Paltalk Assessment March 2023

General terms and conditions of use of Letstok Technologies LTD – for talents

The application and the website of Let’s Talk Technologies Ltd. (hereinafter: “The Company” or “The Website”) are a platform that allows a public figure acting in accordance with the general terms of use for public figures (hereinafter: “Public Figure” / “Public Figures” and “Terms Of Use”, as the case may be) to display audio and/or video content for the customer on the website (hereinafter: “The Customer”), communicate with the customer on the website directly, and allow the customer to order and purchase pre-recorded content, online meetings and online performances, including personal and commercial advertising content (hereinafter: “The Services”).

The site is operated and managed by the company, therefore, it is clarified that the reference to “the site” below is to the site and the company alike.

Joining the site and the activities within it are subject to the approval of the terms of use and the updated privacy policy of the site (hereinafter: “The Privacy Policy”).

General

1. The approval of the terms of use by the public figure is necessary in order to make use of the site, and it indicates consent and confirmation that the public figure has read and agrees to the terms of use, including the commercial and legal provisions.
2. The privacy policy applies equally to all genders, and the use of male pronouns is for convenience only.
3. Joining the site and the activity on it, is subject to approval by the company, at its sole discretion.
4. The public figure confirms and agrees that he is aware that the site is only a marketing platform, and that any contract with the customer, despite being made through the site, will be considered a direct contract between him and the customer, and that the site and/or company is not a party to this contract.
5. It is clarified that the site and the company are not responsible for damages of any kind, direct, indirect, and consequential, including loss of profits. Without derogating from the aforementioned, it is clarified that the liability of the site and the company is limited in such a way, that in any case, the total liability of the company does not exceed the average income of the public figure through the site, in the three months before the event.
6. The public figure agrees and consents that the Company may, at its sole discretion and/or at the guidance of its legal team, remove publications that may hinder the rights of third parties, including copyright violation, libel, privacy violation, and/or moral violation, violation of the provisions of any law, and any other substantive reasoning.
7. The public figure declares and confirms that the company has the right, at its sole discretion, to cancel this agreement, either the full agreement or part of it, immediately, if it receives a complaint in connection with the content published on behalf of the public figure through the site (hereinafter: “the content” or “public figure content”).
8. The public figure declares and confirms that the site and/or the company and/or anyone on their behalf may use any filmed and/or recorded material provided by the public figure to the site for publicity, marketing, and advertising of the site.
9. The public figure confirms that he is aware that the site does not commit to any amount of sales and/or a certain amount of exposure, and it is clarified that insofar, as data is provided to the public figure regarding the amount of exposure and/or traffic on the site, these data are based on estimation and evaluation only. Regarding the number of actual exposures, no claim from the public figure and/or anyone on his behalf will be heard.
10. The public figure confirms that he knows that he must approve or reject a service order on behalf of the customer within 48 hours of  the order being placed.

Changes To The Websites, Faults, And Termination Of Service

1. The Company may, from time to time, change the structure of the site, its characteristics, and/or visibility and/or the design of the site, the scope, cost, and availability of the services on the site, without being obliged to notify in advance, and without being aware of any claim and/or demand towards the company in respect of the implementation of such changes and/or incidents that will occur in the course of their implementation.
2. Without derogating from the above, the Company may at any time stop providing the services on the Site, in whole or in part, at its sole discretion. The company will publish a notice on the website about the termination of the services a reasonable time in advance. Upon termination of the Services, the Company will hold the material contained on the Site for a further reasonable period of time, after which it will be entitled to delete it without maintaining any backup from it and without further notice thereof.
3. The company does not guarantee that the site’s services will not be interrupted, will be provided in order or without interruptions and/or without errors, and will be immune from unauthorized access to the company’s computers or damage, breakdowns, malfunctions, or failures in hardware, software, lines and communication systems, at the company or in one of its suppliers. There may be from time to time, interruptions and/or delays in the operation of the site or parts of it, whether in an initiated and/or controlled manner or uncontrollably, and factors that depend on third parties, and no claim of any kind and type in cases of interruptions and/or disruptions and/or delays in the site activity.

