Terms of use

1.1

PLEASE READ THIS TERMS OF USE AGREEMENT (THE"TERMS OF USE") CAREFULLY. THIS WEBSITE (THE "WEBSITE") ANDTHE INFORMATION AND CONTENT CONTAINED THEREIN, ARE CONTROLLED BY BASELINEVISION LTD (“BASELINE”). THESE TERMS OF USE AND THE PRIVACY POLICY GOVERN THEUSE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE BYACCESSING OR USING THE WEBSITE IN ANY WAY, PURCHASING AND USING THE BASELINECAMERA AND ITS ACCESSORIES (THE “PRODUCTS”) AND USING THE SERVICES ANDRESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (TOGETHER WITH THE PRODUCTS, THE"SERVICES"), BY CLICKING ON THE "I ACCEPT" BUTTON,COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENTTHAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USEAND THE PRIVACY POLICY, (2) YOU ARE OF LEGAL AGE (AT LEAST 18 YEARS OF AGE) TOFORM A BINDING CONTRACT WITH BASELINE VISION LTD., AND (3) YOU HAVE THEAUTHORITY TO ENTER INTO THE TERMS OF USE. THE TERM "YOU" REFERS TOTHE INDIVIDUAL, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. YOUHEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC)SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOTPROHIBITED UNDER APPLICABLE LAW. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMSOF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.ANY DISPUTE,CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILLBE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF ISRAEL,WITHOUT GIVING RISE TO THE RULES OF CONFLICTS OF LAW.WITHOUT GIVING EFFECT TOANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHERJURISDICTION.PLEASE BE AWARE THAT SECTION ‎1.6 (COMMUNICATIONS) OFTHIS AGREEMENT CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US,INCLUDING VIA E-MAIL, TEXT MESSAGE AND PHONE CALLS. PLEASE NOTE THAT THESETERMS OF USE ARE SUBJECT TO CHANGE BY BASELINE VISION LTD. IN ITS SOLEDISCRETION AT ANY TIME. When changes are made, Baseline Vision Ltd. will make anew copy of the Terms of Use Agreement available at the Website. We will alsoupdate the "Last Updated" date at the top of the Terms of UseAgreement. If we make any material changes, and you have registered with us, wewill also send an e-mail to you at the last e-mail address you provided to uspursuant to the Terms of Use. Any changes to the Terms of Use will be effectiveimmediately for new users of the Website and/ or Services. PLEASE REGULARLYCHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

a.

The Website, the Services, and theinformation and content available on the Website  (as these terms are defined herein) (each, a"Baseline Property" and collectively, the "BaselineProperties") are protected by copyright laws throughout the world. Subjectto the Agreement, Baseline grants you a limited license to reproduce portionsof Baseline Properties for the sole purpose of using the Services for yourpersonal or internal business purposes. Unless otherwise specified by Baselinein a separate license, your right to use any and all Baseline Properties aresubject to the Agreement.

b.

You understand that Baseline Properties areevolving. You acknowledge and agree that Baseline  may update Baseline Properties with orwithout notifying you.

c.

Certain Restrictions. The rights granted toyou in the Agreement are subject to the following restrictions: (a) you shallnot license, sell, rent, lease, transfer, assign, reproduce, distribute, hostor otherwise commercially exploit Baseline Properties or any portion ofBaseline Properties, including the Website; (b) you shall not frame or utilizeframing techniques to enclose any trademark, logo, or other Baseline Properties(including images, text, page layout or form) of Baseline ; (c) you shall notuse any metatags or other "hidden text" using Baseline 's name ortrademarks; (d) except as expressly permitted herein, you shall not modify,translate, adapt, merge, make derivative works of, disassemble, decompile,reverse compile or reverse engineer any part of Baseline Properties except tothe extent the foregoing restrictions are expressly prohibited by applicablelaw; (e) you shall not use any manual or automated software, devices or otherprocesses (including but not limited to spiders, robots, scrapers, crawlers,avatars, data mining tools or the like) to "scrape" or download datafrom any web pages contained in the Website (except that we grant the operatorsof public search engines revocable permission to use spiders to copy materialsfrom the Website for the sole purpose of and solely to the extent necessary forcreating publicly available searchable indices of the materials, but not cachesor archives of such materials); (f) except as expressly stated herein, no partof Baseline Properties may be copied, reproduced, distributed, republished,downloaded, displayed, posted or transmitted in any form or by any means; and(g) you shall not remove or destroy any copyright notices or other proprietarymarkings contained on or in Baseline Properties. Any future release, update orother addition to Baseline Properties shall be subject to the Agreement.Baseline, its suppliers and service providers reserve all rights not granted inthe Agreement. Any unauthorized use of any Baseline Property terminates the licensesgranted by Baseline Vision Ltd. pursuant to the Agreement.

