SayMazelTov

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TERMS & CONDITIONS

Terms of Service

SayMazelTov LLC

(May 7,2024)

Welcome & Navigation

Welcome to SayMazelTov.com (the “Site”), the website owned and operated by SayMazelTov (“SMT”, “we,” “our or “us”).  Please read these Terms of Service (also referred to herein as “Terms of Use”), together with any documents that they expressly incorporate by reference, before using the Site. Your access to and use of the Site and the SMT SMT Platform, are subject to your agreement to these terms and conditions. Once you register with the Site, you also agree to our Privacy Policy

THESE TERMS OF SERVICE INCLUDE A BINDING ARBITRATION PROVISION THAT AFFECTS YOUR LEGAL RIGHTS WITH RESPECT TO ANY DISPUTE WITH US (DISCUSSED IN THE “ARBITRATION AND CLASS WAIVER” SECTION BELOW). 

If you do not agree to these Terms of Service , our Privacy Policy , or do not want to enter into an agreement with SMT, please exit and do not access the Site or use the SMT Platform. 

Sections

  • General Terms and Conditions
  • Definition of Users
  • Uses of the SMT Platform and Key Limitations
  • Eligibility to Use SayMazelTov.com
  • Your Promises of Conduct (Acceptable Use)
  • Intellectual Property and Copyright
  • Key Legal Points
  • Miscellaneous
  • Contact Info

General Terms and Conditions

The following Terms of Service (collectively with our Privacy Policy, these Terms of Service (“ToS”) govern your use of  the Site and the features, contents, applications and services provided by us (together with the Site, the “SMT Platform”). This ToS applies to all users of the SMT Platform.

All use of the SMT Platform is subject to our ToS and our Privacy Policy. By accessing and using the SMT Platform, you acknowledge, accept, and agree to the ToS, our Privacy Policy, and all other terms, conditions, procedures and policies that may be published from time to time on the SMT Platform by us, each of which is incorporated by reference.

The ToS, our Privacy Policy represents a binding contract between you and SMT, its subsidiaries, affiliates, assignees and its and their officers, directors, employees and agents (“SMT”, “we”, “us” or “our”), and is in addition to any other agreements between you and us, including any other agreements that govern your use of products, features, content, applications and services available on the SMT Platform. If you are accessing the SMT Platform on behalf of another entity or individual, you represent and warrant that you have the authority to agree to the ToS  and our Privacy Policy on behalf of such entity or individual. If you do not agree with anything contained in the ToS or our Privacy Policy, please do not access or otherwise utilize the SMT Platform. SMT reserves the right to change the ToS, from time to time, upon notice. Use of the SMT Platform following the posting of any changes to the ToS or our Privacy Policy shall be deemed to be acceptance thereof by you. In this ToS, we may refer to a you as “User”, “user” or “users” 

Uses of the SMT Platform. The SMT SMT Platform provides users the ability to receive personalized video messages from talented individuals, creative artists and social media influencers (“Talent’).  

Eligibility to Use SMT. If you do not agree to the ToS, the Privacy Policy, or any other subsequently referenced agreements or documentation, you must not access or register with the SMT Platform. We may, in our sole discretion, refuse to offer access to or use of the SMT Platform to any person or entity and change our eligibility criteria at any time. You are solely responsible for ensuring that as applicable to you, the ToS is in compliance with all applicable laws, statutes, ordinances, rules and regulations. Your right to access the SMT Platform will be immediately revoked where the ToS or use of the SMT Platform is prohibited or to the extent the offering, sale or provision of the SMT Platform services conflict with any applicable law, statute, ordinance, rule or regulation. Further, the SMT Platform is offered only for your use, and not for the use or benefit of any third party.

SMT reserves the right to refuse service, terminate your account and/or user access in its sole discretion and without cause.

To access portions of the Site, use of the SMT Platform or some of the resources it offers, you may be asked to provide certain registration information. It is a condition of your use of the Site that the information you provide is correct, current, and complete. You agree that the information you provide for such registration is governed by our Privacy Policy , and consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other identifying information as part of our security procedures, you must treat such information as confidential and not disclose to anyone. You also acknowledge that your registered account is personal to you and agree not to provide any other person with access to the Site or the SMT Platform through the use of your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. Please use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other Personal Information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service or Privacy Policy.

Age Requirement

In order to register with the Site and create an account, or be a user of the SMT Platform, you represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the SMT Platform. 

Your Promises of Conduct

Registration

When signing up for the SMT Platform or using the SMT Platform, you must provide accurate and complete information and keep your User information updated. You shall not:

  • select or use as a username a name of another person with the intent to impersonate that person;
  • use as a username a name subject to any rights of a person other than you without appropriate authorization;
  • use, as a username, a name that is otherwise offensive, vulgar or obscene.

You are solely responsible for the activity that occurs on your account, and for keeping your User password secure. You may never use another person’s User account or registration information for the SMT Platform. You must notify us immediately of any change in your eligibility to use the SMT Platform, breach of security or unauthorized use of your account. You should never disseminate or disclose login information for your account. You shall have the ability to delete your account, either directly or through a request made to one of our employees or affiliates.

Acceptable Use

By accepting the ToS and using the SMT Platform, you agree not to:

  • Engage in any fraudulent activity of any kind.

If SMT permits you to input information into the SMT Platform, you may not (and may not permit any third party to) input any information or content that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) 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; (iv) impersonates another person, including our employees or representative, or contains any computer virus or other malicious software, code, programs or applications that impair, destroy, limit or prevent the operation of computer hardware or software;(v) is unlawful, defamatory, libelous, threatening, or offensive; (vi) gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) constitutes an unauthorized commercial communication; (viii) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information in your User Submission and that the third party is aware that they may be contacted as a result; and/or (ix) breaches these Terms.

You shall not: (i) take any action that imposes or may impose (as determined by us in our reasonable discretion) an unreasonable or disproportionately large load or burden on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the SMT Platform or any activities conducted on the SMT Platform; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the SMT Platform (or other accounts, computer systems or networks connected to the Services); (iv) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the website; (v) harvest or scrape any Content from the SMT Platform; or (vi) otherwise take any action in violation of the ToS.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the SMT Platform (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the SMT Platform; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. 

