Perfpie Ltd. (“Mayple”, “we”, “our” or “us”) welcome you (the “User(s)”, or “you”) to use our website at: http://www.mayple.com/ (the “Site”), and our online marketplace platform which connect between marketing service providers and businesses. You may use the Site and the Services (as defined below) or any part thereof only in accordance with the terms and conditions hereunder (the Site together with the Services, the “Solution”).
1. Acceptance of the Terms
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE THE SOLUTION.
2. The service
Mayple has developed a proprietary online solution and marketplace platform to connect companies and businesses (the “Businesses”) with the marketing professionals (the “Marketers”) for the purchase of Marketers’ Services (as defined below), making marketing simpler and more transparent with clear cost saving implications, and which matches between Businesses and Marketers, including by providing personally tailored matching suggestions to both Marketers and Businesses (the “Services”).
The Solution operates as an online marketplace through which a Business may connect to a Marketer either by approaching a Marketer directly through the Solution, or by an automatic matching service available in the Solution, in each case at the Business sole discretion, in order for the Businesses to purchase certain marketing services from Marketer(s) (the “Marketer Services”), under a certain budget as determined by the Business, in its sole discretion (the “Media Budget”), and in consideration for a fee agreed upon by the Marketer and the Business through their use of the Solution, or as otherwise agreed upon with Mayple (“Marketer Fee”). In consideration of Mayple’s operation of the Solution and provision of the Services, Mayple shall be entitled to receive from each Business a certain fee, as agreed upon between the Business and Mayple, through the Solution (“Services Fee”).
Upon your registration to the Solution, we shall issue and provide you personal access credentials (“User IDs”). You may only access and use the Solution, through the User IDs issued to you by Mayple. User is responsible for maintaining the confidentiality of the User IDs provided to it. Any instruction, action, omission or activity occurring through any such User IDs shall be deemed to be provided and/or taken by User, and User shall be solely responsible for all instructions, actions, omissions or activities that occur under such User IDs, including for any unauthorized use of such User IDs or any other breach of security, or any related damage or loss.
In order for the Business to launch a Project and receive Marketers’ proposals for their Marketer Services with respect to such Project, the Business may be required to enable integration of its marketing accounts (e.g., Facebook, Google AdWords, Google Analytics) (collectively, the “Ad-Accounts”), with the Solution, and thereby to provide, certain Marketer(s) approved by Business, at its sole discretion, with view only, temporary, access to the legacy (with performance) Ad-Accounts, in order for such Marketers to review the business legacy campaigns and materialize Marketers’ proposals. It is agreed and acknowledged that Mayple assumes no responsibility for Ad-Accounts integrated by the Business, any instruction, action, omission or activity occurring through any such Ad-Accounts, including remitting payments (including the Media Budget), due to Ad-Accounts in accordance with the Project details, shall be deemed to be taken by Business and Business shall be solely responsible therefore, including for any unauthorized use of such Ad-Accounts or any other breach of security, or any related damage or loss.
The Solution allows the Business to seek marketing and advertising services from the Marketer, by providing their campaign details, including the project goal, desired project objectives/ KPI values, if it desires any additional services (e.g., graphic design services), and details concerning its determined Media Budget (the “Project”), and the Marketer may propose their Marketer Services with respect to the Project, by providing to the Business, through the Solution, the details of their proposal, including the KPI value the Marketer estimate it can achieve (collectively, the “Negotiation Phase”). The Business may thereafter accept any of the proposals it received from Marketers through the Solution, at the Business’s sole discretion (the “Acceptance”). Following such acceptance, the Business shall be required to transfer the Marketer Fees and the Services Fees to Mayple through the Solution (the “Transferred Amounts”), and Mayple shall:
- Perform as transferring agent for Marketers and Businesses and remit Marketer Fees to the relevant Marketers, within thirty (30) business days following the receipt of the applicable payment from the Business for an applicable Project; and
- Collect the Services Fees.
Upon Acceptance, the Marketer shall provide such Marketer Services and manage and operates the Business’ campaigns under the Project, including by making use of the Media Budget as contemplated by the Project, all as agreed upon between the Business and the Marketer through the Solution and as presented on the Solution.