d.

Baseline Communications. By entering intothis Agreement or using the Baseline Properties, you agree to receivecommunications from us, including via e-mail, text message and calls. You agreethat texts, calls or prerecorded messages may be generated by automatictelephone dialing systems for servicing and marketing purposes. Communicationsfrom us may include but are not limited to: operational communicationsconcerning updates on new and existing features on the Baseline Properties,communications concerning promotions run by us or our third-party partners, andnews concerning the Baseline and industry developments. Standard text messagingcharges applied by your cell phone carrier will apply to text messages that wesend. If you wish to opt out of promotional emails, you can unsubscribe fromour promotional email list by following the unsubscribe options in thepromotional email itself. If you wish to opt out of promotional calls or texts,you will be offered an option to do so within the text message or call.However, you acknowledge that opting out of receiving all texts may impact youruse of the Baseline Vision Ltd. properties or related services.

a.

If you are featured in any content, whethermade available by Baseline, another Registered User or yourself, you herebyagree that Baseline is authorized to use your name, biographical details,image, likeness, actions, voice and/or statements (collectively,"Likeness") in connection with such Content, without furtherauthorization or any compensation, worldwide, in any media, whether now knownor hereafter devised, for any business purpose (including, without limitation,commercial and promotional purposes).

b.

Minors' Likeness. Additionally, if you are aparent or legal guardian of a child under the age of eighteen (18) who isfeatured in any Content (the "Minor"), whether Made Available byBaseline, another Registered User or yourself, you hereby agree that Baselineis authorized to use of Minor's name, biographical details, image, likeness,actions, voice and/or statements (collectively, "Likeness") inconnection with such Content, without further authorization or anycompensation, worldwide, in any media, whether now known or hereafter devised,for any business purpose (including, without limitation, commercial andpromotional purposes).

c.

You hereby release, hold harmless, andforever discharge Baseline from any and all claims, actions, causes of action,demands, rights, damages, costs, and expenses arising out of, related to, or inany way connected with the exercise by Baseline of the rights granted herein,including, without limitation, any and all claims for invasion of privacy,infringement of my privacy, publicity, and/or intellectual property rights,defamation, or portrayal in a false light.

a.

As part of the Services, Baseline offers Productsfor the purchase through our Website. We may accept your offer to buy Productsthrough the Website. Standard factory product warranties are provided with theProducts and cover repair or replacement of defective products in accordancewith factory terms for up to 365 days from delivery, or longer if requiredaccording to applicable consumer protection laws. For more information on therefund and warranty, please refer to the Refunds & Warranties section at https://www.baselinevision.com/warranty-refund-policy.

b.

Pre Order Payment. You will be charged apartial payment (“Partial Payment”) at the time of placing the Pre-Order.Baseline reserves itself the right to update the required Partial Paymentamount as it sees fit, but not retroactively. In which case, the updatedPartial Payment amount will be displayed on the website before it is charged.

c.

In order to pay for Product, you shall beredirected to third party service providers of online payment methods (“ThirdParty Payment Facilitators”) and may be required to supply certain informationincluding, without limitation, information about your method of payment (suchas your payment card number and expiration date) and your billing address.

d.

By submitting such payment information, youagree that such information may be used for purposes of facilitating thecompletion of payment processing of your purchase of a Product or Products orpayment pursuant to a Subscription Form initiated by you or on your behalf(“Transaction”). Verification of information may be required prior to theacknowledgment or completion of any Transaction.

e.

