sole discretion, in compliance with IMCandy’s published instructions and guidelines, will be entitled to a one-time lump-sum bonus payment of US$15 (Fifteen US Dollars) for each Video Content approved by IMCandy (the “Bonus Payment”). At all times, IMCandy reserves the right to amend, change, decrease, limit or cancel the right of a Creator to receive the Bonus Payment or any portion thereof.

8. The Bonus Payment will be paid to a Creator via his/her valid PayPal account. Each Creator must be the owner of a valid PayPal account. No other method of payment will be accepted by IMCandy. Creators’ ability to withdraw a Bonus Payment is conditioned upon the accumulation of Bonus Payment(s) in an amount of US$15 (Fifteen US dollars) or more. Such minimum amount may be changed by IMCandy at its sole discretion at any time.

3. All other terms and condition of this Agreement, not amended or modified by the terms of this Section ‎9), shall remain in full force an effect. In case of contradiction between the terms of this Section ‎9) and any other term or provision of this Agreement, the terms of this Section ‎9) shall prevail. Without derogating from the generality of the foregoing, the terms and provision of Section ‎8) shall have no force and effect during the Alpha Period.

10. Privacy

As a condition to using the IMCandy Site, you agree to the terms of the IMCandy’s Privacy Policy as it may be updated from time to time. You acknowledge and agree that the technical processing and transmission of the IMCandy Site, including your User Submissions, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You further acknowledge and agree that other data collected and maintained by IMCandy with regard to its users may be disclosed in accordance with IMCandy Privacy Policy. You understand that when You view or interact with IMCandy Service (for example, by clicking on an Ad), IMCandy may collect (and You may provide to IMCandy) information that is specific to how You access and use the Internet as well as how You view and/or interact with IMCandy Service. Such information may include, but is not limited to, an IP address, the website a user is logged onto, the geographic location of the IP address the user is using to access the Internet, the type of browser used, which and how many web pages have been viewed by the user, search terms used, referring/exit pages, platform type and date/time information. This information is anonymous and does not personally identify a user. IMCandy uses Access Information for the purpose of monitoring delivery and distribution of the Video Content and Ads, improving Ad targeting, delivery and reporting, improving the IMCandy Service and measuring their effectiveness with users. Access Information may be shared with IMCandy's third party services providers, affiliates, business partners, Advertisers, employees, customers and distribution partners.

11. Proprietary Rights & Licenses

1. IMCandy's Ownership Rights. IMCandy and its licensors own all right, title and interest, including without limitation all worldwide intellectual property rights in the IMCandy Service, and all such rights to all derivative works or enhancements of, in and to, or relating to, the IMCandy Service. By entering into this Agreement or by Your participation, You will not acquire any intellectual property or similar rights in the IMCandy Service or related products and services. You agree You will not (i) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the IMCandy Service or related products and services; or (ii) use IMCandy's name, logo, trademark, trade names or service marks except as expressly permitted in this Agreement without IMCandy's prior written consent.

2. Your Ownership Rights. Subject to the licenses You are granting in this Agreement, You retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to Your Video Content that is submitted, posted or displayed by You on or through the IMCandy Service. IMCandy shall not acquire any right, title or interest in or to such Video Content, except as provided herein. Any rights not granted by You herein are deemed retained by You. As more fully described in Section ‎13) ("Term and Termination"), You have the right to terminate this Agreement and revoke certain licenses You are granting in this Agreement, with respect to all Video Content You provide or with respect to particular works You provide. If You choose to revoke any of Your revocable licenses, IMCandy will use commercially reasonable efforts to remove Your Video Content from the IMCandy Site reasonably promptly upon receipt of Your notice of revocation and will make reasonable efforts to notify authorized distributors (i.e., those distributing Your Video Content with Ads) for whom it has current and up-to-date information. You acknowledge that You are aware that IMCandy has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that IMCandy assumes no responsibility for controlling or monitoring such intellectual property rights. In addition, IMCandy is not responsible for enforcing Your intellectual property or for suing or taking other legal action against infringers or against distributors who fail to cease using Your Video Content upon revocation. You or a third party licensor, as appropriate, are responsible for protecting Your intellectual property rights. IMCandy may, at its discretion, choose to assist You in connection with protecting or enforcing Your intellectual property rights in a particular instance; in such event, this does not mean that IMCandy has an obligation to do so in any other instance and this does not mean that IMCandy has an obligation to effectively protect or enforce Your intellectual property rights.