We also reserve the right to access, read, preserve, and disclose information to the extent necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce the ToS, including without limitation, investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to your support requests; or (v) protect the rights, property or safety of us, our users and the public. 

Intellectual Property and Copyright.

The contents of the SMT Platform, including the SMT Platform’s look and feel, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of data aggregated by or in connection with your use of the SMT Platform (“Content”), are the property of SMT and are subject to the copyright or other intellectual property rights of SMT and/or to the terms of licenses held by SMT. Such intellectual property is protected by federal and state law.

Third Party Content

The SMT Platform may from time to time display content that is protected by copyright, and in connection with which the copyright owner has granted us a limited use rights  (“Copyrighted Materials”). Any copying, downloading, or distribution  use of any Copyrighted Material without the express permission of the Copyright Owner is prohibited, and may result in monetary and other penalties. It is also just plain wrong.  

User License

Subject to the ToS, we grant each user of the SMT Platform a limited, worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of accessing the Site and using the SMT Platform. Any unauthorized use, reproduction, modification, distribution, transmission, republication, display or performance of the content and software on this SMT Platform, or of any products or services sold by or through SMT, is strictly prohibited. You may copy information from the SMT Platform only as strictly necessary for your own use of the SMT Platform. Otherwise, no portion of the SMT Platform may be reproduced, duplicated, copied, sold, resold, licensed, rented or otherwise exploited for any commercial purpose that is not expressly permitted by us. The commercial use or public dissemination of any information and data gathered from SMT is strictly prohibited, unless specifically authorized in advance by us in writing. Any violation of the foregoing may subject you to compensatory and punitive damages, and shall specifically also entitle us to equitable relief, in addition to any other available remedies.

Prohibited Content 

You agree that you will not display, post, submit, publish or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) 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; (iv) impersonates another person; (v) is unlawful, defamatory, libelous, threatening, or offensive; (vi) gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (vii) constitutes an unauthorized commercial communication; (viii) contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information in your User Submission and that the third party is aware that they may be contacted as a result; and/or (ix) breaches these Terms.

User Content

All Content added, created, uploaded, submitted, distributed, or posted to the SMT Platform by Users (collectively, “User Content”), including without limitation photographic images or multimedia recordings of any type, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent and warrant that you have all rights to provide the User Content and grant the licenses set forth below, to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Ownership

You acknowledge and agree that each Video or other offering from a Talent sent to you by any means or manner is wholly by owned by You.  We or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “SMT Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, SMT Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.

You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media SMT Platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (1) any submission that you make to SMT, whether through our Site, a social media SMT Platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, review, photo, video, email, text, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”. You represent and warrant that you either own all rights to any Submission; or have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you do not wish to be disclosed. SMT will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you or a third party. (2) any Video that you receive from SMT, whether through our Site, from Talent, a social media SMT Platform, third party website, or otherwise, intellectual property, publicity rights, review, photo, video, email, text, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”. You represent and warrant that SMT will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you or a third party.

You acknowledge that We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.

Availability of Content

We do not guarantee that any Content will be made available on the SMT Platform or through the Services. We reserve the right, in our sole discretion, to (i) remove, edit or modify any Content, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities that such Content infringes or appears to infringe on intellectual property rights owned by others or if we are concerned that you may have violated the ToS), for no reason at all; and (ii) to remove or block any Content from the SMT Platform.

Copyright Infringement

If you believe that any material contained in the SMT Platform infringes your intellectual property, you should notify us of the alleged infringement in accordance with the following procedure: Send any notification of claimed copyright infringement to hello@saymazeltov.com. To be effective, the notification must be in writing and include the following information: (i) physical or electronic signature of the owner or authorized agent of the owner of the allegedly infringed work; (ii) identification of the allegedly infringed work; identification of the material that is claimed to be infringing and reasonably sufficient information for us to locate the material; (iii) contact information of the notifying party, such as address, telephone number and email; (iv) a statement that the notifying party has a good faith belief that the use of the material in the manner complained of is not authorized by the owner of the allegedly infringed work, its agent or the law; and (v) a statement, under penalty of perjury that the information in the notification is accurate and the notifying party is the owner or authorized agent of the allegedly infringed work.

Hyperlinks

The SMT Platform may contain links to third party websites and other websites may contain links to the SMT Platform. Any such link is provided only as a convenience. The inclusion of any link does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by us of any information contained in any third party website. In no event shall we be responsible or liable for the information contained on that third party website, your use of or inability to use such website and any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such information, products or services available on or through any such website. You should also be aware that the terms and conditions of any third party website and any third party’s website’s privacy policy may be different from those applicable to your use of the SMT Platform.

Termination

We may terminate your access to all or any part of the SMT Platform with or without cause at any time. All provisions of the ToS which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, all applicable fees owed to SMT, ownership provisions, warranty disclaimers, indemnity and limitations of liability. If we terminate your access to the SMT Platform without cause,  your rights to any digital incentives acquired through your use of the SMT Platform will terminate 30 days after such termination without cause.

Account Termination for Cause

In the event we determine, in our reasonable judgment, that your account must be terminated for cause, including without limitation for violations of our ToS or Privacy Policy, your registration will be immediately cancelled, and your rights to any digital incentives acquired through your use of the SMT Platform will be immediately and permanently lost. 

Limitations of Liability

Any material downloaded, accessed or otherwise obtained through the SMT Platform, including any digital asset, is obtained at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom. 

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SMT AND ALL OF ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY (I) WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE SMT PLATFORM, INCLUDING THE CONTENT, INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF; (II) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (III) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS TO OR USE OF THE SMT PLATFORM. SMT PROVIDES THE SMT PLATFORM AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE SMT PLATFORM IS AT YOUR OWN RISK. WE MAKE NO GUARANTEES OR WARRANTIES OF ANY KIND AS TO THE SECURITY, ADEQUACY, COMPLETENESS, SUFFICIENCY, TIMELINESS OR ACCURACY OF ANY CONTENT OR MATERIAL AVAILABLE IN OR THROUGH THE SMT PLATFORM, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SMT PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU HEREBY AGREE THAT ANY MONETARY CLAIMS OF ANY KIND ASSESSED AGAINST US OR OUR OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS ARISING OUT OF OR RELATING TO THE USE OF THE SMT PLATFORM SHALL NOT EXCEED (IN AGGREGATE) $500. IN NO EVENT SHALL WE OR ANY OR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE TO YOU, OR TO ANY THIRD PARTY, FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, COMPENSATORY OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), EVEN IF ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES OR OTHER MALWARE WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. SMT CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SMT PLATFORM.