When you complete the online payment form,funds will be deducted from your credit card in accordance with the terms ofpayment on our Website or any Subscription Form or pursuant to the terms andconditions on the website of the Third Party Payment Facilitators. All paymentsare debited to Baseline Vision Ltd.. Due to the way Transactions are processedby the Third Party Payment Facilitators, there may be delays of 1-3 days inupdating your payment in Baseline Vision Ltd.’s records.

f.

Cancellation. Your placing of a Pre-Orderconstitutes your express agreement to purchase the Product when available.However, you or Baseline may cancel this reservation by terminating thePre-Order at any time, for any or no reason, prior to Baseline’s notice to youthat your Product is being prepared for shipment. In case of Cancellation, afull refund of the Partial Payment amount will be issued to you within 14business days of the notice of Cancellation.

g.

Our Third Party Payment Facilitators acceptthe following cards: Visa, Mastercard, American Express. Credit card paymentsare secured as follows: 
i) Transactions will beprocessed directly by our Services Provider using Secure Socket Layer (SSL)technology;
ii) Credit card numbers are protected with a high level of encryption whentransmitted over the Internet;
iii) Baseline Vision Ltd. does not store in any way your credit card details.

h.

Confirmation:
i) If successful, you will receive a confirmation notice of your completedpayment. Baseline Vision Ltd. will confirm your payment details via email andsend you an invoice
ii) If unsuccessful, you will be advised that your payment has failed. BaselineVision Ltd. will not be advised why a payment has failed; therefore, you shouldcontact your credit card provider for details.

i.

Our Third Party Payment Facilitators alsoinclude Paypal, Google Pay and Apple Pay.

j.

Our Third Party Payment Facilitators may callor text by telephone regarding your Transactions. You agree that we or theService Provider may place such calls or texts using an automaticdialing/announcing device. You agree that we or the Third Party PaymentFacilitators may make such calls or texts to a mobile telephone or othersimilar device.

a.

Once available, Baseline will be in contactwith you through your provided information in order to complete the purchase ofthe Product (the “Notice”). Baseline will proceed to the shipping of the Product once payment has been completed. Shipping costs will be calculated atfinal checkout according to the shipment size and destination. If no responseor payment is received from you within fourteen (14) days of the Notice,Baseline will automatically cancel your Pre-Order and proceed with a refund asdescribed in Section 2 above. Once received, your Product will be subject toour Refund and Warranty policy.

b.

Delivery Schedule. Baseline will communicatean estimated time of delivery of the Products (“ETD”) through its website andongoing communications. Although we will make efforts to begin deliveringProducts on time, you understand and agree that there may be delays. Baselinedoes not represent or warrant that it will be able to ship the Product by theETD. As a result, in the event that a delay arises and the estimated shipmentof the Product is not met, Baseline  willnot be responsible for any damages that may occur to you due to this delay, norshall it be obligated, except as set forth in these Terms, to provide anydiscounts, refunds or credits due to any such delays. Baseline will provide youwith periodic updates with respect to such delivery estimation. If for anyreason you decide that you do not wish to continue to wait for your Product,you may cancel your reservation as provided for and subject to Section 3.6 above.

a.

You are at least eighteen (18) years of age,or the age of legal majority in your jurisdiction (if different than 18);

b.

You have the legal right to use any paymentcard(s) or other payment method(s) utilized in connection with any Transaction;

c.

The information supplied by you is true andcorrect.

a.

All Transactions shall be carried out in accordance with applicable laws, including without limitation the cancellation of any payment which shall be subject to applicable contractual provisions (if any) and the provisions of the applicable consumers' protection law, as may apply in your country or region.

b.

If,at any time, we record a decline, chargeback or other rejection of a charge ofany due on your Account (“Chargeback”), this will be considered as a breach ofyour payment obligations hereunder, and product will not be shipped to you,without derogating from any other remedy that may be applicable to us underthis Agreement or applicable law.

c.

