THESE TERMS OF SERVICE ("TERMS") GOVERN YOUR USE OF OUR SERVICES. BY
ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE
OR BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. BY ACCEPTING
THESE TERMS YOU REPRESENT THAT YOU HAVE THE REQUIRED CORPORATE AND LEGAL
AUTHORITY TO BIND YOUR COMPANY OR SUCH OTHER LEGAL ENTITY WHICH YOU
REPRESENT TO THESE TERMS AND CONDITIONS, AND THE TERMS "YOU" OR "YOUR" SHALL
REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT
AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCEPT THESE TERMS
AND MAY NOT USE THE SERVICES.
We reserve the right to update these Terms from time to time and shall do so only after we provide you with
notice through our Services. The changes shall come into effect 30 days following the date in which the
notice was first posted on our Services. These Terms were last updated on December 30, 2018. It is
effective between You and Us as of the date of You accepting these Terms.
In addition to those definitions which appear in line within the Terms, the following terms shall have the
meaning ascribed next to them as follows:
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code,
files, scripts, agents or programs.
“Sale Agreement” means an agreement for selling Products (as defined below) between a Seller and a Buyer
upon the Seller’s and the Buyer’s mutual consent, which will be legally binding on both the Seller and the
“Services” means the services that are made available by Us via STARTUP.MARKET, as
further detailed in these Terms.
“We”, “Us” or “Our” means STARTUP.MARKET.
“You” or “Your” means the person, company, enterprise or other legal entity which accepts these Terms by
using the Services.
“Your Data” means all electronic data or information submitted by You through the Services.
2. THE SERVICE
General. The Services are intended for selling and buying both tangible and intangible assets and
products or companies, including without limitation source code, algorithms, websites, apps, intellectual
property rights, equipment and other assets of start-ups of any kind (each a "Product") between those
who wish to sell such Products (the “Sellers”) and those who wish to purchase such Products (the
“Buyers”). The Services facilitate the open communication and selling process which allows both the
Sellers and the Buyers to cooperate, exchange information, coordinate and enter into mutually beneficial
3. USE OF THE SERVICES
3.1. Creating a User Account. In order to use the Services, You must create a user account (“User
Account”). Following the completion of the registration, as part of the registration process, We may
require You to undergo certain certification and authentication process. Your cooperation with the
authentication and certification is a condition precedent to the rights and access granted under these
Terms. You agree to keep confidential and secure any username or password used to access your User
Account. You warrant that all information provided to Us in the setup of your User Account is true and
correct in every detail.
3.2. Products you May Sell through the Services. You must only list Products for sale which you own or
which you are entitled to sell. By offering Products for sale on the Services, you are warranting to Us
and to each Buyer that: (i) in the case of any intangible assets, you are the owner of all intellectual
property rights and all other rights, title and interest in the Products; (ii) the Product and all of its
components are transferable to the Buyer. You are restricted from selling Products which: (i) are
obscene, vulgar or deemed by Us to be offensive; (ii) contain material which infringes the intellectual
property rights of a third party or which assists others to infringe the intellectual property rights of a
third party; (iii) are engaged in activities which contravene the law of any territory; or
(iv) contravene any provision of these Terms.
3.3. Your Responsibilities. All users of the Services must be 18 years of age or older. By creating a User
Account, you represent and warrant that you are 18 years of age or older and you can form legally
binding agreements under applicable law.
3.4. Our Role in Relation to the Services. You acknowledge and agree that: (i) We do not sell Products on
behalf of Sellers. All sales of Products are conducted by Sellers on their own behalf; (ii) We do not
facilitate payments between Buyers and Sellers; (iii) We are not responsible in any way for the
compliance by each Buyer or Seller with any Sale Agreement; (iv) We do not guarantee and cannot
ensure that a Buyer or Seller will actually complete a sale of Products or act lawfully in their use of the
Services; and (v) You do not have the power to bind Us in relation to any obligation owing to a third
party. We are not a party to any transaction or Sale Agreement between any Seller or Buyer and We are
not responsible for any act or omission of any Seller or Buyer.