3. IMCandy's Trademark License to You. During the term of this Agreement, and subject to Your compliance with the terms and conditions of this Agreement, You will have the right to use the trade names, trademarks, logos and designations in or associated with the IMCandy Service (the "IMCandy Marks") solely for purposes of identifying IMCandy and solely in connection with Your permitted activities under this Agreement. You agree that the IMCandy Marks and all associated goodwill are and will remain the sole property of IMCandy, that any goodwill generated as a result of Your licensed use of IMCandy Marks belongs exclusively to IMCandy and inures solely to the benefit of IMCandy, and that Your use of IMCandy Marks is subject to IMCandy's control of the quality of any products or services with respect to which You may be authorized to use IMCandy Marks.

4. Creators’ License to IMCandy. You hereby grant (or warrant that the owner of such rights has expressly granted) to IMCandy a worldwide, non-exclusive, sublicensable, right and license to use, reproduce, modify and adapt (inter alia in order to permit IMCandy to conform and adapt Your Video Content to technical requirements, including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies), excerpt, publish, transmit, publicly perform, display, reference, store, host, index and cache, in any form, medium or technology now known or later developed, any Video Content, User’s Comments or materials You submit to IMCandy, in whole or in part, whether created by or for You, by any method, and in any and all media, whether currently existing or hereafter developed. You understand that Your license to IMCandy includes Your grant to IMCandy of the right to create, display and distribute (as set forth more fully in the previous sentence) a derivative work based on Your Video Content, which derivative work is comprised solely of Your Video Content as adapted to include IMCandy's computer software, including IMCandy's Ad Royalty System, whose functions are to enable Ads to be associated with Your Video Content, to identity Your submission as Your Video Content, to assist IMCandy in properly tracking and calculating any revenue amounts that You or distributors may earn, and to effect related functions. You hereby grant (or warrant that the owner of such rights has expressly granted) to IMCandy, third party service providers and distributors a right to use, reproduce, publicly perform, distribute and display Your Video Content for monetary compensation or commercial purposes via the IMCandy Service (and/or via third party sites) as contemplated by this Agreement and to engage in such further actions relating to and in connection with Your Video Content as may be necessary or appropriate in order to effect the purposes of the IMCandy Service.

5. Advertisers’ License to IMCandy. The licenses relating to the use and distribution of Your Ads will be set forth in any Advertiser Agreement between You and IMCandy.

6. Users’ License to IMCandy. In connection with Your participation as a User, by uploading, submitting, emailing, posting, publishing or otherwise transmitting any User’s Comments, You hereby grant (or warrant that the owner of such rights has expressly granted) IMCandy a worldwide, royalty-free, non-exclusive, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, adapt, create derivative works of, perform, display, distribute, publish and transmit such User’s Comments in any form, medium or technology now known or later developed. You warrant that any User’s Comments You submit do not infringe upon any rights, including intellectual property rights, of any other parties. In addition, You warrant that all so-called moral rights in the User’s Comments have been waived.

12. Unique Identification Method; Copyright Infringement

1. Creator uploading Video Content to the IMCandy Site shall be required to ensure the authenticity of such Video Content by stating the phrase “I am candy” at the beginning of the Video Content (and/or at such interval(s) as IMCandy shall deem appropriate and necessary). IMCandy reserves the right to implement any other authentication method as it deems required.

2. You will not use the IMCandy Site or IMCandy Service for any purpose or in any manner that infringes the copyrights of any third party, nor will You upload, email, post, publish, distribute, transmit, submit or otherwise make available through the IMCandy Site or IMCandy Service any content, that infringes the copyrighted works or violates the intellectual property rights of any third party.

13. Term and Termination

1. Termination. IMCandy may immediately terminate this Agreement, or cancel the IMCandy Service, for any reason at any time. You may terminate this Agreement at any time by disabling Your Account or providing notice to IMCandy as set forth in Section ‎20).

2. Effect of Termination. General. Upon termination or expiration of this Agreement, Your right to participate (including but not limited Your right to receive compensation, if any, as a Creator) will automatically terminate. In the event of termination, Your Account will be disabled and You may not be granted access to Your Account or any files or other content contained in Your Account although residual copies of information may remain in the IMCandy Service system. Upon termination: (i) all licenses granted to You hereunder will immediately terminate; (ii) You will promptly destroy all copies of IMCandy content in Your possession or control; and (iii) IMCandy will pay all undisputed amounts, if any, due to You within ninety (90) days from the last day of the month in which termination occurs. In no event, however, shall IMCandy make payments for any earned balance less than Fifteen US Dollars (US$15). Upon termination, IMCandy may continue to use any user analytics collected hereunder for solely internal (including archival) purposes, and all related licenses You have granted IMCandy shall remain in effect for this purpose only. In the event that this Agreement or the IMCandy Service expires or is terminated, IMCandy shall not be obligated to return any materials to You.

3. Creators. Upon termination, IMCandy will remove any Ads or deactivate any Ad links associated with Your Video Content. Although IMCandy will use commercially reasonable efforts to ensure Your Video Content is removed from the IMCandy Site within seventy-two (72) hours following termination, IMCandy shall have no obligation to remove any of Your Video Content that: (i) is otherwise publicly available through the Internet or other publicly accessible medium; or (ii) any of Your Video Content that is already distributed by IMCandy’s Channels. In the event that IMCandy does not remove Your Video Content from the IMCandy Site within seventy-two (72) hours through inadvertence or other error, IMCandy shall not be liable to You for damages or charges of any kind in an amount greater than the revenues You would have been entitled to under this Agreement but for the termination. For the avoidance of doubt, IMCandy cannot, and has no obligation to, remove any of Your Video Content that has been distributed through the IMCandy Channels, and the licenses You have granted to IMCandy above shall remain in effect for this purpose only.

4. Survival. The rights and obligations contained in Sections ‎‎4), ‎5), ‎6), ‎7), ‎8), ‎9), ‎11), ‎12), ‎13), ‎15), ‎16), ‎17) and ‎18) of this Agreement will survive termination or expiration of this Agreement for any reason.

14. Confidentiality.

You agree not to disclose IMCandy Confidential Information without IMCandy's prior written consent. "IMCandy Confidential Information" includes without limitation: (a) all IMCandy software, technology, programming, specifications, materials, guidelines and documentation relating to the IMCandy Service; (b) click rates or other statistics relating to site performance in the Ad Royalties System provided by IMCandy; and (c) any other information designated in writing by IMCandy as "Confidential" or an equivalent designation. However, You may accurately disclose the amount of IMCandy’s gross payments to You pursuant to this Agreement. IMCandy Confidential Information does not include information that has become publicly known through no breach by You or IMCandy, or information that has been (i) independently developed without access to IMCandy Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

15. No Guarantee.

IMCandy makes no guarantee regarding: (i) the level of impressions of Ads or clicks on any Ad; (ii) the timing of delivery of such impressions and/or clicks; (iii) the amount of any payment to be made to You under this Agreement; (iv) the availability, operation, maintenance, timing or delivery of the IMCandy Service or any distribution channel (or any portion thereof); (v) that participation will secure any success or generate any revenue or the amount of payment (if any) to be made hereunder; (vi) that Video Content or Ads will be distributed in the IMCandy Channels; (vii) regarding the relevancy of any Ads to Video Content; or (viii) regarding Advertising Action rates, including the level or number of clicks, conversions to sales or impressions on any Ad, in connection with Video Content.