Indemnity

You agree to indemnify and hold harmless SMT, our affiliates and each of our and their respective owners, members, officers, directors and employees, from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees, made by or resulting from any third party due to or arising out of your (or any third party using your account or identity in the SMT Platform) use or misuse of the SMT Platform, breach of the ToS, any Platform determined or proposed match, or the materials it incorporates by reference, or violation of any law, regulation, order or other legal mandate or the rights of a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event You agree to and will assist and cooperate with us in asserting any available defenses.

Choice of Law

This Agreement will be construed in accordance with and governed by the laws of the State of Delaware regardless of the law that might be applied under principles of conflict of laws. 

Any dispute arising under this Agreement, Privacy Policy, Terms of Service or in relation to your use of, or inability to use the Platform, shall be resolved by binding arbitration to be administered by the American Arbitration Association.  The arbitrator shall be selected from a list of arbitrators provided by the American Arbitration Association following a request by the party seeking arbitration for a list of five retired or former jurists with substantial professional experience. The arbitration shall be conducted under the procedures applicable to individual arbitration in New York under the Arbitration Rules and Procedures (“rules”) of the American Arbitration Association then in effect. The arbitrator's authority and jurisdiction shall be limited to determining the dispute in arbitration in conformity with law, to the same extent as if such dispute were determined as to liability and any remedy by a court without a jury. The arbitrator shall render an award which shall include a written statement of opinion setting forth the arbitrator's findings of fact and conclusions of law. An arbitration decision shall be enforceable in the State of New York. 

You agree that any judicial proceeding concerning Choice of Law or Choice of Forum shall be maintained in the State of New York and subject to the laws of the State of New York without regard to conflict of law principles. If for any reason the resolution of a dispute through arbitration is deemed inapplicable by a New York Court, you agree to resolve any claim, cause of action or dispute (together a “claim”) you have with us arising out of or relating to your use of the Platform, our ToS, or our Privacy Policy exclusively in the State of New York. In such instance, you further agree that the laws of the State of Delaware will govern this Agreement, our ToS, our Privacy Policy as well as any claim that may arise between you and us, without regard to conflict of law principles. In any dispute arising under the ToS or the Privacy Policy, the prevailing party will be entitled to reasonable attorneys’ fees and expenses. In addition, where the resolution of a dispute through arbitration is deemed inapplicable, the following Arbitration and Class Action Waiver shall also apply.

Arbitration and Class Action Waiver

YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, OR OUR PRIVACY POLICY, YOUR USE OF THE PLATFORM, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN NEW YORK UNDER THE ARBITRATION RULES AND PROCEDURES (“RULES”) OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT, BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY AND COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF ARBITRATORS IN ACCORDANCE WITH SUCH RULES, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.

As an alternative, you may bring your claim in the “small claims” court solely within New York State, if permitted by that small claims court’s rules and if within such court’s jurisdiction. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement. 

YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. YOU ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS, IF WE ARE A PARTY TO THE PROCEEDING.

This section will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with the Tos.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of SMT Platform, or the ToS must be filed within one (1) year after such claim or action arose or be forever banned. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this section will be null and void. This section will otherwise survive the termination of your relationship with us.

Miscellaneous

Communications with Users

We use email, text/SMS messaging or telephone to communicate with users. You hereby authorize and agree that we may communicate with you via email or text/SMS and you consent to receiving and giving any notice required under the Tos or any other agreement with us via email. We will use reasonable efforts to honor any request you may have to opt out from receiving emails, but under no circumstance will we have any liability for sending any email to user. Electronic notices should be sent to hello@saymazeltov.com

Severability

Any finding of illegality, invalidity or unenforceability of any provision or term of this Tos, or our Privacy Policy shall not affect the legality, validity or enforceability of any other provision or term of our ToS, or our Privacy Policy.

Entire Understanding

The ToS and our Privacy Policy set forth the entire understanding and agreement between you and us with respect to the subject matter herein. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. You may not assign the Tos, or assign, transfer or sublicense your rights, if any, in the SMT Platform without our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. A failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. In the event that any provision or any portion of any provision of the Tos, or our Privacy Policy shall be held to be void or unenforceable, the remaining provisions of the Privacy Policy (and the balance of any provisions held void or unenforceable in part only) shall continue in full force and effect. If you do not agree with any part of these terms and conditions, or you have a dispute or claim against us or our affiliates with respect to the Tos or our Privacy Policy, you should immediately refrain from using the SMT Platform. Any non-use of the SMT Platform shall not act as a waiver. No agency, partnership, joint venture, or employment relationship is created as a result of the Tos, your registration with or access to the Site or use of the SMT Platform, and neither you nor we have any authority of any kind to bind the other in any respect.

Contact Info

You may contact us at hello@saymazeltov.com

© 2024 SMT – All Rights Reserved

SayMazelTov LLC Privacy Policy

(May 7, 2024)

Please read this Privacy Policy carefully. To protect your privacy and help you to make informed choices, this Privacy Policy explains our information practices, how you can choose how we use your data, and your rights regarding your data. If you do not agree with our policies or practices, regarding our treatment or use of your information, your choice is not to use the SayMazalTov.org website (“Site”). 

In summary, we will only use your information:

  • To optimize our website performance;
  • For our legitimate business purposes as set forth in our Terms of Service; and
  • With your consent

This is explained in more detail below.

By accessing or using this Site, and/or accepting our Terms of Service, you agree to this Privacy Policy. You must also agree to our Terms of Service and Transaction Policy in order to use the Service provided by our Platform. We may change this Privacy Policy from time to time (see Changes to Our Privacy Policy). Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check this Privacy Policy periodically for updates.

If you have any inquiries about this Privacy Policy or how we use your personal information, please contact us at hello@saymazeltov.com.

This Privacy Policy applies to the website and mobile applications owned and operated by SayMazelTov LLC (“SMT”). We refer to these websites (the “Site”) and mobile applications (the “Apps”) collectively as the “Service,” “Services,” or “Platform” which includes the information, goods and/or services made available to users of the SMT Network, relevant news, content, applications, and sponsored programs, advertising, email or other communications, and discussion forums. References to “we” or “us” mean SMT.

