The Smart Content service (the "Service") is owned and operated by Smart Content Ltd. ("Smart Content" or "we" or "us"). The Service is comprised of various web pages, servers and related software that enable users to subscribe to and/or access web based content, applications and services made available by third party content providers ("Content Providers"). During the registration process, and when you download the client software for the Service, you are required to agree to the following terms and conditions for use of the Service and any operating policies that may be published by us from time to time (collectively, the "Terms of Use"). From time to time, we may change the Terms of Use. When we do so, we will use reasonable means to provide notice of the change. You agree that your continued use of the Service after notice of a change has been posted constitutes your acceptance of any changes to the Terms of Use. If you do not approve of the changes, you should cease your use of the Service. Therefore, we recommend you check this page and the Smart Content web site periodically for updates. Irrespective of our right to modify the Terms of Use, we reserve the right to modify or discontinue the Service, temporarily or permanently, with or without notice. You agree that we shall not be liable to you for any modification to or discontinuance of the Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" BUTTON OR DOWNLOADING AND INSTALLING THE SMARTCONTENT CLIENT SOFTWARE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE, AND YOU AGREE TO AND ARE BOUND BY ALL OF THE TERMS OF USE. USER REGISTRATION, PASSWORD AND SECURITY

To register for the Service, you must provide certain personally identifiable and general demographic information. During the registration process, you agree to: (a) provide accurate, current and complete information (the "User Information"), and (b) maintain and update your User Information in order to keep it accurate, current and complete. If we learn or suspect any of your User Information is not accurate, current or complete, we reserve the right to suspend access to or terminate your account, immediately and without notice, and to refuse any future use of the Service. As part of the registration process, you will receive a user name and password, and an account will be established for you. You are responsible for maintaining the confidentiality of your user name and password and for all activities in connection with your account. If you become aware of any unauthorized use of your password or account, you agree to notify us immediately. Further, you may not transfer or sell your account to another party.

PRIVACY STATEMENT
The Smart Content Privacy Statement is incorporated by this reference and is part of these Terms of Use. By accepting the Terms of Use, you acknowledge you have read the Privacy Statement and consent to Smart Content's privacy practices. Please direct any questions you might have about our privacy practices to info@smartcontent.com

PROHIBITED USES
In connection with your use of the Service, you agree not to (a) upload, post, or otherwise transmit any viruses or other harmful, disruptive, or destructive files; (b) access or attempt to access any software or content you are not authorized to access; (c) disrupt or interfere with the security of, or otherwise cause harm to, the Service, or any systems, accounts, passwords, servers, or networks connected to or accessible through the Service; (d) use any data mining, robots, or similar data gathering and extraction methods; or (e) post, transmit, or access through the Service materials that would violate any law or the rights of others, including, without limitation, any threatening, harassing, defamatory, or obscene materials, materials that violate laws against copyright infringement, rights of privacy and publicity, or junk mail, Spam, chain letters, or other unsolicited bulk e-mail, commercial or otherwise. Further, you agree to abide by all local, state, national and international laws and regulations applicable to your use of the Service.

USE OF CONTENT
You acknowledge and agree that as between you and Smart Content and the Content Providers, the text, graphics, audio, video, data, and applications ("Content"), including their selection, arrangement, and associated "look and feel", made available in connection with the Service, are owned by Smart Content and/or the respective the Content Provider and protected by their rights under copyright, trademark, patent, and/or other applicable laws. Any misuse of the Content will violate such laws and the Terms of Use and may subject you to civil and criminal penalties. Except as expressly provided in conjunction with your use of the Service, neither Smart Content nor the Content Providers grant any express or implied rights to use the Service or Content, including, without limitation, to copy, frame, upload, modify, sell, republish, transmit, assign, distribute, license/sublicense, reverse engineer, or create derivative works. You may, however, store and view the Content on your handheld or other device supported by the Service solely for personal, non-commercial purposes. Smart Content and the Content Providers reserve all rights in and to the Content not expressly granted herein. RIGHT TO DISCONTINUE AVAILABILITY OF CHANNELS

In our sole discretion and without notice we reserve the right, but not the duty, to (a) delete any Content from the Service and/or your account; (b) prevent access to any Content available through the Service; and/or (c) substitute one Content Provider for another. By way of example, and not as a limitation, you agree that we may delete or restrict access to any Content, if we believe, in our sole discretion, that a Content Provider:
* Promotes or contains any information or content, including but not limited to visual images, that is unlawful, false or misleading or that promotes illegal conduct or purposes;
* Promotes bigotry, racism, hatred, or harm of any kind against any group or individual;
* Is or could be in any way harmful to minors;
* Is harassing, libelous, invasive of another's privacy, abusive, threatening, vulgar, obscene, tortious, or otherwise objectionable;
* Infringes or may infringe the intellectual property or other rights of another;
* Involves the transmission of "junk mail", "Spam", "chain letters", or unsolicited mass distribution of email or SMS;
* Is operated or published by a third party who has not entered into an agreement with us, or is operated or published by a third party who is in breach of an applicable agreement; or
* We otherwise deem it is inappropriate for the Service.