3.5. User Termination. We reserve the right, at Our sole discretion, to cancel or suspend User Accounts
which are unconfirmed, inactive or do not comply with the Terms as set forth herein.
4. FEES AND PAYMENT
4.1. Fees. When You, as a Seller, make a sale of your Products which was listed through the Services, You
shall pay Us a success fee within 14 days from the date in which you concluded the Sale Agreement (the
“Fees”). The Fees are calculated as percentage from the sale price, as further detailed on our website in
the Fees section. The Seller permits Flippa to automatically deduct the Success fee from credit card or
Paypal in the event the success fee is 14 days or more overdue.
4.2. Payment Terms. Invoices shall be issued to Seller upon finalization of a Sale Agreement, either
directly by Us or through such third party service. All payments shall be made in US dollars.
4.3. Overdue Charges. If any charges are not received from Seller by the due date, then at Our discretion,
(a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the
maximum rate permitted by law, whichever is lower, from the date such payment was due until the date
paid, and (b) We may, without limiting Our other rights and remedies, suspend Seller’s User Account
and access to the Services.
4.4. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar
governmental assessments of any nature, including but not limited to value-added, sales, use or
withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively,
"Taxes"). Seller is responsible for paying all Taxes associated with its sale of Products hereunder.
5. PROPRIETARY RIGHTS
5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights,
title and interest in and to the Services, including all related intellectual property rights. No rights are
granted to You hereunder other than as expressly set forth herein.
5.2. Restrictions. You shall not (i) make any use of the Services in whole or in part that is not expressly
permitted by these Terms (ii) permit any third party to access the Services, (iii) represent directly or
indirectly, take any action to contest Our intellectual property rights or infringe them in any way, (iv)
create derivate works based on the Services, (v) interfere with or disrupt the integrity or performance of
the Services or any part thereof, or (vi) attempt to gain unauthorized access to the Services or their
related systems or networks for any purpose and shall not simulate or derive any source code or
algorithms from the Services or use any of the foregoing to create any software or service similar to the
Services. Any such forbidden use shall immediately and automatically terminate Your right to use the
Services and allow Us, without derogating from any other remedies available to Us in law or equity, to
immediately disconnect you from the Services.
5.3. Your Data. You authorize Us to host, copy, transmit, display, analyze, process and adapt Your Data
and to provide Your Data to Buyers or Sellers, as applicable, as necessary for Us to provide the Services
in accordance with these Terms. Without derogating from the foregoing, You authorize Us to display to
Our users a list of the Sale Agreements You have performed through Our Services. Subject to the
limited rights granted by You hereunder, We acquire no right, title or interest from You under these
Terms in or to Your Data, or any of your intellectual property rights and shall keep Your Data
5.4. Intellectual Property Rights in Products. You acknowledge that the obligations of Sellers and Buyers
in relation to the transfer of the intellectual property rights in a Product from a Seller to a Buyer will be
set out in the Sale Agreement. Each Seller warrants to Us that its Products will not infringe the
intellectual property rights of a third party. You acknowledge and agree that We will not be liable or
responsible for any breach by a Buyer or Seller of any intellectual property rights or other rights held by
a third party in relation to the supply or purchase of a Product.
6. WARRANTIES AND DISCLAIMERS
6.1. Your Warranties. You warrant that (i) You have validly entered into these Terms and have the legal
power to do so, and (ii) You will comply with the restrictions detailed in Section 5.2 (Restrictions), (iii)
You will not use the Services in connection with any illegal or fraudulent business activities and will not
transmit Malicious Code to Us or to any other Buyer or Seller; (iv) you will not use the Services for any
purpose other than participating in Sale Agreements as a Seller or Buyer; (v) you will comply with all
applicable laws which must be complied with in relation to a the sale or purchase of a Product; (vi) you
will not, by engaging Us to provide the Services, place Us in breach of any law or obligation owing to a
third party; and (vii) you will provide Us with all information requested by Us as required to provide
You the Services.