Use Of The Website

1. The public figure undertakes that the content that he or she represents will be uploaded to the site and/or through the site, is original and unique content intended for the site’s clients only.
2.  All content that is transmitted and/or ordered through the site and/or uploaded to the site will bear the site’s logo, and/or other marks as determined by the company in size and location determined at the company’s discretion, in a manner that clarifies that the content is on the site.
3. The copyrights in the content that will be purchased and/or ordered from the site belong to the public figures, and the customer will be considered authorized to use the content he ordered in accordance with the specific terms of purchase and in accordance with the general terms of use applicable to customers, as updated by the company from time to time. The company and the site will also be considered as having permission to use such content in these terms of use, and the general terms of use for customers.
4. The company and the site will define the characteristics and types of private and commercial content that may be ordered through the site, including recorded personal messages, live video chat, lectures, and live performances. Among other things, the periods will be determined by the website concerning such messages, chats, and performances, as well as the possibility (if any) of purchasing several such cumulative periods. The Company has the right to restrict and change such characteristics, at its sole discretion.
5. The company and the site will define, from time to time, the characteristics of a public figure’s page on the site. Among other things, the public figure profile and/or promotional video will be displayed on the personal page, in a format to be determined by the site, the profile picture and the services offered by the public figure, and content ordered from the public figure through the site. It is known to the public figure that the customers have the right to request not to display content ordered by them on the public figure’s page on the site and/or in general.
6. The company has the right to allow customers to comment and/or rate the service they received, and to display the ranking on the website and/or on the page known on the website. In the event that the public figure disagrees with a reference or rating of one kind or another, he can contact the site and present his position, the decision is given to the company’s sole discretion.
7. The public figure will define the delivery time – concerning pre-recorded content, and the available dates – concerning the content that will be broadcasted live (chat, video meetings, lectures, and performances). The public figure undertakes to meet the delivery dates to which he has committed towards the customers and availability for the available dates in the broadcast in real-time.
8. The company has the right to offer public figures “agent” services through a representative on behalf of the site, to assist in the promotion and marketing of the public figure’s activity on the site, and maintaining direct contact with the public figure, and his with the clients. It is clarified that the use of such service is not a representation or obligation for any quantity of orders, or to impose any liability on the company, and even in this case the contract between the customer and the public figure will be maintained directly.
9. It is agreed that the public figure will not display content from the site and/or content uploaded to the site and/or through the site on other sites or platforms, except as detailed below: (A) on the public figure’s site or personal page only and/or (B) on the public figure’s page on social networks. In displaying the content as stated above, a logo of the site will be included, as well as a link to the page known on the site. Notwithstanding the foregoing, a public figure shall make the most effort possible, following the request of customers not to make use of and publish content which has been ordered by them, following the rights of the customers according to the general terms of use. It is agreed that in the event of a refusal by a public figure at the request of such a customer, he will inform the customer and the website in advance.
10. It is agreed that the public figure and the website have the right to notify each other of the termination of the written engagement, with 30 days’ notice. It is clarified that the relevant terms of use will continue to apply even after the termination of the contract, including the consideration clauses, copyright, and indemnification, concerning the content published on the site and/or through it by the public figure and/or someone on his behalf.
11. Content from the site must not be displayed in any way – including through any software, device, or communication protocol – that changes their design as displayed on the site, or removes any content from them, in particular logos or trademarks indicating that the content originates on the site. Do not link to content from the site through a “deep link” that is not a direct link to the web page where this content was displayed on the site, in full and as is. Do not link to content from the site, detached from the web pages where they appear on the site and/or without including the full address (URL) of the web page on the site in the ordering browser, do not change or hide this address, or replace it with another address. The company may demand the removal of a deep link as stated above in its sole discretion, and in this case, the public figure will not stand any claim, demand, or claim against the company and/or the site. The company will not bear any responsibility for any damage that may be caused as a result of linking to content from the site and from any presentation or publication of such content in any other way. The full and exclusive responsibility for any link, presentation, or publication of the contents, is on the public figure who creates the link only.
12. The public figure undertakes not to perform the following prohibited actions and to take reasonable corrective measures, including immediate notification to the company, following the discovery of a prohibited action as set forth below: (A) Inclusion of any content into an order, which is not drircetly relevant to the order; (B) Referral in any way, including by linking to a page/content unrelated to the customer’s order; (C) the introduction of content that is (1) obscene, pornographic, crude, deceptive or libelous, defamatory, offensive or harassing; (2) promotes violence or contains hate speech, including content that encourages racism or unlawful discrimination; (3) infringes third party intellectual property rights; And (D) advertises or promotes any illegal activity, service or product.