Contents

  1. About us
  2. Children Under the Age of 13
  3. What information we collect and how we collect it
  4. How we collect Personal Information
  5. How and why we use Personal Information
  6. How we share Personal Information
  7. International transfers
  8. Data security
  9. How long we keep Personal Information
  10. Third party links
  11. Accessing and correcting your information
  12. Legal Disclosures
  13. Changes to this policy or your data
  14. Contacting Us
  1. About Us

This website Saymazeltov.org/ (the "Site") is operated by SayMazelTov LLC (also referred to as the "SMT", "we", "us" and "our"). SMT is a company organized under the laws of the State of Delaware and is a data controller.

The SMT Platform provides users with the opportunity to request personalized video messages from selected talented individuals (“Talent”).

If you do choose to use the Services, you must agree to the SMT’s Terms of Service (“ToS”) and which together with our Privacy Policy form the contract between us and you. By accepting our Privacy Policy and ToS, you also confirm that you have read, understand and accept this Privacy Policy. If you do not want us to collect, use or share information about you and your use of the Services as described in this Privacy Policy, then you should not use the Services. By using the Services, you acknowledge that we will store, use and otherwise process your information in the United States, and in Israel where we are located. Except as otherwise noted in this Privacy Policy, SMT is the data controller responsible for the processing of your personal information as described in this Privacy Policy.

SMT’s offices are located at:

You may contact us about any questions you have regarding this Privacy Policy at either our postal address above, or by e-mail directed to hello@saymazeltov.com

  1. Children Under the Age of 13

Our Site is not intended for children under 13 years of age. No one under age 13 may use or direct any information to the Site. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on the Site, use any of its features, subscribe to our mailing list, use any of the interactive links or post anything on the Site, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 13 without verified parental consent, we will delete that information. If you believe we may have any information from or about a child under 13, in connection with the access or use of this Site, please contact us at hello@saymazeltov.com.

  1. What Information We Collect and How We Collect It.

The type of information we collect depends on how you use the Site and how you interact with us. “Personal Information” means any data which can be associated with you as an individual, either directly or indirectly, and is collected on a voluntary basis from you.

The Personal Information we collect via the Site may include:

  • Identity information, such as your name, organization name and position, postal address, e-mail address, telephone number, biographical data, social media links, and/or any other identifier by which you may be contacted online or offline. SMT will require you to create a username and password if you create an account. SMT will collect information relating to any third-party account that you use to login to or link to your account. SMT may also store payment information such as credit card number, banking details and billing addresses) but only if you choose to save it to your account
  • Technical data, such as your internet protocol (IP) address, device identifiers, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and/or platform, and other technology information relating to the devices you use to access or transact business with the Site.
  • Usage data, which includes information about your use of the Site, and any communications we may receive from you.
  • Marketing and communications data, including your preferences in terms of receiving marketing and other communications from us.
  • Special Categories of Personal Information, SMT stores and transmits “special categories” of Personal Information, which may include, pictures or multimedia recordings you submit, details about your age, gender, race or ethnicity, education, religious or philosophical beliefs, and political opinions. You expressly acknowledge and agree that SMT may store, transmit and use such information in the ordinary course of its business and mission to expand awareness of Jewish culture. You may request, subject to any legal requirements, that your Personal Information be deleted from our records at any time by contacting us at hello@saymazeltov.com
  1. How We Collect Personal Information

We collect information from you in two different ways.

  1. a) Personal Information you provide to us.

If you subscribe (sign up) to our mailing list, inform us of your marketing and communications preferences, or post or submit any text, comments, photo, video, communication, information, or other material (“User Content”) on or through the Site, you will provide us with your identity, contact information, and IP address. This data is collected through your voluntary submissions. You will also provide us with Personal Information when you correspond with us. We will track basic analytics (for example, open rates and click throughs) and may embed tracking codes in our regular daily email correspondence. 

  1. b) Personal Information we collect automatically as you navigate the Site.

The Site may use third party advertising providers to display advertisements based on your visits to the Site and other web sites you have visited, which allows targeted advertisements to be delivered to you for products and services about which you may be interested. The Site also uses a third party traffic measurement service to analyze how visitors use the Site, Third party advertising providers and advertisers (whose ads are displayed via the advertising provider) may use cookies, web beacons, embedded scripts (described below) or other similar mechanisms to automatically collect web site usage information, to, among other purposes, deliver advertisements, in which you might be interested, prevent you from seeing the same advertisements too many times, and to conduct research regarding the usefulness of certain advertisements to you. Cookies, web beacons and embedded scripts and other similar mechanisms used to collect web site usage information from advertising providers and advertisers, are governed by their respective privacy policy and not this Privacy Policy. We do not, however, share any Personal Information with these third parties in connection with the services they perform on the Site.

In addition, as you use the Site, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including your browser type, the Internet Protocol (IP) address used to connect your computer to the internet, and your usage habits, patterns and preferences. We collect this data using cookies, beacons and similar technologies. We use Analytics to help us analyze user habits while visiting our Site. The data gathered from cookies may be transmitted to Google servers outside the United States. The information will be used by the analytics provider for the purpose of evaluating website use, creating website activity reports, and other services relating to website activity and internet usage on behalf of SMT. The IP address that your browser conveys within the scope of Google Analytics, will not be associated with any other data held by Google.

We may use cookies individually or in combination, including but not limited to the following:

Cookie name 

What it is used for

Google Analytics

website analytics and visitor tracking

Wordfence

website security and access control

YouTube

user viewing preferences

You can remove cookies from your computer through the browser settings. Please note however that doing so may affect, limit or degrade your ability to use of some features on the Site and other websites. Management of cookie settings varies from one browser to another, and the "Help" menu of your web browser should provide instructions on how to manage cookies. 

  1. c) Information You Provide to Third Parties.

If you use the Site’s interactive features to communicate with other users, or to access a third party site that is linked to the Site, the other user(s) or third party site may provide us, directly or indirectly with your Personal Information. For example, another user may post your email address and name, or a third party website may report a purchase you made from that site.

  1. How and Why We Use Personal Information
  1. a) You have given us permission to do so.

If you subscribe to our mailing list, we will send you updates and marketing information that you have consented to receive. Similarly, if you contact us with a question or comment, we may need your contact, identity, technical and/or usage information to respond.

  1. b) We have a legitimate interest (reasonable business purpose) for doing so.

We will use your information for our legitimate business reasons where doing so will not unduly affect your rights, including the use of cookies and personal data we collect through account registration (email, phone number, address) to improve the website and for marketing and advertising services. This includes but may not be limited to email, text, SMS, social media, and programmatic advertising. We will also share some personal data with third party partners to assist with improving the user experience and marketing purposes (Salesforce, Google, Facebook, Twitter, etc.)We will use your identity, contact and usage information to keep our records up to date.

We will use your technical information to:

    • Make the Site available, to improve it, to conduct system maintenance, support, troubleshooting, reporting and to host data;
    • Ensure that the Site is secure;
    • Analyze how users interact with the Site; and
    • Address technical issues you may experience with the Site.

We may also use any or all of the information above to administer and manage our business in general as required by law, regulation, or best business practices. If you feel that your interests and fundamental rights outweigh our business purposes, and that we should therefore stop processing your data, please let us know.

  1. c) How We Collect and Use Mobile Device Information 

The mobile version of the Platform (where and when available), may collect certain mobile device identifier information, including the device's unique device identifier, IP address, operating system, browser type, mobile network information, and the device's telephone number.

  1. d) We need to comply with legal or regulatory obligations.

In certain circumstances, we may need to retain or use your data to comply with laws or regulations.

  1. How We Share Personal Information

We may share your information with our trusted third party service providers (including information technology providers such as website and mailing list hosts). We may provide your account information to companies that help us with our business activities. These companies are authorized to use your personal information only as necessary to provide these services to us.

When we share your information with our service providers, we will take commercially reasonable steps to help ensure that your data is kept secure and used only in accordance with this notice.

We may share Personal Information when we believe it is necessary to comply with the law, regulation or legal request (including a court order or government investigation or inquiry), to detect, investigate and defend against fraudulent or unlawful activity and violations of SMT’s Terms of Service, to enforce or apply our Terms of Service or other agreements, in the context of a reorganization, or to protect the rights, property, or safety of SMT, our employees, users, or others.

Investigations. We may use your information to detect, investigate and defend against fraudulent or unlawful activity and violations of our Terms of Service.

  1. International transfers

This Site is hosted on servers located in Canada. SMT will endeavor to meet those data protection laws and regulations (including the General Data Protection Regulation, or “GDPR,” when and as applicable) to which we may be subject.

General Data Protection Regulation

General Data Protection Regulation (“GDPR”) was passed by the European Parliament and establishes a standard for data privacy for all member states of the European Economic Area (“EEA”) (“EU”). It purpose, with certain limitations and exceptions, is to give EEA residents (described as “data subjects” by the GDPR) certain rights over their Personal Information, including, the:

  • Right of access: Individuals can ask for a copy of the Personal Information retained about them and an explanation of how it is being used.
  • Right to rectification: Individuals have the right to correct, revise or remove any of the Personal Information retained about them at any time.
  • Right to be forgotten: Individuals can ask to delete their Personal Information. At your request, we will remove your contact information from the system, and we will not intentionally contact you again.
  • Right to restrict processing: If an individual believes, for example, that their Personal Information is inaccurate or collected unlawfully, the individual may request limited use of their Personal Information.
  • Right of portability: Individuals have the right to receive their Personal Information in a structured, commonly used and machine-readable format.
  • Right to object: Where an individual decides that they no longer wish to allow their Personal Information to be included in analytics or to receive direct marketing emails or other personalized (targeted) marketing content at any time, the individual may opt out of use of their data for these purposes.

If you are a data subject falling under the scope of the GDPR, you can exercise the above rights. Please note that these rights are not absolute, and limitations/exceptions may apply in some cases.

In respect of transfers outside of the country, we either implement the Model Clauses pursuant to Commission decision 2004/915/EC or 2010/87/EU (as appropriate) with the recipient of your Personal Information; and/or ensure that the recipient of your data is registered with the EU-US Privacy Shield.

You can obtain further information in this respect (including a copy of the Model Clauses) by contacting us.

  1. Data Security

The safety of your Personal Information is important to us, and we use various technical and organization measures to secure it.

We employ commercially reasonable encryption (TLS technology), data security, and intrusion prevention technologies to protect and secure all personal information in our possession. However, the transmission of information via the Internet is not completely secure, and unfortunately, no method of transmission over the internet or method of electronic storage is completely secure. Although we take commercially reasonable measures to safeguard against unauthorized disclosures of information, we cannot guarantee the security of your data. Therefore, while we strive to protect your personal information, we cannot guarantee its absolute security, and any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Site. You acknowledge and agree that you are solely responsible for maintaining the security and confidentiality of your account username and password.

  1. How Long We Keep Personal Information

We will retain your Personal Information only for as long as it is necessary to fulfill the purposes for which we collected it, including satisfying any legal, accounting, or reporting requirements.

To determine the appropriate retention period for Personal Information, we consider the amount, nature, and sensitivity of the data, the potential risk of harm from unauthorized use or disclosure of that Personal Information, the purposes for which we processed the data and whether we those purposes may be achieved by another means, and the applicable legal requirements

  1. Third Party Links

This Site may contain links to other websites whose information practices may be different than ours. Please consult all third party Sites' privacy notices. We have no control over third party websites, and disclaim any and all responsibility and liability in connection with any information that you submit to, or permit to be collected by, such third party websites.

  1. Accessing or Correcting Your Information

You can review and change your personal information by logging into the Site and visiting your account profile page, or by sending an email to us at hello@saymazeltov.com to request access to, correct or delete any personal information that you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect.

If you delete your User Contributions from the Site, copies of your User Contributions may remain viewable in cached and archived pages, or might have been copied or stored by other Site users. Proper access and use of information provided on the Site, including User Contributions, is governed by our Terms of Service. To protect your privacy and security, we will take reasonable steps to help verify your identity before granting access or making corrections.

  1. Legal Disclosures

We may need to share your data when we believe it is required by law or to help protect the rights and safety of you, of us or of others.

It is possible that we will need to disclose information about you when required by law, subpoena, or other legal process or if we have a good faith belief that disclosure is reasonably necessary to (1) investigate, prevent, or take action regarding suspected or actual illegal activities or to assist government enforcement agencies; (2) enforce our agreements with you, (3) investigate and defend ourselves against any third-party claims or allegations. In such circumstances, our only obligation to you is as follows: We will attempt to notify you through the contact information you have provided to us about legal demands for your Personal Information when appropriate in our judgment, unless prohibited by law or court order or when the request is an emergency. Notwithstanding the foregoing, we may dispute such demands when we believe, in our discretion, that the requests are overbroad, vague or lack proper authority, but we do not promise to challenge every demand.

  1. Changes to this Privacy Policy or Your Data

We may amend this Privacy Policy from time to time. We will post any update to this Privacy Policy on the Site. It is important that the Personal Information we hold about you is accurate and current. Please keep us informed if your Personal Information changes during our relationship. We reserve the right to modify this Privacy Policy at any time and any changes will be effective upon posting of the modified Privacy Policy unless we advise otherwise. If we make any material changes to this Privacy Policy we will notify you by email (sent to the email address included in your account profile) and/or by means of a notice on the Sites before the change becoming effective. We encourage you to periodically review this Privacy Policy for the latest information on our privacy practices. By continuing to use the Services after changes are made to this Privacy Policy, you agree to such changes.

  1. Contacting Us

If you have general questions about your account or the Services, contact us at hello@saymazeltov.com For questions about this Privacy Policy or how your personal information may be used when you use the Services, please contact our Privacy Office by email at hello@saymazeltov.com

  1. General Data Protection Regulation (“GDPR”) Addendum and California Consumer Privacy Act

If you are in the European Economic Area, and in addition to SMT’s Privacy Policy, you consent to our General Data Protection Regulation, (“GDPR”) policy shall apply in connection with our collection, use and processing of your Personal Information (as defined by the GDPR) that you provide to us in connection with your use of the Saymazeltov.com web site (“Site”). 

Designated Countries. By visiting the Site and/or providing us with information, you acknowledge, agree and consent that your Personal Information (also referred to as “Personal Data”) may be processed for the purposes identified in the Privacy Policy and in this GDPR Addendum. In addition, your Personal Information may be processed in the country in which it was collected and in other countries, where laws regarding processing of Personal Information may be less stringent than the laws in your country. By providing your information, you consent to such transfer. If you reside in the “Designated Countries,” as defined in the GDPR we will be the controller of your Personal Information provided to, collected by or for, or processed in connection with your engagement. We use the term “Designated Countries” to refer to countries in the European Union (EU), the European Economic Area (EEA), and Switzerland.

For purposes of our Terms of Service, Privacy Policy, and GDPR consent, “Personal Information” means information that allows someone to identify or contact you, including, for example, your name, address, telephone number, e-mail address, as well as any other non-public information about you that is associated with or linked to any of the foregoing information.

Clicking “I Agree” below, confirms your express consent to the processing of the Personal Information you provide to us for the purposes stated below. The central nature of our business is providing a platform for customizable one-on-one Torah-related mentoring, teaching and learning experience on users’ schedules. 

Accordingly, in order for you to register with us and use the Platform or the Site, you hereby acknowledge and agree that to the uses described above and the collection and processing of your Personal Information provided by you to us or to our data processor. 

How We Use Your Personal Information

We may use your Personal Information to provide you with Services as set forth in the Terms of Service and Privacy Policy, including personalizing the Services for you;

  • Market our products and services to you that we believe may be of interest to you. For example, we allow advertisers to choose the characteristics of users who will see their advertisements and we may use the attributes we have collected to select the appropriate audience for those advertisements;
  • Respond to your requests, resolve disputes and/or troubleshoot problems;
  • Improve the quality of the Site and the Services; and
  • Communicate with you about the Site and the Services.

We may also use your Personal Information to create Anonymous Information records by excluding information that makes the information personally identifiable to you.

Right to Withdraw

If you reside in, or are a citizen of a Designated Country (as defined above), you have the right to withdraw your consent at any time; provided that if such consent interferes with or causes us to violate a contract involving you, you agree to indemnify us for any damage or financial penalty incurred as a result of the withdrawal of our consent.

Right to Access

You have the right to access the Personal Information that we may hold about you and the purposes for which we are using it in a structured, commonly used and machine readable format. We may ask for proof of your identity. On receipt of such a request, we will endeavor to respond to you as soon as possible, at most within one calendar month.

Right to Restrict or Transfer

You have the right, under certain circumstances, to require that we restrict the processing of information that we have about you. You also have the right to request that your Personal Information be sent to a third party.

Right to Rectification

You have the right to request that we amend any Personal Information which is incorrect or requires updating.

Erasure

You have the right to request that we delete any Personal Information pertaining to you, subject to any legally imposed retention requirements to which we may be subject. We will assess any deletion request on a case by case basis and will endeavor to respond to you as soon as possible, at most within one calendar month. If you have authored any content on the Site, and would like this to be deleted, please let us know.

How We Use Your Information and Data

We will use your Personal Information insofar as it is regulated by the GDPR to conduct our business, specifically: pre-market and marketing, reference content, applications, sponsored programs, advertising, email communications, and discussion forums in connection with the purchase and sale of mobile devices and related goods and services.

California Consumer Privacy Act of 2018

SMT will comply with the California Consumer Privacy Act of 2018, as effective January 1, 2020, as applicable.

You also have the right to lodge a complaint with the Information Commissioner’s Office (“UK-ICO”), which is the UK supervisory authority for data protection issues (www.ico.org.uk). We would, however, be grateful if you would contact us in the first instance so we can endeavor to deal with your concerns directly.

If you would like to exercise any of these rights or are concerned with the manner in which we have collected or used your Personal Information, please contact us at the following address and provide the following details: 

If you are wish to exercise any of these rights, please contact us at hello@saymazeltov.com

By accessing or using this Site, and/or accepting our Terms of Service, you agree to this Privacy Policy. You must also agree to our Terms of Service in order to use the Service provided by our Platform. We may change this Privacy Policy from time to time (see Changes to Our Privacy Policy). Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check this Privacy Policy periodically for updates.

Agreement For Talent User

(May 7, 2024)

Welcome to the SayMazelTov family and for your interest in serving as “Talent” for SayMazelTov.com, the website owned and operated by SayMazelTov (“SMT”, “We”, “we”). The SayMazelTov.com website and the features, contents, applications and services provided by SMT (together with the Site, the “Platform”) provides users the ability to receive personalized video messages from talented individuals, creative artists and social media influencers (“You”, “Talent’).

SMT is excited that You have chosen to embark on this collaborative journey with SMT.

PLEASE READ THIS AGREEMENT CAREFULLY. As Talent using the SMT Platform, You represent and warrant that you have read, understand, and agree to be bound by this Agreement for Talent User and that this Agreement will govern your use of the SMT Platform. You also warrant that your use of the SMT Platform is subject to both our general Terms of Use and Privacy Policy applicable to all SMT Platform users.

Registration

In order to participate on our Site, you must register as Talent on the SMT Platform. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form. In order to register as Talent on your own, you must be at least 18 years old. If you are under age 18, a parent, guardian or other authorized individual or company must register on your behalf. You represent that you will keep your unique user id and password confidential and to inform SMT immediately upon learning of unauthorized access to your SMT Talent Account or any other security breaches.

At no cost to SMT, upon your registration, you agree to provide SMT with five high resolution images of You, a brief profile of You (no longer than 50 words) and a promotional video by You (between 15 and 30 seconds in length) which SMT will use on the SMT Platform to advertise You and to create a unique SMT Talent Profile for You. You agree to provide SMT with the above within 7 days of registering to become SMT Talent. 

Videos

From time to time, a User of the SMT Platform may request one or more Video recordings from You. You will have up to 48 hours to decline any request from a user and do not need to provide any reasons for declining a request. Declination of requests are within your sole and absolute discretion. SMT also retains the right, in its sole and absolute discretion, to cancel any request from a User

Ordinarily, You will have up to seven days to complete and upload a requested Video on the SMT Platform. If you choose, SMT will include on your SMT Talent Profile an option for users to request expedited receipt of a Video from You at an additional charge for the User. No payment will be made to You for any declined or unfulfilled Video request.

While You have sole discretion over the script and content of any Video, SMT believes that a User will be more satisfied and more likely to request additional Videos from You or other SMT Talent when the majority of the User’s requests are fulfilled by You. SMT anticipates that most SMT Users will request at a minimum that You identify yourself and mention in the Video You create the names of the individuals requested by the User. For example, a Video wishing a Mazel Tov to a Bar Mitzvah Boy failing to mention the name of the Bar Mitzvah Boy would be a critical mistake and would result in an unsatisfied User. In such situations, SMT will discuss with you an appropriate reduction in the payment made to You by SMT.

Fees and Payment

You will set your own price for each Video. For each fulfilled request SMT will pay you 70% of the Booking Fee. The remaining 30% will be divided as follows: 5% to a Charity selected by SMT and 25% to SMT. At any time, You may notify SMT that you wish to designate all or a portion of your Booking Fee to any IRS 501(c)(3) designated tax exempt charity. 

You represent and warrant that You are authorized to make the Video You are providing to a User and are not prohibited from doing so by any guild, union, collective bargaining, or similar agreement. 

You represent that you are operating as an independent contractor to SMT and acknowledge that SMT is not responsible for payment of taxes or deductions for Social Security or any other governmental benefits.

You agree to register with the third-party payment provider selected by SMT, which SMT may change in its sole discretion. You may not use a payment provider other than the one selected by SMT. You will provide the payment provider any information required so that You may receive payments via the payment provider. Any payments due to You from SMT will be made via the payment provider. Subject to the payment provider’s terms, payment will be made within approximately two weeks of receipt by SMT of the Booking Fee.

You agree that we are not responsible for any delay, failure, damage, or liability caused by any payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. 

SMT may refuse to accept or transmit any Video for any reason without notice to you. SMT may remove any Video from the SMT Platform Site for any reason without notice to you.

Ownership 

The SMT Platform will allow You to upload, submit, store, send, transmit, approve, and receive content and data, including Videos which You create (collectively “Submission”). When you upload, submit, store, send, transmit approve, or receive Submission to or through our SMT Platform, You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (1) any Submission that you make to SMT, whether through our Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, review, photo, video, email, text, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and and collectively, a “Submission”. You represent and warrant that you either own all rights to any Submission; or have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you do not wish to be disclosed. SMT will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you or a third party. (2) any Video that you receive from SMT, whether through our Site, from Talent, a social media platform, third party website, or otherwise, intellectual property, publicity rights, review, photo, video, email, text, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”. You represent and warrant that SMT will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you or a third party.

You acknowledge that SMT may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from the SMT Platform. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.

For each Video, You hereby grant ownership of the Video to the User in accordance with the Terms of Service and Privacy Policy.

You acknowledge and agree that we cannot restrict the use of your Videos by the Users for whom you created them or by any third party with whom they have already been shared and we have no obligation to remove those uses (including from social media channels or third party websites or platforms). If we do seek to remove a Video from a social media channel or third party website or platform, we may notify you of our intent to do so. You hereby authorize SMT to act as your agent. Any Submission is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure, including any personal information included in your Submission. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate on the SMT Platform does not place us in a position that is any different from the position held by members of the general public, including with regard to your Submission. None of your Submission will be subject to any obligation of confidence by us, Users, or third parties and we will not be liable or responsible for any use or disclosure of any Submission.

Termination of Agreement.

You may terminate this Agreement at any time. If You choose to terminate this Agreement, You may, on at least seven business days’ advance written notice to us, request that SMT no longer includes your name or promotional Video on the SMT Platform and that SMT no longer makes any new public use of the Video. Requests to terminate this Agreement should be emailed to: hello@saymazeltov.com

SMT may, at any time, terminate this Agreement with You for any reason and need not disclose such reason with You by contacting You at the email address which You have provided to SMT.

Digital Millennium Copyright Act Notice: SMT will respond to notices of alleged copyright infringement and terminate access to the SMT Platform for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please contact SMT via email at: hello@saymazeltov.com

Third Party Interactions

You agree to contact Users about matters relating to our Site only through the Site. You hereby release SMT, its owners, members, officers, directors and employees from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. 

Limitations of Liability

Any material downloaded, accessed or otherwise obtained through the SMT Platform, including any digital asset, is obtained at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom. 