6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE PROVIDE THE SERVICES TO
YOU "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE
SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES
REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF OUR
SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WE DO NOT WARRANT
THAT THE SERVICES WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE OR THAT
THE SERVICES SHALL MEET YOUR REQUIREMENTS.
7.1. Indemnification by You. You shall indemnify Us, Our agents, officers, employees, and third party
providers (“Indemnified”) against any loss, cost, expense or damage (including legal costs) which any
of the Indemnified suffer or incur as a direct or indirect result of: (a) any breach by You of any
representation, warranty or term of these Terms; (b) any acts or omissions by You; (c) any breach by
You of your obligations to a third party, including another Seller or Buyer; and (d) any infringement by
You of the rights of a third party, including the intellectual property rights of such third party.
7.2. Exclusive Remedy. This Section states the indemnifying party’s sole liability to, and the indemnified
party’s exclusive remedy against, the other party for any type of claim described in this Section.
8. LIMITATION OF LIABILITY
8.1. Limitation of Liability. OUR MAXIMUM LIABILITY WITH RESPECT TO THESE TERMS
(WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL
NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO US DURING THE SIX MONTHS
PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND IF NO FEES WERE PAID, A
MAXIMUM AMOUNT OF $1,000. IN NO EVENT SHALL EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER
CAUSED INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR DAMAGES
ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER IN
CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR
NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY
9. TERM AND TERMINATION
9.1. Term of Agreement. These Terms enter into effect on the date You accept them and remain in effect
until terminated by either party in accordance with these Terms.
9.2. Termination for Convenience. If you wish to terminate this Agreement you may do so at any time for
any reason or without reason, by deleting your User Account. Thereafter you shall not be able to use the
Services and connect to any additional Buyers or Sellers unless and until you renew your registration to
the Services. Termination of this Agreement shall not relieve you of your obligations to pay amounts
accrued or owing to Us or to any Seller, nor affect any legal rights or obligations which may have arisen
under these Terms prior to or at the date of termination.
9.3. Consequences of Termination. Upon the termination of this Agreement: (i) any Products which you
have placed for sale on the Services will be removed; and (ii) We will, within a time period determined
by Us, withdraw the use of the Services from You. Sections 1 , 5 , 6.2 , 7 , 8 , 9.3 and 10 shall survive any
termination or expiration of these Terms.
10. GENERAL PROVISIONS
10.1. Notices. Except as otherwise specified in these Terms, all notices, permissions and approvals
hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the
second business day after mailing or (iii) the first business day after sending by email. Billing-related
notices to You shall be addressed to the relevant billing contact designated by You. All other notices to
You shall be addressed to the relevant Services system administrator designated by You.
10.2. Governing Law and Jurisdiction. These Terms and performance by the parties hereunder shall be
governed and construed in accordance with the laws of the State of Israel, without regard to its choice of
law principles. For any litigation that may arise under these Terms or to enforce an award in accordance
with these Terms, the Parties irrevocably and unconditionally submit to the exclusive jurisdiction and
venue of the courts in Tel Aviv-Jaffa, except that nothing herein shall prevent each party from applying
to any court of competent jurisdiction for injunctive relief.
10.3. Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute
a waiver of that right.
10.4. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be
contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the
objectives of the original provision to the fullest extent permitted by law, and the remaining provisions
of these Terms shall remain in effect.
10.5. Assignment. You may assign any of its rights or obligations hereunder, whether by operation of law
or otherwise, without the prior written consent of the other party (not to be unreasonably withheld) and
any such assignment shall be void and null.
10.6. Entire Agreement. These Terms constitutes the entire agreement between the parties and
supersedes all prior and contemporaneous agreements, proposals or representations, written or oral,
concerning its subject matter.