The Products are for the end users use only, and are not intended for resale. Products shall be delivered in the manner and within the timeframe depending onyour location by a third party delivery service. Such information shall berelayed to you at the time of purchase. By purchasing Products on our Websiteyou agree that your personal information, such as address and phone number, berelayed to the third party delivery service for the sole purpose of deliveringyour Products to the address provided to you. For questions or complaints regarding delivery of Products, please contact: sales@baselinevision.com.

d.

You may return the Product if you are not satisfied with it. You can get a refund according to our refund policy. Please refer to the Refunds & Warranties Policy on the Website at https://www.baselinevision.com/warranty-refund-policy

e.

Software License. Subject to your payment for the Services, Baseline grantsto you and you are hereby accepts from Baseline a world-wide, non-exclusivelicense to use the software embedded in the Baseline Camera (the “Software”) for the duration of the Servicesonly, under the terms and conditions set forth herein, for your use only (the “Software License”). The SoftwareLicense shall be subject to the restrictions herein, mutatis mutandis.    

f.

The Software may make use of certain third party software components (“ThirdParty Software”). Solely with respect to those Third Party Softwarecomponents, in the event of direct contradiction between the terms of thisAgreement and the terms and conditions governing the use of the Third Party Software (the “Third Party Software Terms”), the Third Party SoftwareTerms shall prevail and govern.  

a.

Baseline Properties. You agree that Baselineand its suppliers own all rights, title and interest in Baseline Properties,including but not limited to, any computer code, videos, methods of operation,moral rights, documentation, and software. You will not remove, alter orobscure any copyright, trademark, service mark or other proprietary rightsnotices incorporated in or accompanying any Baseline Properties.

b.

Baseline’s trademarks and all relatedgraphics, logos, service marks and trade names used on or in connection withany Baseline Properties or in connection with the Services are the trademarksof Baseline and may not be used without permission in connection with your, orany third- party, products or services. Other trademarks, service marks andtrade names that may appear on or in Baseline Properties are the property oftheir respective owners.

c.

You agree that submission of any ideas,suggestions, documents, and/or proposals to Baseline through its suggestion,feedback, wiki, forum, or similar pages ("Feedback") is at your ownrisk and that Baseline has no obligations (including without limitationobligations of confidentiality) with respect to such Feedback. You representand warrant that you have all rights necessary to submit the Feedback. Youhereby grant to Baseline a fully paid, royalty-free, perpetual, irrevocable,worldwide, non-exclusive, and fully sublicensable right and license to use,reproduce, perform, display, distribute, adapt, modify, re-format, createderivative works of, and otherwise commercially or non-commercially exploit inany manner, any and all Feedback, and to sublicense the foregoing rights, inconnection with the operation and maintenance of Baseline Properties and/orBaseline business.

a.

As a condition of use, you agree not to useBaseline Properties for any purpose that is prohibited by this Agreement or byapplicable law. You shall not (and shall not permit any third party) either (a)take any action or (b) Make Available any Content on or through BaselineProperties that: (i) infringes any patent, trademark, trade secret, copyright,right of publicity or other right of any person or entity; (ii) is unlawful,threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent,invasive of another's privacy, tortious, obscene, offensive, or profane; (iii)constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv)involves commercial activities and/or sales, such as contests, sweepstakes,barter, advertising, or pyramid schemes without Baseline's prior writtenconsent; (v) impersonates any person or entity, including any employee orrepresentative of Baseline; (vi) interferes with or attempts to interfere withthe proper functioning of Baseline Properties or uses Baseline Properties inany way not expressly permitted by this Agreement; or (vii) attempts to engagein or engage in, any potentially harmful acts that are directed againstBaseline Vision Ltd. Properties, including but not limited to violating orattempting to violate any security features of Baseline Properties, usingmanual or automated software or other means to access, "scrape,""crawl" or "spider" any pages contained in BaselineProperties, introducing viruses, worms, or similar harmful code into BaselineProperties, or interfering or attempting to interfere with use of BaselineProperties by any other user, host or network, including by means ofoverloading, "flooding," "spamming," "mailbombing," or "crashing" Baseline Properties.

a.

User Responsibility. You are solelyresponsible for your interactions with other registered users and any otherparties with whom you interact; provided, however, that Baseline reserves theright, but has no obligation, to intercede in such disputes. You agree thatBaseline will not be responsible for any liability incurred as the result ofsuch interactions.

a.