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SMT AND ALL OF ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY (I) WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE SMT PLATFORM, INCLUDING THE CONTENT, INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF; (II) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (III) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS TO OR USE OF THE SMT PLATFORM. SMT PROVIDES THE SMT PLATFORM AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE SMT PLATFORM IS AT YOUR OWN RISK. WE MAKE NO GUARANTEES OR WARRANTIES OF ANY KIND AS TO THE SECURITY, ADEQUACY, COMPLETENESS, SUFFICIENCY, TIMELINESS OR ACCURACY OF ANY CONTENT OR MATERIAL AVAILABLE IN OR THROUGH THE SMT PLATFORM, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SMT PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU HEREBY AGREE THAT ANY MONETARY CLAIMS OF ANY KIND ASSESSED AGAINST US OR OUR OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS ARISING OUT OF OR RELATING TO THE USE OF THE SMT PLATFORM SHALL NOT EXCEED (IN AGGREGATE) $500. IN NO EVENT SHALL WE OR ANY OR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS BE LIABLE TO YOU, OR TO ANY THIRD PARTY, FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, COMPENSATORY OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), EVEN IF ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES OR OTHER MALWARE WHICH MAY INFECT YOUR EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. SMT CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SMT PLATFORM.

Indemnity

You agree to indemnify and hold harmless SMT, our affiliates and each of our and their respective owners, members, officers, directors and employees, from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees, made by or resulting from any third party due to or arising out of your (or any third party using your account or identity in the SMT Platform) use or misuse of the SMT Platform, breach of the ToS, any Platform determined or proposed match, or the materials it incorporates by reference, or violation of any law, regulation, order or other legal mandate or the rights of a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event You agree to and will assist and cooperate with us in asserting any available defenses.

Choice of Law

This Agreement will be construed in accordance with and governed by the laws of the State of Delaware regardless of the law that might be applied under principles of conflict of laws. 

Any dispute arising under this Agreement, Privacy Policy, Terms of Service or in relation to your use of, or inability to use the Platform, shall be resolved by binding arbitration to be administered by the American Arbitration Association. The arbitrator shall be selected from a list of arbitrators provided by the American Arbitration Association following a request by the party seeking arbitration for a list of five retired or former jurists with substantial professional experience. The arbitration shall be conducted under the procedures applicable to individual arbitration in New York under the Arbitration Rules and Procedures (“rules”) of the American Arbitration Association then in effect. The arbitrator's authority and jurisdiction shall be limited to determining the dispute in arbitration in conformity with law, to the same extent as if such dispute were determined as to liability and any remedy by a court without a jury. The arbitrator shall render an award which shall include a written statement of opinion setting forth the arbitrator's findings of fact and conclusions of law. An arbitration decision shall be enforceable in the State of New York. 

You agree that any judicial proceeding concerning Choice of Law or Choice of Forum shall be maintained in the State of New York and subject to the laws of the State of New York without regard to conflict of law principles. If for any reason the resolution of a dispute through arbitration is deemed inapplicable by a New York Court, you agree to resolve any claim, cause of action or dispute (together a “claim”) you have with us arising out of or relating to your use of the Platform, our ToS, or our Privacy Policy exclusively in the State of New York. In such instance, you further agree that the laws of the State of Delaware will govern this Agreement, our ToS, our Privacy Policy as well as any claim that may arise between you and us, without regard to conflict of law principles. In any dispute arising under the ToS or the Privacy Policy, the prevailing party will be entitled to reasonable attorneys’ fees and expenses. In addition, where the resolution of a dispute through arbitration is deemed inapplicable, the following Arbitration and Class Action Waiver shall also apply.

Arbitration and Class Action Waiver

YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, OR OUR PRIVACY POLICY, YOUR USE OF THE PLATFORM, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN NEW YORK UNDER THE ARBITRATION RULES AND PROCEDURES (“RULES”) OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT, BY ONE COMMERCIAL ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING INTELLECTUAL PROPERTY AND COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF ARBITRATORS IN ACCORDANCE WITH SUCH RULES, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.

As an alternative, you may bring your claim in the “small claims” court solely within New York State, if permitted by that small claims court’s rules and if within such court’s jurisdiction. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement. 

YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. YOU ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS, IF WE ARE A PARTY TO THE PROCEEDING.

This section will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with the ToS.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of SMT Platform, or the ToS, must be filed within one (1) year after such claim or action arose or be forever banned. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this section will be null and void. This section will otherwise survive the termination of your relationship with us.

Miscellaneous

Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Platform Site at any time, without notice to You. You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

Communications with Talent

We use email, text/SMS messaging or telephone to communicate with Users. You hereby authorize and agree that we may communicate with You via email or text/SMS and You consent to receiving and giving any notice required under the ToS or any other agreement with us via email. We will use reasonable efforts to honor any request You may have to opt out from receiving emails, but under no circumstance will we have any liability for sending any email to any User. Electronic notices should be sent to hello@saymazeltov.com

Severability

Any finding of illegality, invalidity or unenforceability of any provision or term of this ToS, or our Privacy Policy shall not affect the legality, validity or enforceability of any other provision or term of our ToS, or our Privacy Policy.

Entire Understanding

This Agreement together with the ToS, and our Privacy Policy set forth the entire understanding and agreement between you and us with respect to the subject matter herein. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. You may not assign this Agreement or assign, transfer or sublicense your rights, if any, in the Platform without our prior written consent. SMT may assign, transfer or delegate any of our rights and obligations hereunder without consent. A failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. In the event that any provision or any portion of any provision of the Agreement, ToS, or our Privacy Policy shall be held to be void or unenforceable, the remaining provisions of the Agreement, ToS or our Privacy Policy (and the balance of any provisions held void or unenforceable in part only) shall continue in full force and effect. If You do not agree with any part of these terms and conditions, or you have a dispute or claim against us or our affiliates with respect to the Agreement, ToS or our Privacy Policy, you should immediately refrain from using the Platform. Any non-use of the Platform shall not act as a waiver. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement, ToS, your registration with or access to the Site or use of the Platform, and neither you nor we have any authority of any kind to bind the other in any respect.

Changes to this Agreement. 

We may change this Agreement. If we do, we will post the revised Agreement on our Site and update the “Last Updated” date at the top of the Agreement. The revised Agreement will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account or using or continuing to use the SMT Platform).

Contact Info

You may contact us at hello@saymazeltov.com

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