1. Essence of Agreement. Triond a service of Stanza Ltd. (collectively referred to as " Triond "), owning and operating the www.Triond.com Internet Site (the " Site "), offers you a free publishing platform for the purpose of publishing original content and materials in any field of interest, whether in written, visual, audio, video or any other technological form supported by Triond (the " Original Content" or the "Materials "), under and subject to the terms and conditions set forth in this Agreement.
2. Acceptance of Terms. The actual use of the Site shall be construed as and attest your unconditional, unlimited and unreserved acceptance of the terms and conditions set forth herein, and shall be considered as a binding agreement between you and Triond and an undertaking on your behalf to comply with the terms and conditions set forth herein (above and hereinafter referred to as the " Agreement ").
3. Compliance Form. . In order to be able to publish any Original Content on the Site you may be required to complete a simple registration process and form, in which you are required to submit your valid email address, certain personal details, Paypal details for the transfer of any Commissions you shall be entitled to receive under this Agreement, and any additional information which Triond, in its sole discretion, shall deem necessary (the "Compliance Form "). In order for Triond being able to pay any Commissions you may be entitled to receive under this Agreement, certain personal details must be provided in a full and accurate manner, whether as part of the Compliance Form or any other form Triond may require to fill in for the purpose of and prior to the payment of the Commissions. You are requested to notify us of any change in any of the details contained in the Compliance Form .
4. Content. You hereby understand, acknowledge, undertake, represent and warrant that any Original Content sent by you with the intention it be published on the Site shall comply with the following requirements: (i) be your original work; (ii) shall have not been previously publicly published, in whole or in part, on the Internet or in any other media (iii) shall not contain any content of any kind whatsoever that is libelous, illegal or infringes any third parties' copyrights; (iii) if any third parties' copyrights are included in the Original Content, the express, unrestricted and unlimited permission of such copyrights owner for the use of such copyrighted materials has been obtained prior to submitting the Original Content; (iv) shall not contain any derogatory, offensive, unlawful, harmful, threatening, vulgar, profane, abusive, harassing, obscene, pornographic, defamatory or tortuous content;
5. Rights Granted . By submitting your Original Content for publication on the Site, you hereby irrevocably and unconditionally grant Triond, and any of its affiliates (hereinafter also referred to as "Triond"), a irrevocable, perpetual, unlimited free of charge and exclusive right to publish the Original Content on the Site and/or on other Internet Sites the Original Content shall be referred to by Triond (hereinafter also referred to as the "Site"), as Triond shall deem suitable under the terms and conditions of this Agreement, as well as allow I users of the Site to view and further use the Original Content, free of charge, for any such purpose permitted by Triond, provided such use shall not be for profit generating purposes. Without derogating from the above, Triond shall be entitled to edit, delete, cutback, rephrase, reproduce, copy, translate, merge, add, use and make use of the Materials, in whole or in part, in any way or manner and at any time, as Triond shall deem appropriate in its sole discretion.
6. Author's Rights. You shall continue to retain all authorship and copyrights to the Materials submitted for publication through the website.
7. Writing Guidelines. Triond may publish, from time to time, writing guidelines for Original Content submitted for publication (such as but not limited to: number of words, use of paragraph headings, structure guidelines, etc.). If such guidelines are published, the Original Content shall be required to comply with such guidelines.
8. Publishing Period. For avoidance of any doubt, Triond does not undertake to and shall not be obligated to publish any Materials submitted for publication on the Site, nor does Triond undertake to or shall be obligated to publish any of the Materials on the Site for any minimum or certain period of time.
9. Advertising & Links. You hereby understand, acknowledge and agree that the pages on the Site will contain advertising and promotional materials as well as links to other sites (a " Linked Site "), as shall be determined by Triond in its sole discretion. Triond is and shall not be responsible for any content, services, products or goods which appear and/or are advertised on any Linked Site, nor for the availability and functionality of such (" Linked Sites "). Triond reserves the rights to remove, in its sole and absolute discretion, any and all links which may appear in any Original Content. Without derogating from the above, Triond will remove from the Materials any links that link/refer to advertisements or any other content of promotional/advertising nature.
10. Remuneration. The publishing of Original Content submitted by you on the Site, shall entitled you to receive a certain commission, as provided herein:
(i) Triond will pay you a commission in the amount of 50 % of the net amounts it shall actually receive from third parties' advertising on the page on which the Original Content appears and which are relatively attributed to your Original Content, as shall be determined by Triond (the " Commission "); Changes or differentiations in the rate of the Commission may be made by Triond in its sole and absolute discretion. Any change in the rates of the Commission shall not apply to payments due with respect to Original Content published on the Site prior to the change. Triond may, in its sole and absolute discretion, pay referral commissions with respect to user-referrals, in accordance with its referral policy terms and conditions.
(ii) Commission will be paid subject to actual receipt of payments by Triond from third parties. Triond will maintain sole and absolute discretion with respect to payments it will charge from such third parties, and the collection of payments from third parties.
(iii) Payment of any Commissions due and payable with respect to any published Original Content shall be by made on the 30 th day of each month. In the event that the Commission you are entitled to receive for a certain month is less than $US50 (Fifty Dollars), Triond shall be entitled to carry over payment to the subsequent month(s), until the aggregate Commission to be paid shall reach such minimum amount.
(iv) Commission will be paid in US Dollars, unless otherwise determined by Triond in its sole discretion.
(v) Triond will make an effort to (but shall not be obliged to) notify you when payment of Commission should be expected. The Compliance Form shall be construed as your instructions and power of attorney to issue a tax-invoice with respect to each and every Commission payment and such tax-invoice will be issued in accordance with the information contained in the Compliance Form. Subject to the provision of the applicable law, if specific confirmation on your behalf shall be required prior to payment of the Commission such confirmation shall be a pre-requisite condition for payment of the Commission.