Payment For Advertising, And Sales Tax

1. The payment of the buyers will be collected by the company and will be forwarded to the public figure, without the sales commission as defined below, and VAT as defined by law. It is agreed in this matter that payment to a company is the same as payment to a public figure for all intents and purposes.
2. The company will determine the amount of the sales commission for the services on the site, as a fixed payment and/or according to a percentage of the consideration that will be received from the customer for the sale of the public figure’s content (hereinafter: “sales commission”).
3. The sales commission set by the company by default is 25% of any payment received by the company in connection with the activity of the public figure on the site.
4. In a purchase made through a link and/or a dedicated landing page assigned by the company to a public figure, and/or displayed on the public figure’s website and/or on a personal page on social networks, the sales commission will be following the promotion and affiliation plan offered by the company from time to time.
5. The company may change the terms of payment on the website, including the amount of the consideration for the publication and/or the amount of the sales commission, at its discretion, and while updating the public figures in advance regarding the said change and/or publication on the website and in this document. The change will apply concerning orders received from the date of publication of the change onwards.
6. It is known to the public figure that the payment for the sale of the contents will be deposited with the company and/or to its credit in advance, and will be transferred to the public figure in the calendar month after the service itselft, whitout the sales commission, subject to receipt of a corresponding tax invoice from the public figure.
7. The public figure will transfer to the company the details of an active bank account in his name, or in the name of a company wholly and exclusively owned by him. If the public figure requests to transfer payments to any third party, including an agent and/or manager, he will be asked to approve the company’s such transfers in writing, following a document to be prepared by the company.
8. Notwithstanding the foregoing, it is clarified that if payments of up to 500 NIS (hereinafter: “the minimum threshold”) have accrued to the public figure’s credit, the payments will be transferred to the calendar month after the accumulation of funds above the minimum threshold (and regardless of the actual service delivery date). If the public figure is interested in transferring funds that are to his credit and are below the minimum threshold, the public figure will be entitled to apply to the company for the balance of the right available to him.
9. The public figure will have the opportunity to know the balance of the payments to his credit on the site, and the expected date of their payment, by entering the public figure’s personal area on the company’s site.
10. The Company has the right to determine security and protection measures concerning the transfers of funds, including asking for passwords, means of identification and/or authentication at its discretion. It is clarified that in any case of suspicion on the part of the company of a security problem, the company has the right to suspend the transfer of funds and/or temporarily block the withdrawal of payments by the public figure until the security check is completed, and the public figure is prevented from raising any claim in this regard.
11.  It is clarified that the company has the right to demand from the public figure any detail and/or statement and/or document required by law and under the Anti Money Laundering Law in general, as a condition for its activity on the site and/or transfer of funds from the site.
12. After receiving the payment from the company, a tax invoice (centralized) will be issued concerning it, in each calendar month, in accordance with the clearance date of the credit company. The invoice will be sent by email only.
13. All amounts published on the website include VAT as required by law (except for purchases made outside Israel and in respect of which no VAT payment will apply by law).
14. The public figure is solely responsible for the payment of any tax applicable to his income from the site under any law.
15. A public figure has the option, according to his choice, to determine that a defined percentage of the public figure’s income through the site (from the public figure’s share after deducting the sales commission) will be transferred as a donation to a foundation or non-profit, according to the public figure’s choice. The company and the public figure may indicate the donation on the page in the site. The donation amount will be transferred by the company to the beneficiary, and it is clarified that the responsibility for transferring a receipt regarding the donation is on the recipient only.
16. The public figure is aware of the cancellation and refund policy used on the website and appears in the general terms of use of the customers on the website, including the company’s right to approve the customers’ cancellation of a transaction and/or refund, at its discretion. It is clarified that in the event of a credit or cancellation, the full amount will be refunded, including the sales commission, and subject to cancellation fees following the law and consumer protection regulations dealing with cancellation of a transaction.
17. The public figure undertakes that if the company decides, at its discretion, on a refund to the customer of payments that have already been transferred to the public figure, the public figure will refund the company in respect of which it was decided to repay in full immediately upon the company’s first demand. It is clarified that the company has the right to reduce the refund of the public figure’s balance on the site if the payment has not yet been transferred to the public figure, and to deduct the amount of the refund from any balance of credit to the public figure on the site, and/or payments received from or through the site.
18. The public figure undertakes not to receive consideration and/or payment (and/or money’s worth) from a customer on the site directly and/or in any way other than through the site’s platform. If the public figure receives such an inquiry from the customer on the website, he will update the website.
19. The public figure is aware of the cancellation and refund policy of the website, which appears in the general terms of service of the website’s buyers, in accordance with the Israeli Consumer Protection Law, 1981, and the regulations took out of enforcement (hereinafter: Consumer Protection Law).

