Welcome to www.gizmoz.com (the "Website") and other sites owned, operated or controlled by Gizmoz Inc. or its affiliates (collectively, "Gizmoz"). Gizmoz is a multimedia communications company which enables an advanced medium of visual expression for consumers and Pop Culture businesses on any network such as TV/IPTV, Mobile and Internet. The services offered by the Website  include the Gizmoz technology, Gizmoz Talking Headz client, and any other features, content, Software (as defined below) or applications offered from time to time by Gizmoz in connection with the Website (collectively, the "Services").

These Terms of Use (the "Terms of Use" or the "Agreement") set forth the legally binding terms for your use of the Website and the Services, whether from the Website or from a third party website or mobile application. By using the Website or the Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Website) or you are a "Member" (which means that you have registered with our Website). The terms "User", "You" or "You" refers to a Visitor or a Member.

A User is only authorized to use the Services if the User agrees to abide by all applicable laws and to this Agreement. Please read this Agreement carefully before using this Website or the Services so that You are aware of Your legal rights and obligations. If You do not agree with these Terms, You should discontinue use of the Website and Services. User's use of the Website and the Services constitute his or her acceptance of: (i) this Agreement, (ii) Gizmoz's privacy policy at [www.gizmoz.com/privacy], and (iii) all or the rules and restrictions of Gizmoz related to the Services, as they may change from time to time.

In order to participate in certain Services, You may be notified that You are required to download software ("Software") or content and/or agree to additional terms and conditions. Unless otherwise provided by those additional terms and conditions, those additional terms are hereby incorporated into this Agreement. Any Software and other material downloaded or otherwise obtained through the use of the Website is done at User's own discretion and risk and User will be solely responsible for any damage to User's computer system or loss of data that results from the download of any such software and material. Except as set forth in the applicable license agreement, any further copying, reproduction or redistribution of the Software is expressly prohibited.

We reserve the right, at our discretion, to update or revise these Terms of Use. Please check the Terms of Use periodically for changes. Your continued use of the Website and/or the Services following the posting of any changes to the Terms of Use, or notification to you of the changes, constitutes acceptance of those changes.

You affirm that You are over the age of 13, as the Website is not intended for children under 13. If it comes to Gizmoz's attention through reliable means that a registered user is a child under 13 years of age, Gizmoz will cancel that User's account. If You are under 13 years of age, then please do not use the Website-there are lots of other great web sites for You. Talk to Your parents about what sites are appropriate for You.

AGREEMENT TO RULES OF USER CONDUCT

You agree to abide by the Rules of User Conduct specified at the end of these Terms of Use, including but not limited to, agreeing not to use the Website and the Services for any unlawful purpose. Should You object to any term or condition of these Terms of Use, or should You become dissatisfied with Gizmoz in any way, Your only recourse is to immediately discontinue Your use of the Website or Services. You may do so at any time and for any reason by simply following the instructions on Your account page to delete Your Gizmoz account. You also understand that Gizmoz may terminate Your membership for any reason at any time. If Gizmoz terminates Your account because You have breached these Terms of Use, You will not be entitled to any refund, reimbursement, or remuneration.

In order to access some of the Services of the Website, You will have to create an account. You may never use another person's account without their permission. When creating Your account, You must provide accurate and complete information. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify Gizmoz immediately of any breach of security or unauthorized use of Your account. You will be liable for any use made of Your account or password and the losses of Gizmoz or others due to such unauthorized use. Gizmoz will not be liable for Your losses caused by any unauthorized use of Your account.

PROPRIETARY RIGHTS

Copyright laws are designed to prevent people from reproducing audio files, videos, images and photographs unless they own the copyright or are authorized by the copyright owner. In the simplest terms, the copyright owner is the person who created the audio file, video or image or who took the photograph. You acknowledge and agree that all content and materials available on the Website, including without limitation, all User Submissions (as defined below), the images, text, documents, ratings, products, software, graphics, photos, sounds, videos, interactive features, services and any other content on the Website ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws to the maximum extent permitted by law and are owned by, or licensed to, Gizmoz. You may only email or post Content if You are the owner or authorized by the owner. The Content on the Website is provided to You "AS IS" for Your information and personal use only and except as expressly authorized by Gizmoz, You agree not to sell, license, rent, modify, distribute, reproduce, transmit, publicly display, publicly perform, publish, adapt or create derivative works from such Content without Gizmoz's prior written consent, and agree to abide by any and all copyright notices displayed on the Website. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Content.

"Gizmoz" is a registered mark in the U.S. Patent and Trademark Office. All other trademarks, service marks, and logos used on our Website are the trademarks, service marks, or logos of Gizmoz or their respective owners.

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

Systematic retrieval of data or other content from the Website or Services to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Gizmoz is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in these Terms of Use is prohibited.