All Services Fees are non-cancelable and sums paid are non-refundable, except as expressly agreed upon between the Business and Mayple, through the Solution. All Transferred Amounts are stated and payable in US Dollars, and shall be added with VAT (as applicable). Business and Marketer, as applicable, will bear and pay all taxes related to or arising from these Terms, except for those taxes based on Mayple’s income. Business may not withhold or set off any Services Fees due to Mayple hereunder.
Notwithstanding anything to the contrary, for any particular Project, Mayple shall not remit or be liable for any payment or any part thereof, or delay of such payment or any part thereof, to the Marketer for such Project until Mayple has received the applicable payment from the Business for such said Project.
3. Use Restrictions
There are certain conducts which are strictly prohibited on and/or with respect to the Solution. Please read the following restrictions carefully. Your failure to comply with the provisions hereunder may result (at Mayples sole discretion) in the termination or suspension of your access to the Solution and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf:
- copy, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the Solution or any content therein and any other information, material and data available on the Solution (collectively, the “Content”), in any way, or publicly display, perform, or distribute the Content, without Mayple’s prior written consent. For purposes of these Terms, any content and any other information, material and data, including without limitation personally identifiable information or Personal Data as such term is defined under the EU General Data Protection Regulation 2016/679 (“GDPR”), which were originally uploaded to the Solution by you or on your behalf, or were originally owned by you, , or were created as work made for hire by Marketer or on his behalf (collectively, the “User Content”), shall not be considered as Content;
- make any use of the Content on any other website or networked computer environment for any purpose;
- create a browser or border environment around the Solution and/or Content, link, including in-line linking, to elements on the Solution, such as images, posters and videos, and/or frame or mirror any part of the Solution;
- transmit, distribute, display or otherwise make available through or in connection with the Solution any content including User Content, which may infringe third party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful content;
- transmit or otherwise make available in connection with the Solution, and/or use the Solution to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
- interfere with or disrupt the operation of the Solution, or the servers or networks that host the Solution or make the Solution available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
- sell, license, or exploit for any commercial purposes other than as expressly permitted hereunder for your own internal benefit, any use of or access to the Content and/or Solution;
- use the Solution for and/or in connection with any form of spam, unsolicited mail or similar conduct;
- bypass any measures which may be used to prevent or restrict access to the Solution and/or certain functionalities therein;
- use the Content and/or the Solution for any illegal, immoral or unauthorized purpose;
- provide User Content that is or may reasonably be believed to be illegal, fraudulent, or unauthorized or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves, or you reasonably believe or should reasonably believe to involve, any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
- provide User Content that does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations;
- infringe or violate any of these Terms.
If you are a Marketer, you may also:
- only use the Media Budget funds in accordance with the instructions, Project details and marketing strategy, agreed upon by Business and Marketer in the scope Project, following the Negotiations Phase as set forth and displayed in the Solution. Any other use of the Media Budget funds is prohibited;
- only act in accordance with any applicable law, regulations, and publishers’ policies (including without limitation: Facebook, Google, AdWords and LinkedIn).
You hereby further agree that all communication by and between the Business and the Marketer shall be made solely through the Solution.
5. Intellectual Property
“Intellectual Property” means proprietary and intellectual property, including the Solution, its logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, Mayple’s proprietary software, algorithms and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Solution and any part thereof), specifications, methods, procedures, information, know-how, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered.
The Intellectual Property is owned and/or licensed to Mayple, and is subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Mayple’s proprietary rights, including Mayple’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Terms.
hereby grants you, and you accept, a personal, non-exclusive, non-commercial, non-transferable, non-sublicensable, fully revocable, limited license to use the Solution and Content, solely for the limited purpose of using the Solution for your personal, non-commercial needs in accordance with the Terms.
“Perfpie”, “Mayple” and all logos and other proprietary identifiers used by Mayple in connection with the Solution, (“Mayple Trademarks”) are all trademarks and/or trade names of Mayple, whether or not registered. All other trademarks, Solution marks, trade names and logos which may appear on or with respect to the Solution belong to their respective owners (“Third-Party Marks”). No right, license, or interest to Mayple Trademarks and/or to the Third-Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Mayple Trademarks or the Third-Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein or by the relevant owners of such Third-Party Marks.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Mayple and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Solution, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Mayple marks and logos, whether registered or not.