Responsibility Of The Public Figure

1. The public figure confirms and agrees that he knows that the application and the website are only a marketing platform, for displaying and exposing the public figure’s content.
2. The public figure declares and confirms that he bears sole and full responsibility for the contract between him and the customer, and no claim will be heard on his part towards the company and/or the site arising from and/or related to the transaction made through the site and/or in connection with cancellation, for whatever reason.
3. The public figure declares and undertakes to fulfill all the obligations imposed on the “seller” under the Consumer Protection Law, including concerning the policy of cancellation of a transaction (concerning services). It is clarified for the avoidance of doubt that the company and/or the site are not a “seller” as defined in the Consumer Protection Law regarding the contract between the public figure and the customer.
4. The public figure undertakes that personal content recorded for the client on the site will be original and unique concerning each client, and will not reuse the content ordered and/or prepared at the request of a previous client (it is clarified that this does not limit the public figure concerning the essence and/or for details of the same contents).
5. It is clarified that the public figure has the right to limit his activity to personal and private content only or to allow the ordering of advertising or commercial content, which is not for the personal and/or private use of the customer, depending on the options included on the site. Concerning such commercial content, it will be possible to order content, following the special conditions defined on the website.
6. The public figure declares and confirms that he bears sole and full responsibility for the content of the publications, their originality, correctness, reliability, and everything related to these publications, including copyright, defamation, and privacy protection and his legal right to make commercial use of the content offered by him.
7. The public figure undertakes not to give professional or personal advice or on any matter requiring a license under any law, and declares that any advice given by him to the clients is within his area of ​​expertise, he declares that he may give such advice, and is solely responsible to all results, damage or claim that may be directed towards him and/or towards the site in the context and/or as a result of the provision of such advice.
8. The costs and prices to be charged by the public figure will be determined and/or approved by him, while updating the site in advance. It is clarified that discounts and/or promotional prices displayed on the website, insofar as they are displayed, will be without any conditions, reservations, conditions, and/or changes. It is clarified for the avoidance of doubt that the public figure will bear sole responsibility in this regard.
9. The site has the right to determine discount promotions that will apply to all or part of the products on the site, at the sole discretion of the site. The public figure will be subject to any such discount promotion, which will be determined by the company at times and events from time to time, independently or in parallel with periodic discount events (such as end of season, Cyber Monday, Black Friday, etc.). It is clarified that in case of such discount (and in general), the company fee will be taken from the price after the discount.
10. The website has the right to determine, at its sole discretion, that such and other prices that the public figure seeks to charge exceed the acceptable price range on the website, in which case the public figure will have the option to adjust the prices and services he offers, or choose not to use the website’s services. It is clarified that in such a case the public figure will not have any claim or claim or demand towards the site and/or the company.
11. The public figure declares and undertakes that the company and/or the site and/or anyone on their behalf will not be responsible for any damage (direct or indirect), loss, heartache, and expense caused to third parties following use and/or reliance on any content, information, data, Presentation, image, video, audio, advertisement, service, etc., provided, or not provided by the public figure, and/or following the purchase of services offered by the public figure on the site, or non-compliance with the public figure’s commitment to delivering any content on time. The public figure alone will bear such responsibility, and he undertakes to indemnify the site and/or the company in respect of any claim or claim addressed to them in this context.
12. The public figure declares and undertakes that the sole responsibility for the quality and/or quality of the services provided and/or offered by him on the site, applies only to the public figure, and the company and/or the site have no responsibility in this regard.
13. The public figure declares that he has no contract with third parties (including agents, managers, etc.) who are entitled to rewards for publications made on the site, or alternatively that he will bear exclusively any payment of rewards to such third parties, after deducting the sales commission as defined above. In any case, the public figure declares that the company will not bear any payment to third parties as stated above.
14. It is clarified that to the extent that charges apply to the payment of royalties to copyright organizations (such as ACUM) concerning performances ordered through the site, the responsibility to regulate the issue of such royalties rests solely with the public figure.
15. The public figure undertakes to deliver on time any order to which he has undertaken and/or received it, and will bear full responsibility towards the customer and/or towards the company in the event of non-delivery of an order by him and/or his responsibility.
16. The public figure declares that he has no obligation (including exclusivity agreements and/or conflicting agreements) that prevents or restricts his operation within the site, and he absolves the company and the site from any responsibility in this regard.
17. It is known to the public figure that the company and/or the website are not responsible in the event of a breach of the general terms of use of the customers by the customer and/or a deviation from the general terms of use. However, and without imposing on the company any liability or responsibility in this context, the company will assist as far as possible the public figure to prevent and/or stop such a breach.