(vi) Payments of Commission will be made to a "PayPal", or similar internet payment accounts, opened in your name and which details fully correspond and comply with those provided by you in the Compliance Form, or by cheque sent by mail to the address indicated in the Compliance Form. Inaccurate or non-complying details may result in Triond not being able to make payment of Commissions to you. Triond shall be entitled, in its sole discretion, to make payment by alternative payment methods. Any transfer-commission/charges will be deducted from the Commission payments.
(vii) Triond shall not be liable in any way or manner for failing to make payment of Commissions if you do not make the Payment Confirmation or due to inaccurate or non-complying details, or due to any other reason which is under your control. In addition, Triond shall not be liable in any way or manner in the event of failure to make payment PayPal or any other internet payment operator. In the event of non-payment due to inaccurate or non-complying transfer details, Triond shall not be required to take any actions to locate your transfer details, or to continue to hold such Commission payments in your favor for a period of more than 6 months.
(viii) You shall be responsible for any and all personal taxes due and payable with respect to payment of Commissions you shall receive. If payment of VAT is applicable with respect to the payment of Commission, Commission amounts shall be deemed as including VAT. Nothing contrary to the above, Triond shall be entitled to withhold any taxes on any payments to be made as provided herein, as shall be required by the applicable law, and at such rates determined by the relevant tax authorities.
12. Anti-Spam/Junk Mail Policy. You undertake, represent and warrant not sending any emails, messages or otherwise communicate with any other users of the Site, which is not wanted or requested by such users. Bulk email messages that will be sent to a group of people who have no desire to receive such messages are forbidden.
13. Fraudulent Use. You undertake, represent and warrant not to, directly or indirectly, by yourself or through any third party, generate in any way or manner, by use of any means of technology, software or otherwise, any increased, artificial or false traffic, usage, viewing, or entrances to any Original Content, advertisements, banners, or other content and materials of any kind in order to, whether for the purpose of increasing you Commission payments or any other purpose.
14. No Employer-Employee Relationships . No employer-employee relations exist or shall exist with Triond and the use of the Site and/or the submission of Original Content to the site does and shall not create any such relationship.
15. Operation of the Site . Triond reserves the right to suspend and/or modify the operation of the Site and/or to discontinue or cease, temporarily or permanently the operation of the Site, as it shall deem necessary in its sole discretion. No prior notice shall be required to be given by Triond with respect to any of the above mentioned events and you shall have no claim whatsoever against Triond or any of its directors, officer or employees upon such action. The suspension, discontinuation or ceasing of the Site's activity shall not affect your right to payment of Commissions due with respect to such period before the discontinuation of the operation of the site.
16. Termination of Rights . If Triond shall be in the opinion that you have not complied with the terms and conditions of this Agreement, in whole or in part, Triond shall be entitled to terminate your right to submit and/or publish Original Content on the Site, and to cancel any registration of your to the Site. Upon the termination of your rights notice shall be sent to you by Triond. Consequently to and concurrently with the termination of your rights as provided herein, your rights to payment of Commission shall also terminate.
17. Disclaimer. THE USE OF THE SITE IS AT YOUR OWN RISK. Triond MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, ITS CONTENTS, ANY MATERIALS OR INFORMATION PUBLISHED, ADVERTISED, OFFERED OR OTHERWISE MADE AVAILABLE ON THIS SITE. FURTHERMORE, Triond DOES NOT MAKE ANY WARRANTY AS TO THE ACHIEVEMENT OF ANY EXPECTED RESULT, OUTCOME, CONSEQUENCE OR PURPOSE FROM THE USE OF THE SITE OR ANY OF THE MATERIALS PUBLISHED ON THE SITE.
18. Limitation of Liability. To the fullest extent permitted by the applicable law, Triond and any of its shareholders, directors, officers or employees shall not be liable for any damages, losses or expenses, direct or indirect, sustained or suffered by you by or as a result of the use of the Site or the Original Content, even where notice of the possibility of incurring such damages, losses or expenses was given.
19. Indemnification. You hereby agree to fully indemnify, defend and hold Triond, its directors, officers, employees and consultants harmless, immediately on demand, from and against any and all clai ms , liabilities, damages, losses, costs, and expenses, arising out of your use of the Site and the breach of any of the provisions of this Agreement by you.
20. Governing law. The provisions of this Agreement and any matters relating hereto shall be governed by, and construed in accordance with the laws of the State of Israel. You hereby irrevocably agree that the competent courts in the Tel-Aviv District shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising with respect thereto.
21. Entire Agreement. The terms and conditions of this Agreement shall constitute the entire agreement with respect to your use of the SITE, whether your Original Content is submitted and published or not. Triond may change and/or modify this Agreement, and any term and condition thereof, in its sole and absolute discretion, without being required to provide any prior notice of any such change and/or modifications.
22. Waivers. No failure or delay to exercise any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.
23. Absence of Third Party Beneficiaries . No provisions of this Agreement, whether expressed or implied, are intended or shall be construed as conferring upon or giving any third party any rights, remedies or other benefits of any kind whatsoever.
24. Language . This Agreement is in the English language only. Any versions hereof in any other language shall be for accommodation only and shall not be binding upon Triond .
25. Notices. Any notices to be sent to you by Triond shall be sent to the email address registered in the Compliance Form, and shall be deemed to have been received within 24 hours. Any notices to be sent by you to Triond shall be sent to such email address published on the Site, and shall be deemed to have been received within 24 hours.