USER'S GRANT OF LIMITED LICENSE

The Website permits the submission of Content by You and other users ("User Submissions") and the hosting, sharing and publishing of such User Submissions. You will retain ownership of your User Submission. Although Gizmoz does not claim ownership of User Submissions, by submitting the User Submissions, User automatically grants to Gizmoz and its affiliates all necessary rights, permissions and consents and licenses including an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, reproduce, copy, display, perform, adapt, modify, distribute and promote the User Submission in any form, anywhere, for any purpose and through any media channels, including via mobile phones and third party websites. You shall be solely responsible for Your own User Submissions and the consequences of posting or publishing them. You hereby waive your moral rights necessary to grant the licenses herein, and warrant and represent that You own or otherwise control all of the rights to Your User Submission and that public posting and use of Your User Submission by Gizmoz will not infringe or violate the rights of any third party. You also hereby grant each user of the Website or other viewer of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions.

LINKS

The Website may provide, or third parties may provide, links to other websites. Because Gizmoz has no control over such sites, You acknowledge and agree that Gizmoz is not responsible for the availability of such external sites, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Gizmoz shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or products available on or through any such site.

PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Gizmoz respects the intellectual property rights of others, and requests You to do the same. Gizmoz does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Gizmoz will remove all Content if properly notified that such Content infringes another's intellectual property rights. Gizmoz reserves the right to remove Content without prior notice. Gizmoz will also terminate a User's access to the Website if they are determined to be a repeat infringer. Gizmoz may remove such Content and/or terminate a User's access for uploading such Content in violation of these Terms of Use at any time, without prior notice and at its sole discretion.

If You believe that Your Content has been used in a way that constitutes copyright infringement, please provide Gizmoz's Copyright Agent with the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
2. A description of the copyrighted work that You claim has been infringed, including the URL (web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
3. A description of where the material that You claim is infringing is located on the Website, including the URL;
4. Your address, telephone number, and email address;
5. A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. A statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

Gizmoz's Copyright Agent for Notice of claims of copyright infringement can be reached as follows:

Sharon Gever
Gizmoz Inc..
By mail: 4410 Sheridan Ave, Miami Beach FL, 33140
By phone: 18664630371
By fax: +972-3-7514339
By Contact Us

Please also note that under Section 512(f) of the United States Copyright Act any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter-Notification
If You believe that the material You posted was removed by mistake, and that You have the right to post the material, You may elect to send us a counter notice. To be effective the counter-notification must be a written communication provided to our designated agent that includes substantially the following (please consult Your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

1. A physical or electronic signature of the subscriber.
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. Providing URLs in the body of an email is the best way to help us locate content quickly.
3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
4. The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification of infringement or an agent of such person.

Such written notice should be sent to our designated agent as follows:

Sharon Gever
Gizmoz Inc.
By mail: 4410 Sheridan Ave, Miami Beach FL, 33140
By phone: 18664630371
By fax: +972-37514339
By Contact Us

Please note that under Section 512(f) of the United States Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

PRIVACY AND INFORMATION DISCLOSURE

You understand that at any time Gizmoz may supervise chat rooms, forum postings, and filter Content, but that we do not have a duty to do this. You understand that Users can use chat functions and that chat rooms can be dangerous places if You do not use caution and good sense. You agree not to give out any personal information including Your password, Your last name, Your phone number, e-mail address, instant messenger screen name or other contact information, and not to ask for personal information from other users.
Your use of the Website signifies acknowledgement of and agreement to our Privacy Policy. You understand and agree that Gizmoz may, in its sole discretion, preserve or disclose Your User Submission (whether published or not), as well as Your information, such as email addresses, IP addresses, timestamps, and other user information, if required to: (a) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (b) enforce these Terms of Use, including investigation of potential violations of it, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to User support requests, (e) respond to claims that any Content violates the rights of third-parties, (f) respond to claims that contact information (e.g. phone number, street address) of a third-party has been posted or transmitted without their consent or as a form of harassment, or (g) protect the rights, property, or personal safety of Gizmoz, its users or the general public.

DISCLAIMER OF WARRANTIES

THE FOLLOWING SECTION REGARDING DISCLAIMER OF WARRANTIES APPLIES WHETHER OR NOT THE SERVICES PROVIDED UNDER THE WEBSITE OR FROM A THIRD PARTY WEBSITE OR MOBILE APPLICATION ARE FOR PAYMENT.

YOU AGREE THAT USE OF THE WEBSITE AND SERVICES, WHETHER FROM THIS WEBSITE, A THIRD PARTY WEBSITE OR MOBILE APPLICATION IS ENTIRELY AT YOUR RISK. ALL MATERIALS, CONTENT, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, GIZMOZ, ITS SUBSIDIARIES AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, TIMELY OR CORRECT; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, GIZMOZ DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE WEBSITE.

