These Terms and Conditions of Service apply to services (“Services”) ordered and/or provided by MX1 Ltd. or any of its subsidiaries (“MX1”) to you, the Customer, (“Service Order”). By executing a Service Order or by receiving the Services from MX1 you agree to be bound by these Terms and Conditions of Service.

  1. Provision Of The Services

    1. Customer shall be responsible at its own cost to bring its signal to the demarcation point defined in the Service Order.
    2. Customer represents and warrants that it is a corporation duly registered and has full authority to enter into a service order or agreement regarding receipt of the Services. Customer represents and warrants that it holds a broadcast license issued by a competent governmental authority authorizing Customer to obtain the Services hereunder. Customer shall not use the Services in any manner or for any purpose, which constitutes a violation of the laws of any jurisdiction in which the Services are being provided. Customer is solely responsible to obtain all licenses and permits required in order to use the Services in any applicable jurisdiction.
    3. Customer accepts that MX1 is free to determine, at its sole discretion, the method by which it will provide the Services. Without prejudice to the generality of the foregoing, Customer accepts that in connection with the performance of the Services, MX1 has the right to amend any technical configuration at any time. In addition, it is agreed that the Services may be relocated to an alternative satellite, in the event that the satellites organization replaces the satellite utilized in connection with the provision of the Services with the alternative satellite.
  2. Invoicing and Payment

    1. On a monthly basis, MX1 shall submit an invoice to Customer for the Monthly Fee for all the Service Orders. Unless otherwise stated in the applicable Service Order, MX1 shall submit the monthly invoice to Customer during each calendar month preceding the month during which the Services are to be provided, and Customer shall pay the invoiced amount no later than the first day of the month in which the Services are to be provided.
    2. All pricing and charges are exclusive of all applicable taxes, including value-added tax, sales taxes, withholding taxes and duties or levies imposed by any authority, government or government agency, all of which shall be paid by Customer.
    3. All amounts due hereunder to MX1 by Customer that are not paid when due shall accrue interest at a rate of two percent (2%) per month, compounded on a monthly basis until paid in full.
  3. Termination

    1. MX1 shall be entitled to interrupt the Services and/or terminate the Service Order, at MX1’s discretion, without liability to Customer, immediately upon notifying Customer, in the following events:
      1. If Customer is in breach of any of its obligations and warranties, including, without limitation, Customer’s payment obligations. Prior to any such interruption and/or termination, MX1 will notify Customer and will provide Customer with three (3) days to take corrective action.
      2. If Customer becomes insolvent or ceases paying its debts generally, as they mature and/or if bankruptcy proceedings, or similar proceedings under bankruptcy laws, are initiated by or against Customer and/or a receiver or trustee is appointed over the business and/or property of Customer.
    2. Customer recognizes that the pricing for the Services is based upon the completion of the Term set forth in the Service Order and as such, in the event of early termination of the Service Order for any reason attributed to Customer, prior to the expiration of the Term thereof, Customer agrees to pay a cancellation penalty equivalent to 100% of the monthly Fees due for the remainder of the term after the date of termination.
  4. Limitation of Liability

    1. Customer acknowledges that MX1 has no control over how a foreign administration or third party carrier establishes its own rules and conditions pertaining to international telecommunications services. Accordingly, Customer agrees that MX1 shall not be liable for any loss or damages sustained by Customer, its interconnecting carriers or its end users due to any failure in or breakdown of the communication facilities associated with providing the Services which are not operated or controlled by MX1.
    2. IN NO EVENT SHALL MX1 BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, SPECIAL OR INDIRECT LOSSES OR DAMAGES, HOWSOEVER ARISING, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THIRD PARTY CLAIMS, LOSS OF CUSTOMERS, OR DAMAGE TO REPUTATION OR GOODWILL; NOR SHALL MX1 BE LIABLE TO CUSTOMER FOR ANY LOSS OF PROFITS OR REVENUES.
    3. MX1 shall have the right to terminate the Service Order and the respective Services without liability to Customer on account of such termination, at any time, in the event that MX1 received a request to terminate the Services from the satellite or other telecommunication provider or carrier or any regulatory or governmental authority.
    4. In the case of transmission failure only, where all or part of any transmission fails, and provided that Customer promptly notified MX1 in writing of such failure, MX1 shall credit to Customer the pro-rata portion of the Fees for the period of the failure. The foregoing shall be the sole remedy of Customer in the event of a transmission failure.
    5. IN ANY EVENT, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, MX1’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE ORDER SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE MONTH PRECEDING THE EVENT FOR WHICH SUCH LIABILITY WAS INCURRED.
  5. Program Content Responsibility

    1. The full responsibility for all program content supplied by the Customer to MX1 for transmission (“Content”) rests with the Customer. Customer represents that it holds the rights in and/or has a license to use and distribute the Content, as contemplated by the Service Order.