Intellectual Property And Copyright

1. The public figure declares and confirms that he has full property rights, including intellectual property and/or copyright and/or trademark and/or rights of use in all content and publications that he uploads to the site and/or is sent by him to customers according to the terms of use, regarding text content, audio, video, photographs, the profile picture of the public figure on the site, the content of the personal page, the use of the logo, etc.
2. The public figure declares and confirms that the offer of the services by him on the site does not infringe copyright and intellectual property of third parties, including trademarks, trade names, and/or theft and/or deception, and that the content offered by him for marketing through the site is original, and that third parties do not have rights in them, or the rights holders (such as writers, composers, photographers, etc.) allowed the advertiser to use this content for display/or market through the site. The public figure alone will be responsible in case of violation of this section. As stated, the indemnity section detailed below will apply in the terms of service.
3. By uploading the content to the site, the public figure grants the site and the company a license to use any information and/or content provided by him to the site, both on the site itself and in any other media, without paying royalties or any other consideration, between the permit for marketing and site promotion and if determined At the sole discretion of the Company.
4. The intellectual property on the site, excluding the content of the public figure, including the logo, trade names, graphics, designs, and service names is the exclusive intellectual property of the company or a third party (such as other public figures), who has allowed the company to use this content by law, and to make use of them for any kind and type, without obtaining the Company’s written consent in advance, including copying and/or presenting them through a website, application or service in any way that may cause confusion and/or deception in general, and concerning the source content on the site in particular.
5. The public figure hereby provides his consent and grants the Company, or any of its affiliates, with a fully paid up, royalty free, non-exclusive, unlimited in time, worldwide licence to use the public figure’s public photos and/or video images appears on its social media accounts for the use in its profile in the Company’s platform, and to store, process, use, transfer and share such media with any third party located in Israel or abroad, whether for promotional and marketing purposes or any other purpose as the Company may see fit, subject to the provisions of the applicable law.

Compensation

1. The public figure hereby undertakes irrevocably to compensate and/or indemnify the company and/or the site and/or anyone on behalf of the above, for any damage and/or expense, of any kind, that they may cause, whether directly or indirectly. If indirectly, as a result of publications of the public figure on the site and/or the offer of services by him and/or advice provided through and/or in the context of the site and/or breach of an obligation to order and/or breach of terms of use by him, and for any claim filed against the company and/or the site and any compensation to be awarded against them by the court or compensation to be paid in settlement following a claim or demand in connection with the public figure’s publications on the site and/or breach of the terms of use by him including any declaration and/or obligation of the public figure as stated above, including legal and other expenses, including filing the lawsuit and conducting the trial, immediately upon receiving a demand from the company and/or anyone on its behalf.
2. It is known to the public figure that monetary compensation is not sufficient relief in case of violation of a provision of the terms of use and therefore, the public figure agrees that in case of violation of the terms of use by him, the company is entitled in addition to any other remedy, to a restraining order.
3. The public figure undertakes to notify the Company immediately upon receipt of any complaint, demand, or claim concerning the publications on his behalf on the site. The public figure also undertakes not to reach any compromise and/or agreement without the participation and consent of the company and/or anyone on its behalf in a matter related to the publications he has made on the site and/or through it.

Legal Authority

1. Only the laws of the State of Israel will apply on the terms of service, but International Laws will not apply.
2. The courts in the city of Tel Aviv will have unique authority in any matter related to the terms of service and the privacy policy.