TERMINATION
Any misuse of the Service, breach of the Terms of Use, or any breach of the software license agreement for the Smart Content client software will cause the immediate termination of your account and your right/ability to use to the Service.

INDEMNIFICATION
You agree to indemnify, defend and hold Smart Content and its holding companies, subsidiaries, affiliates, officers, and employees harmless from any loss, liability, claim, demand, damage, or expenses (including reasonable attorney's fees) asserted by any third party due to or arising from or in connection with your use of or conduct on the Service.

LINKS TO THIRD PARTY WEB SITES
The Smart Content web site and the Service contain links to other web sites, including of the Content Providers, which we do not control. These links are provided for convenience. We are not responsible and assume no liability for the contents of any of these web sites, and unless expressly stated do not endorse, nor shall the links be inferred as an endorsement of, these web sites or their contents, products, or services.

DISCLAIMER OF WARRANTIES
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND SMART CONTENT THAT IS INTENDED TO GOVERN THE MATTER IN QUESTION (INCLUDING AGREEMENTS CONSUMMATED ELECTRONICALLY, SUCH AS A "CLICK-WRAP" AGREEMENT): THE CONTENT, INFORMATION AND OTHER MATERIALS AVAILABLE THROUGH THE SERVICE AND ALL CHANNELS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SMARTCONTENT, ITS HOLDING COMPANIES, ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, NOR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. WE DO NOT MAKE ANY WARRANTY OR REPRESENTATION AS TO THE USE OR THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE. WE MAKE NO WARRANTY THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SMART CONTENT WEB SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES OR THE DELIVERY OF ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE SERVICE OR ANY PROVIDER OF CONTENT/SERVICES OR CONTENT/SERVICES ADVERTISED THROUGH THE SERVICE OR ANY CONTENT PROVIDER. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED.

LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND SMART CONTENT THAT IS INTENDED TO GOVERN THE MATTER IN QUESTION (INCLUDING AGREEMENTS CONSUMMATED ELECTRONICALLY, SUCH AS A "CLICK-WRAP" AGREEMENT): TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SMARTCONTENT, ITS HOLDING COMPANIES, AFFILIATES OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR ANY CONTENT, FROM THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA RESULTING FROM OUR DELETION OF A CONTENT PROVIDER, FROM NETWORK OR SYSTEM OUTAGES, FROM FILE CORRUPTION OR ANY OTHER REASON. YOU FURTHER AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICE OR ANY CONTENT, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT. IF YOU ARE DISSATISFIED WITH THE SERVICE, THE CONTENT AVAILABLE ON OR THROUGH THE SERVICE, OR WITH ANY OF THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, CONDITIONS, AND/OR LIABILITY FOR SOME TYPES OF DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

GOVERNING LAW/JURISDICTION AND ARBITRATION
The Terms of Use and all aspects of your use of the Service shall be governed, construed and interpreted in accordance with the laws of the State of Israel, without giving effect to principles of conflicts of law or to the Convention on Contracts for the International Sale of Goods. Any dispute, controversy or difference arising out of, in relation to, or in connection with Service, shall be exclusively submitted to and settled by the competent court in Tel-Aviv, Israel.

GENERAL TERMS
The Terms of Use set forth the entire understanding between you and Smart Content with respect to the subject matter hereof and supersede all prior oral or written understandings, communications or agreements not specifically incorporated herein. Any failure by Smart Content to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. The Terms of Use shall be construed without regard to any presumption or rule requiring construction against the drafter. The captions and section headings are for convenience only and do not form a part of the agreement and shall not be used in construing it. The Service is operated by Smart Content from its offices in Israel. Smart Content makes no representation that the Service is appropriate or available for use at other locations outside of Israel, and access to the Service from territories where it may be illegal is prohibited. If you access the Service from a location outside of Israel, you are responsible for compliance with all applicable and respective local laws.

NOTHING IN THIS AGREEMENT IS INTENDED TO OR SHALL EXCLUDE, MODIFY OR RESTRICT THE OPERATION OF ANY APPLICABLE STATUTE OR OTHER LAW, THE PROVISIONS OF WHICH CANNOT BE LAWFULLY EXCLUDED, MODIFIED OR RESTRICTED, INCLUDING WHERE APPLICABLE THE STATUTORY RIGHTS OF CONSUMERS PROVIDED FOR UNDER RELEVANT NATIONAL LAWS OR THE LAWS OF THE EUROPEAN UNION. HOWEVER, IF ANY COURT OF COMPETENT JURISDICTION DETERMINES THAT ANY LIMITATION OF LIABILITY, DISCLAIMER, OR OTHER PROVISION OF THIS AGREEMENT IS ILLEGAL, INVALID OR UNENFORCEABLE IN ANY JURISDICTION, THEN SUCH PROVISION SHALL BE DEEMED MODIFIED TO THE MINIMUM EXTENT NECESSARY TO MAKE IT COMPLY WITH THE APPLICABLE STATUTE OR LAW OF SUCH JURISDICTION, AND THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT.