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Terms of Use

(Last Updated: August 22, 2011)

General:

The following terms of use (the "Terms of Use"), as may be amended from time to time, are a legally binding agreement between TopicBay Ltd. ("TopicBay") and you, as a user ofTopicBay's website (the "Website"), which governs your relationship with TopicBay, together with TopicBay's Privacy Policy, incorporated herein by reference.By accessing and/or using the Website, You acknowledge that you have read and understood, and that you agree to abide by these Termsof Use. If you do not agree with any of the terms under this Privacy Policy and/or the Terms of Use, you should avoid using the Website.

TopicBay reserves the right to modify theseTerms of Use at any time and such modifications shall be in immediate effect following publication on the Website. Your continued access and/or use of the Website constitute your acceptance of such modifications.

User Account:

TopicBay offers its registered users a unique internet platform for the sale and purchase of various types of content, such as editorials, reviews, critiques, reports, and articles or similar essays (collectively, the "Content"). Please note that certain parts of the Website are only accessible to registered users. In order to become a registered user, you must successfully complete the registration process established by TopicBay, including defining a personal user account (an "Account").

TopicBay has the right to refuse to establish an Account or to close any existing Account for fraud, copyright infringement, violation of any third party's rights of privacy or publicity, submission of material that is offensive in nature or illegal or for any breach on your part of these Terms of Use. If your Account is terminated for any reason, you must obtain written consent from TopicBay prior to establishing another Account. If you attempt to do so without obtaining such consent, TopicBay may permanently ban you from the Website. You may not have more than one active userAccount at any time without the written consent of TopicBay.TopicBay may block, restrict, disable, suspend or terminate your access to all or part of the Website and the Content at any time in its discretion, without prior notice or liability to you. Furthermore, TopicBay will not be liable for any damages, including actual, indirect, special, or consequential damages arising from your access and/or use of the Website or the termination of your user Account.

Representations and Warranties:

You represent, warrant and further covenant that:

(1) You have the full right, power and authority to enter and abide to these Terms of Use and to fully perform all of your obligations hereunder and you are under no legal disability or contractual restriction that prevents you from abiding by these Terms of Use;
(2) You will not publish or otherwise post on the Website any material which infringes any rights of TopicBay or of any third party or which may be construed as being defamatory, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate or illegal; and
(3) You will not engage in any conduct that may constitute a violation of any law.

Intellectual Property:

All Content on this Website,the design of the Website (including scripts,graphics and icons) are protected by copyright, trademark, patent, trade secret and other intellectual property laws and regulations. You will not make any kind of unauthorized use of the Content or any portion thereof. Except as expressly provided herein or in any other agreement provided herewith, TopicBay does not grant any express or implied permission or license to use any part of the Content or the Trademark(s) (as defined below). You further agree not to copy, republish, link to, download, transmit, modify, adapt, create derivative works based on, sell, assign, distribute, display, perform, license or sublicense any portion of the Website and/or the Content. In addition, youagree not to use any data mining, or similar data collection methods in connection with the Website and/or the Content.

For purposes hereof, the term "Trademark(s)" shall mean all trademarks, logos, service marks, trade names, internet domain names, used by TopicBay now or in the future. You agree that you will not contest or otherwise challenge, or assist or encourage any other person or entity to contest or challenge, the validity of any of the Trademarks.

Indemnification:

You shall indemnify and hold TopicBay harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of or related to your conduct, your use or failure to use the Website, your breach or alleged breach of these Terms of Use or of any representation or warranty contained herein, your unauthorized use of the Content and/or your violation of any rights of a third party.

Disclaimer:

The Website and services provided in the framework thereof are provided by TopicBay under these Terms of Use "As Is" without warranty of any kind, either express, implied, statutory or otherwise, including, but not limited to, the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, TopicBay makes no warranty that: (i) the Website will meet your requirements; (ii) access to the Website will be uninterrupted; (iii) the quality of the Website will meet your expectations; and/or (iv) any errors or defects in the Website will be corrected.

In the event that TopicBay provides links from its Website to any thirdparty's website, these Terms of Use shall not apply thereto and your use or access to such third party's website shall beat your sole responsibility and governed by such website's independent policies. Accordingly, TopicBay makes no warranty of any kind, express or implied, and accepts no responsibility for any content of such third parties or their websites. The inclusion of any link does not imply affiliation, endorsement, or adoption by TopicBay. Without derogating from the generality of the aforementioned, TopicBay may offer You the opportunity to use or otherwise receive access to certain images, illustrations and photographs (the "Photos"), through an Application Program Interface (API)to the Photos database of a third-party website named Depositphotos.com. This service is provided by TopicBay solely for convenience purposes and is not in any way endorsed by TopicBay and TopicBay shall not in any way bear any liability with respect thereof. Any use of the Photos by You is governed under Depositphotos' regulations and policies which can be found at http://submit.depositphotos.com/legal-information.html

Miscellaneous:

These Terms of Useshall be governed by the laws of the State of Israel without regard to applicable conflicts of law provisions.The parties agree that any disputes arising from these Terms of Use shall be resolved in the competent court of Tel-Aviv and agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available. If any of these Terms of Use is held void or unenforceable, it shall not affect the validity of the balance of rest.