YOU SPECIFICALLY ACKNOWLEDGE THAT GIZMOZ SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL GIZMOZ, ITS LICENSEES, LICENSORS, AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNS AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (EVEN IF GIZMOZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM ANY ASPECT OF THE USE OF, OR INABILITY TO USE, THE WEBSITE INCLUDING THE SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GIZMOZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION TO THE EXTENT PERMITTED BY LAW YOU AGREE THAT THE GIZMOZ'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES SHALL NOT IN ANY CIRCUMSTANCES EXCEED AN AGGREGATE OF THE AMOUNT PAID BY YOU, IF ANY, IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, FOR ACCESSING AND USING THE WEBSITE.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, GIZMOZ'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

INDEMNIFICATION

Upon a request by Gizmoz, You agree to defend, indemnify, and hold harmless Gizmoz and its affiliates, and their respective employees, contractors, officers, and directors from and against any and all liabilities, claims, and expenses, including attorney's fees, arising from: (i) Your use or misuse of the Services, (ii) Your use of the Website; (iii) Your violation of these Terms of Use; (iv) Your violation of any third party right, including without limitation any copyright, proprietary, publicity or privacy right; or (v) any claim that one of Your User Submissions caused damage to a third party. Gizmoz reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Gizmoz in asserting any available defenses.

This defense and indemnification obligation will survive these Terms of Use and Your use of the Website or the Services.

INTERNATIONAL USE

Gizmoz makes no representation that Content on the Website is appropriate or available for use in locations outside the United States, and accessing it from territories where the Content is illegal is prohibited. Those who choose to access the Website and use the Services from other locations do so on their own initiative and are responsible for compliance with local laws.

CHOICE OF LAW AND FORUM

These Terms of Use, the Privacy Policy and the relationship between You and Gizmoz shall be governed by and construed in accordance with the laws of the State of New York, USA, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or Your use of the Website shall be the state or federal courts located in New York, New York, USA, and You further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

SEVERABILITY AND INTEGRATION

Unless otherwise specified herein, these Terms of Use, together with the Privacy Policy and any other legal notices published by Gizmoz on the Website, constitute the entire agreement between You and Gizmoz with respect to the Website and Services and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between You and Gizmoz with respect to such subject matter. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intent of the parties, and the remaining portions shall remain in full force and effect.

TERMINATION

You agree that Gizmoz reserves the right, in its sole discretion, to freeze, delete or deactivate Your account, membership, block Your email or IP address, or otherwise terminate Your use or access to all or part of the Website, with or without notice, for any reason, including without limitation, if Gizmoz believes that You have violated or acted inconsistently with these Terms of Use. Furthermore You agree that Gizmoz shall not be liable to You or any third party for any termination of Your access to its Website or Services. Furthermore You agree not to attempt use of the Website after said termination.

FEEDBACK

We welcome Your feedback on this document. If You have further inquires regarding these Terms of Use, please contact us.

ASSIGNMENT

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by Gizmoz without restriction.

AGREEMENT TO RULES OF USER CONDUCT

The Website permits the submission of User Submissions and the hosting, sharing and publishing of such User Submissions. You understand that whether or not such User Submissions are published, Gizmoz does not guarantee any confidentiality with respect to any User Submissions. Gizmoz has complete discretion whether to accept or reject Your User Submission.

By posting a User Submission or otherwise using any service that may be available to You on or through the Website, You agree that You will not upload, post, or otherwise distribute or facilitate distribution of any content, including text, software, images, sounds, data, or other information that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), uses vulgar language in the creation of a "Gizmoz widget" , a ("Gizmoz Head") or "a clip" or otherwise violates these Terms of Use; (ii) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (iii) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "Spamming"), chain letters or any other form of unauthorized solicitation, (v) constitutes any form of lottery or gambling; (vi) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; (vii) is unfair or deceptive under the consumer protection laws of any jurisdiction; (viii) creates a risk to a person's safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (ix) contains advertisements or solicitations of business; or (x) contains falsehoods or misrepresentations that could damage Gizmoz or any third party.

You also agree that You will not harvest or collect information about the users or members of the Website or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications.

You further agree that You will not knowingly solicit or collect personal information from a minor (anyone under 18 years old). Personal information includes but is not limited to name, address and phone number or name of their school.

Gizmoz does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Gizmoz expressly disclaims any and all liability in connection with User Submissions. Gizmoz does not pre-screen, monitor, edit or police Content submitted by users of chat rooms, message boards or other interactive services that may be available on or through the Website. You understand that when using the Website, You will be exposed to User Submissions from a variety of sources, and that Gizmoz is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You may have against Gizmoz with respect thereto. Hence, all User Submissions or other content posted on, or transmitted through the Website are therefore the sole responsibility of the person from whom such content originated. In other words, if You contribute content to the Website, You are entirely responsible for it.

Last updated: October 1, 2007.