6. Your Obligations
You hereby represent and warrant that you: (i) shall be and remain exclusively responsible for all User Content created, uploaded to the Solution, or provided by you, on your behalf or through your account, and that all such User Content has been and shall be legally obtained, does not and will not infringe any third party rights, (ii) shall allow Mayple, its agents, subcontractors, and third-party service providers, to access, use, transfer, display, reproduce, and modify your User Content, for the sole purpose of providing the Services and Mayple internal research, development, and enhancement of the Services and/or the Solution and related products and services, (iii) shall comply with all applicable laws and regulations with respect to your activities under these Terms, (iv) have provided sufficient notices and obtained necessary or advisable consents required from any third-party and have otherwise the lawful basis upon which to share any of your User Content through your use of the Solution, including any personal information included therein. You hereby agree and acknowledge that any proposal, provided by a User in the Negotiation Phase, including any value therein, is not binding upon the Business and the Marketer, negotiating in such Negotiation Phase, until such time that the Business has accepted any of the proposals it received from Marketers through the Solution as shall be displayed and recorded through the Solution.
You may use the Solution only if you are at least sixteen (16) years old.
8. Third Party Components
The Solution may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). You acknowledge that Mayple is not the author, owner or licensor of any Third-Party Components, and that Mayple makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Solution or any portion thereof (except for the Third-Party Components contained therein) be deemed to be “open source” or “publicly available” software.
While making every reasonable effort to provide you with the best user experience, please note that certain features of the Solution are currently in the Beta stage of development. This means that we are currently testing such features of the Solution, and you may therefore experience occasional issues while using the Solution. In addition, the Solution’s availability and functionality depend on various factors, such as communication networks, software, hardware, and Mayple’s Solution providers and contractors. Mayple does not warrant or guarantee that the Solution or any part or feature thereof will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free, or that no damages, loss of data or file corruption may occur. You acknowledge and agree that Mayple and its affiliates, partners, suppliers and licensors shall have no liability to you for any loses suffered resulting from or arising in connection with any such compatibility or interoperability issues.
10. Changes to the Solution
Mayple reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Solution (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Content available through the Solution may be changed, modified, edited or extended in terms of content and form or removed at any time without any notice to you. You agree that Mayple shall not be liable to you or to any third party for any modification, suspension, error, malfunction or discontinuance of the Solution (or any part thereof).
11. Disclaimer and Warranties
Mayple does not warrant or make any representations regarding the use, the inability to use or operate, or the results of the use or operation of the solution (or any part thereof).
The solution (and any part thereof), including without limitation any content, data and information related thereto, are provided by mayple and its affiliates, including any of their officers, directors, shareholders, employees, sub-contractors, agents, parent companies, subsidiaries and other affiliates (collectively, “mayple affiliates”) on an “as is” and “as available” basis, without any representation, guarantees or warranties of any kind, express or implied, including warranties of usability, accuracy, quality, availability, reliability, suitability, completeness, truthfulness, as well as warranties of title or non-infringement or implied warranties of use, merchantability, success or fitness for a particular purpose or use, and you acknowledge and understand that no guaranty of success, effectiveness or results has been given or should be expected.
Mayple is making efforts in order to maintain the quality of the services, but it does not warrant or make any representations regarding the quality, usability, accuracy, availability, reliability, suitability, completeness or truthfulness of the marketers services or of the user content, nor does it sponsor any marketer. Mayple shall have no liability for any rating or recommendation of marketers or businesses presented through the solution. Any recommendation or rating you submit must be truthful and non-defamatory and you assume all responsibility for such submissions. Any reliance on recommendations and ratings is at your sole responsibility and you acknowledge that mayple may not review, verify or monitor any such recommendations or ratings or any user content.
Mayple is making efforts in order to maintain the security of the services, but it does not warrant that the operation of the solution, of the marketer services, the ad accounts used in the framework of your use of the solution (and any integration therewith), or of the user content, are or will be secure, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations. Mayple may, at its sole discretion and without an obligation to do so, correct, modify, amend, enhance, improve and make any other changes to the solution at any time, or discontinue displaying or providing any content or features without any notice to you.