16. No Warranty. IMCANDY MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE IMCANDY SERVICE, IMCANDY SITE, ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS, LINKS, AND SEARCH RESULTS ARE BASED ON NON-IMCANDY CONTENT, IMCANDY SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS, LINKS, AND SEARCH RESULTS.

 

IMCandy disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the IMCandy Service; (ii) regarding the goods, services, advise, information or links provided by any third party services providers, Creators, Advertisers or Users; (iii) that the IMCandy Service will meet Your requirements; or (iv) that the IMCandy Service will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by You from IMCandy or from Your participation, shall create any warranty not expressly stated in this Agreement. 
IMCandy assumes no responsibility for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the IMCandy Service, including any injury or damage to You or to any person's computer related to or resulting from participation. Under no circumstances shall IMCandy be responsible for any loss or damage, including personal injury or death, resulting from participation, from any Video Content, Ads or User’s Comments posted on or through the IMCandy Service, or from the conduct of any users of the IMCandy Service, whether online or offline.

17. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) IMCANDY'S AGGREGATE LIABILITY TO CREATORS UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY IMCANDY TO THE CREATOR DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

18. Indemnification.

You agree to defend, indemnify, and hold harmless IMCandy, its members, officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the IMCandy Site; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) Your gross negligence or willful misconduct; (v) Your Video Content (if You are a Creator), Your Ads (if You are an Advertiser), Your User’s Comments (if You are a User) or any other information or material You submit during participation; (vi) Your conduct, including Your use of IMCandy Servie or any other actions related to Your participation; (vii) any actual violation or breach of this Agreement, or allegation of such violation or breach by a third party, including breach of any representation made by You hereunder; or (viii) the alleged or actual violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of any action or Participation by You (collectively, the "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the IMCandy (and/or any of its related persons and entities). IMCandy shall have the right to withhold any payments due to You, if any, to offset liabilities and expenses covered hereunder. IMCandy shall have the right, in its sole discretion, to select its own legal counsel to defend IMCandy from any Claims (but by doing so shall not excuse Your indemnity obligations) and You shall be solely responsible for the payment of all IMCandy's reasonable attorneys' fees incurred in connection therewith. You shall notify IMCandy immediately if You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect Your or IMCandy's ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of IMCandy, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for IMCandy. This defense and indemnification obligation will survive this Agreement and your use of the IMCandy Site.

19. Choice of Law and Jurisdiction.

Unless expressly stated to the contrary elsewhere within the IMCandy Site, all legal issues arising from or related to the use of the IMCandy Site shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the State of Israel applicable to contracts entered into and wholly to be performed within said state. Any claim or dispute between you and IMCandy that arises in whole or in part from the IMCandy Site shall be decided exclusively by a court of competent jurisdiction located in Tel Aviv Israel.

20. Notifications

IMCandy may provide notices to You by email to the email address specified in Your Account, by posting a message to Your Account interface or by posting a message to the IMCandy Site, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages to Your Account interface or on the IMCandy Site). Any notices to IMCandy must be sent to the comany, with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt.

21. General

1. Assignment. You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of IMCandy. Any attempted assignment in violation of this Section will be null and void and of no force or effect. IMCandy may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

2. Waiver; Severability. The failure to require performance of any provision shall not affect IMCandy's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.

3. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the IMCandy Service after such terms have been updated by IMCandy. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to IMCandy. Notwithstanding the foregoing, IMCandy may assign this Agreement to any affiliate at any time without notice. The relationship between IMCandy and You is not one of a legal partnership relationship, but is one of independent contractors