You agree to indemnify and hold BaselineVision Ltd., its parents, subsidiaries, affiliates, officers, employees,agents, partners, suppliers, and licensors (each, a "Baseline Party"and collectively, the "Baseline Parties") harmless from any losses,costs, liabilities and expenses (including reasonable attorneys' fees) relatingto or arising out of any and all of the following: (a) your use of, orinability to use, any Baseline Property; (b) your violation of the Agreement;(c) your violation of any rights of another party, including any registered users;or (d) your violation of any applicable laws, rules or regulations. Baseline reservesthe right, at its own cost, to assume the exclusive defense and control of anymatter otherwise subject to indemnification by you, in which event you willfully cooperate with Baseline in asserting any available defenses. Thisprovision does not require you to indemnify any of the Baseline Parties for anyunconscionable commercial practice by such party or for such party's fraud,deception, false promise, misrepresentation or concealment, or suppression oromission of any material fact in connection with the Website or any Servicesprovided hereunder.

a.

You expressly understand and agree that tothe extent permitted by applicable law, your use of Baseline properties is atyour sole risk, and Baseline properties are provided on an "as is"and "as available" basis, with all potential faults. Baseline partiesexpressly disclaim all warranties, representations, and conditions of any kind,whether express or implied, including, but not limited to, the impliedwarranties or conditions of merchantability, fitness for a particular purpose andnon-infringement arising from use of the website.

b.

Baseline Parties make no warranty,representation or condition that: (1) Baseline Properties will meet yourrequirements; (2) your use of Baseline Properties will be uninterrupted,timely, secure or error-free; or (3) the results that may be obtained from useof Baseline properties will be accurate or reliable.

c.

Any content downloaded from or otherwiseaccessed through Baseline Properties is accessed at your own risk, and youshall be solely responsible for any damage to your property, including, but notlimited to, your computer system and any device you use to access Baseline Properties,or any other loss that results from accessing such content.

e.

The services may be subject to delays,cancellations and other disruptions. Baseline makes no warranty, representationor condition with respect to services, including but not limited to, thequality, effectiveness, reputation and other characteristics of services.

f.

No advice or information, whether oral orwritten, obtained from Baseline or through Baseline Properties will create anywarranty not expressly made herein.

g.

No liability for conduct of third parties.You acknowledge and agree that Baseline Parties are not liable, and you agreenot to seek to hold BaselineParties liable, for the conduct of third parties,including operators of external sites, and that the risk of injury from suchthird parties rests entirely with you.

h.

No liability for conduct of other users. Youare solely responsible for all of your communications and interactions withother users of Baseline Properties. You understand that Baseline does not makeany attempt to verify the statements of users of BaselineProperties. Baselinemakes no warranty that the goods or services provided by third parties willmeet your requirements or be available on an uninterrupted, secure, orerror-free basis. Baseline makes no warranty regarding the quality of any suchgoods or services, or the accuracy, timeliness, truthfulness, completeness orreliability of any user content obtained through Baseline Properties.

i.

Third-party materials. as a part of Baseline Properties,you may have access to materials that are hosted by another party. you agreethat it is impossible for Baseline to monitor such materials and that youaccess these materials at your own risk.

a.

Disclaimer of certain damages. You understandand agree that, to the fullest extent provided by law, in no event shallBaseline Parties be liable for any loss of profits, revenue or data, indirect,incidental, special, or consequential damages, or damages or costs due to lossof production or use, business interruption, or procurement of substitute goodsor services, in each case whether or not Baseline has been advised of thepossibility of such damages, arising out of or in connection with the agreementor any communications, interactions or meetings with other users of Baseline Properties,on any theory of liability, resulting from: (a) the use or inability to useBaseline Properties; (b) the cost of procurement of substitute goods orservices resulting from any goods, data, information or services purchased orobtained; or messages received for transactions entered into through BaselineProperties;(c) unauthorized access to or alteration of your transmissions or data; (d)statements or conduct of any third party on Baseline Properties; or (e) anyother matter related to Baseline Properties, whether based on warranty,copyright, contract, tort (including negligence), product liability or anyother legal theory. The foregoing limitation of liability shall not apply toliability of a Baseline for (i) death or personal injury caused by a BaselineVision Ltd. party's negligence; or for (ii) any injury caused by a BaselineVision Ltd. party's fraud or fraudulent misrepresentation.

b.