Please note: you hereby agree and acknowledge that in the scope of provision of the solution, mayple provides its users or otherwise makes available to users, certain information regarding other users which is relevant and required for the provision of the solution. Such information is derived in part from information provided by users and mayple is in no way responsible for, liable for, nor makes any representations with respect to such information correctness, truthfulness and accuracy.
You agree and acknowledge that the use of the solution, including use of and/or reliance on any content available through the solution, is entirely, or otherwise to the maximum extent permitted by applicable law, at your own risk.
12. Limitation of Liability
Except for liability resulting from gross negligence, willful misconduct and mayple’s breach of its obligations hereunder to transfer the transferred amounts (to the extent not resulting from users’ provision of insufficient funds or incorrect payment details and which liability will be limited solely to the amount of the transferred amount), in no event shall mayple and/or any of mayple ffiliates be liable for any damages whatsoever, including direct, indirect, special, incidental or consequential damages of any kind, resulting from or arising out of the solution, use or inability to use the solution, failure of the solution to perform as represented or expected, any actions or omissions of businesses and/or marketers, loss of goodwill, data or profits, the performance or failure of mayple to perform under these terms, and any other act or omission of mayple or by any other cause whatsoever, including without limitation damages arising from the conduct of any users and/or third party sites.
No action may be brought by you for any breach of these terms, more than one (1) year after the accrual of such cause of action. As some states do not allow the exclusion or limitation of incidental or consequential damages, then such limitations only may not apply to a user residing in such states.
Such limitations, exclusions and disclaimers shall apply to all claims for damages, whether based in an action of contract, warranty, strict liability, negligence, tort, or otherwise. You hereby acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for mayple’s solution to you, and such limitations will apply notwithstanding the failure of essential purpose of any limited remedy, and even if mayple and/or any mayple affiliates has been advised of the possibility of such liabilities and/or damages.
The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction and except as expressly stated in this section 12, in no event shall mayple’s cumulative liability to you exceed amounts paid by you to mayple for use of the solution. If you have not made any payments to mayple for the use of the solution, then mayple shall not have any liability towards you.
14. Amendments to the Terms
Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Mayple and you.
Any term and condition, including any parameter or value, with respect to a Project, agreed upon between the Business and the Marketer through their use of the Solution and is presented on the Solution, following Acceptance, shall be determinable and binding upon the Business and the Marketer (as applicable), in connection with the Marketer’s and/or Business’ rights and obligations under the applicable Project.
These Terms and the rights and remedies provided hereunder, and any and all claims, disputes and controversies arising thereunder or related thereto and/or to the Solution, their interpretation, or the breach, termination or validity thereof, the relationships which result from these Terms, or any related transaction shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles, and shall be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in Tel Aviv, Israel.
Mayple may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Solution to a third party without your consent or prior notice to you. Your rights and obligations under the Terms are not assignable. Any attempted or actual assignment thereof without Mayple’s prior explicit and written consent will be null and void.
These Terms, to the extent applicable to the Marketer Services, shall be considered a binding agreement between any applicable Business and Marketer engaged in the framework of such Marketer Services, and each such party shall have privity of contract with the other party. These Terms shall be considered, as applicable, as an agreement for the benefit of an intended third party beneficiary.
If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
These Terms constitute the entire terms and conditions between you and Mayple relating to the subject matter herein and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Mayple and you, including, without limitation, those made by or between any of our respective representatives, with respect to the Solution. You agree that you will make no claim at any time or place that these Terms have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Mayple in entering into these Terms.
If you have any questions (or comments) concerning the Terms or the Solution, you are welcome to send us an email to the following address, and we will make an effort toreply within a reasonable timeframe: firstname.lastname@example.org.
By contacting us, you represent that you are free and authorized to do so and that you will not knowingly provide Mayple with information that infringes upon third parties’ rights, including any intellectual property rights nor will you provide us with any non-authorized information. You further acknowledge that notwithstanding anything herein to the contrary, any and all rights, including intellectual property rights in such information provided, shall belong exclusively to Mayple, and Mayple may use or refrain from using any such information at its sole discretion.