    2. MX1 may have access to the Content to verify the successful transmission of the signal and MX1 must use its best endeavors to ensure that its access to the Content under this clause does not interfere with access to the Content by customers of the Customer.
    3. Customer guarantees to MX1 that its Content will not breach: (i) Any act or regulation of the State of Israel and/or any jurisdiction to which Content is transmitted to, including, without limitation, such laws pertaining to copyright and/or other intellectual property rights, privacy, slander, defamation, obscenity or racism; (ii) Any guideline for television, internet or video program content or distribution issued by any competent authority in any jurisdiction in which the Content is transmitted or published to; or (iii) rules relating to content issued by the satellite service provider, carrier or internet organization.
  6. Indemnification

Customer will indemnify MX1, including its shareholders, directors, officers and employees, and keep it harmless from and against any Proceedings brought against MX1 by any government authority or any third party, including but not limited to any IP infringement, which relates in any manner to the Content and/or Customer’s breach of these Terms and Conditions and/or Service Order and/or Customer’s negligent acts or omissions. In regards to the Terms and Conditions of Service, the term "Proceedings" includes all actions, prosecutions, demands and/or claims for damages or imposition of a fine or other penalty against MX1.

  1. Assignment

The Service Order may not be assigned or transferred by either party without the prior written consent of the other party, except that MX1 may at any time assign the Service Order without the consent of Customer to any affiliated entity of MX1 or in connection with the acquisition of MX1 or its business and/or a merger of MX1 with the assignee.

  1. Force Majeure

No failure or omission by MX1 to carry out or observe any of the terms and conditions of the Service Order or these Terms and Conditions of Service shall give rise to any claim against MX1 or be deemed a breach if such failure or omission arises from any cause beyond the reasonable control of MX1, including without limitation natural catastrophes such as fire, flood or earthquakes; meteorological or astronomical disturbances; satellite failure or malfunction; national telecommunications failures; severe adverse weather; acts of government; war or terrorism; general strikes, lockouts or work stoppages; or any other acts of God.

  1. Confidentiality

The parties shall maintain the confidentiality of all information or data of any nature provided by one party to the other, and shall not disclose it to any third party, except to their employees who have a need to know for the purpose of performing their obligations under this Agreement. The above obligation shall not apply to information which: (i) at the time of disclosure was generally available to the public, or becomes thereafter generally available to the public through no fault of the receiving party; (ii) was prior to its disclosure in the possession of the receiving party, as evidenced in its written records; (iii) is received from a third party who is not under confidentiality obligations towards the disclosing party, as evidenced by written records; or (iv) either Party is obligated to disclose pursuant to a court order and/or requirement of any administrative agency or governmental body, provided that the receiving party shall notify the disclosing party in writing prior to making such disclosure. This Section shall survive the termination of this Service Order for any reason whatsoever. MX1 shall be entitled to issue one or more press releases disclosing the relationship entered into hereby and announcing the provision of services by MX1. MX1 may refer, use and make available to the public Customer's name, logo and trademarks in MX1's public filings, marketing materials, press releases, MX1's website and exhibitions as well as using short video clips of Customer's content for said purposes.

  1. Governing Law and Jurisdiction

The Service Order and these Terms and Conditions shall be governed and construed in accordance with the laws of the State of Israel, and the courts of Tel Aviv, Israel, shall have sole jurisdiction over any conflict and/or dispute arising out of, or in connection to, these Terms and Conditions and any Service Order.

  1. Entire Agreement, Changes

These Terms and Conditions of Service, together with the Service Order, constitute the entire agreement between the parties with respect to the subject matter of the Service Order and supersede any prior or contemporaneous oral or written agreement, understanding or warranty of the parties. In case of any contradiction between the terms of these Terms and Conditions of Service and the Service Order, the terms of the Service Order shall prevail. MX1 may amend these Terms and Conditions of Service from time to time and the amended Terms and Conditions of Service shall appear on MX1’s web site at: http://www.mx1.com