Cap on liability. To the fullest extentprovided by law, Baseline Parties will not be liable to you for more than thegreater of (a) $100; or (b) the remedy or penalty imposed by the statute underwhich such claim arises. The foregoing cap on liability shall not apply toliability of a Baseline Party for (i) death or personal injury caused by aBaseline Party's negligence; or for (ii) any injury caused by a Baseline Party'sfraud or fraudulent misrepresentation.

c.

Exclusion of damages. certain jurisdictionsdo not allow the exclusion or limitation of certain damages. if these lawsapply to you, some or all of the above exclusions or limitations may not applyto you, and you might have additional rights.

d.

Basis of the bargain. The limitations ofdamages set forth above are fundamental elements of the basis of the bargainbetween Baselineand you.

It is Baseline's policy toterminate membership privileges of any registered user who repeatedly infringescopyright upon prompt notification to Baseline by the copyright owner or thecopyright owner's legal agent. Without limiting the foregoing, if you believethat your work has been copied and posted on Baseline Properties in a way thatconstitutes copyright infringement, please provide our Copyright Agent with thefollowing information:

a.

An electronic or physical signature of theperson authorized to act on behalf of the owner of the copyright interest;

b.

A description of the copyrighted work that you claim has been infringed;

c.

A detailed description of the infringementitself, including the ways in which the infringement was made

d.

A description of the location on BaselineVision Ltd. Properties of the material that you claim is infringing;

e.

Your address, telephone number and e-mail address;

f.

A written statement by you that you have agood faith belief that the disputed use is not authorized by the copyrightowner, its agent or the law; and A statement by you, made under penalty ofperjury, that the above information in your notice is accurate and that you arethe copyright owner or authorized to act on the copyright owner's behalf.Contact information for Baseline's Copyright Agent for notice of claims ofcopyright infringement is as follows: info@baselinevision.com.

a.

The Agreement commences on the date when youaccept them (as described in the preamble above) and remain in full force andeffect while you use Properties, unless terminated earlier in accordance withthe Agreement.

b.

Prior Use. Notwithstanding the foregoing, youhereby acknowledge and agree that the Agreement commenced on the earlier tooccur of (a) the date you first used Baseline Properties or (b) the date youaccepted the Agreement, and will remain in full force and effect while you useany Baseline Properties, unless earlier terminated in accordance with theAgreement.

c.

Termination of Services by Baseline. If youhave materially breached any provision of the Agreement or if Baseline isrequired to do so by law (e.g., where the provision of the Website, theApplication, or the Services is, or becomes, unlawful), Baseline has the rightto, immediately and without notice, suspend or terminate any Services providedto you. You agree that all terminations for cause shall be made in BaselineVision Ltd.'s sole discretion and that Baseline shall not be liable to you orany third party for any termination of your Account.

d.

Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of all related information and your right to use such Service will automatically terminate immediately. Baseline Vision Ltd. will not have any liability whatsoever to you for any suspension or termination. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

e.

No Subsequent Registration. If your registration(s) with, or ability to access, Baseline Vision Ltd. Properties or any other Baseline Vision Ltd. community, is discontinued by Baseline Vision Ltd. due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Baseline Vision Ltd. Properties or any Baseline Vision Ltd. community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Baseline Vision Ltd. Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Baseline Vision Ltd. reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

Baseline Properties can beaccessed from countries around the world and may contain references to Servicesthat are not available in your country. These references do not imply thatBaseline intends to announce such Services in your country. Baseline Propertiesare controlled and offered by Baseline from its facilities in Israel. Baselinemakes no representations that Baseline Properties are appropriate or availablefor use in other locations. Those who access or use Baseline Properties fromother countries do so at their own volition and are responsible for compliancewith local law.

Baseline Properties maycontain links to third-party websites ("Third-Party Websites"),applications ("Third-Party Applications") and advertisements forthird parties ("Third-Party Ads"). When you click on a link to aThird-Party Website, Third-Party Application or Third-Party Ad, we will notwarn you that you have left Baseline Properties and are subject to the termsand conditions (including privacy policies) of another website or destination.Such Third-Party Websites, Third-Party Applications and Third-Party Ads are notunder the control of Baseline. Baseline provides these Third-Party Websites,Third- Party Applications and Third Party Ads only as a convenience and doesnot review, approve, monitor, endorse, warrant, or make any representationswith respect to Third-Party Websites, Third-Party Applications or Third-PartyAds, or any product or service provided in connection therewith. You use alllinks in Third-Party Websites, Third-Party Applications and Third-Party Ads atyour own risk. When you leave our Website, this Agreement and our policies nolonger govern. You should review applicable terms and policies, includingprivacy and data gathering practices, of any Third-Party Websites, Third-PartyApplications, or Third-Party Ads, and make whatever investigation you feelnecessary or appropriate before proceeding with any transaction with any thirdparty.

a.

Electronic Communications. The communicationsbetween you and Baseline may take place via electronic means, whether you visitBaseline Properties or send Baseline e-mails, or whether Baseline posts noticeson Baseline Properties or communicates with you via e-mail. For contractualpurposes, you (a) consent to receive communications from Baseline in anelectronic form; and (b) agree that all terms and conditions, agreements,notices, disclosures, and other communications may be sent to you by Baseline,and to the extent agreed to by you shall be deemed as legally binding.

b.

You hereby release Baseline Parties and theirsuccessors from claims, demands, any and all losses, damages, rights, andactions of any kind, including personal injuries, death, and property damage,that is either directly or indirectly related to or arises from your use ofBaseline Properties, including but not limited to, any interactions with orconduct of other Users or third-party websites of any kind arising inconnection with or as a result of the Agreement or your use of BaselineProperties. If you are a California resident, you hereby waive California CivilCode Section 1542, which states, "A general release does not extend toclaims that the creditor or releasing party does not know or suspect to existin his or her favor at the time of executing the release and that, if known byhim or her, would have materially affected his or her settlement with thedebtor or released party." The foregoing release does not apply to anyclaims, demands, or any losses, damages, rights and actions of any kind, includingpersonal injuries, death or property damage for any unconscionable commercialpractice by a Baseline Party or for such party's fraud, deception, false,promise, misrepresentation or concealment, suppression or omission of anymaterial fact in connection with the Website or any Services providedhereunder.

c.

The Agreement, and your rights and obligationshereunder, may not be assigned, subcontracted, delegated or otherwisetransferred by you without Baseline's prior written consent, and any attemptedassignment, subcontract, delegation, or transfer in violation of the foregoingwill be null and void

d.

Force Majeure. Baseline shall not be liablefor any delay or failure to perform resulting from causes outside itsreasonable control, including, but not limited to, acts of God, war, epidemics,pandemics, terrorism, riots, embargos, acts of civil or military authorities,fire, floods, accidents, strikes or shortages of transportation facilities,fuel, energy, labor or materials.

e.

Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Baseline Vision Ltd. Properties, please contact us at: support@baselinevision.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

f.

Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Baseline Vision Ltd. agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the competent courts located in the Tel Aviv, Israel.

g.

Governing Law. The terms and any action related thereto will be governed and interpreted by and under the laws of state of Israel, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations convention on contracts for the international sale of goods does not apply to the agreement.

h.

Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.

i.

Where Baseline Vision Ltd. requires that you provide an email address, you are responsible for providing Baseline Vision Ltd.with your most current email address. In the event that the last email address you provided to Baseline Vision Ltd. is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Baseline Vision Ltd.'s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Baseline Vision Ltd. at the following address: info@baselinevision.com. Such notice shall be deemed given when received by Baseline Vision Ltd. by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

j.

Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

k.

If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

l.

Export Control. You may not use, export, import, or transfer Baseline Vision Ltd. Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Baseline Vision Ltd. Properties, and any other applicable laws. In particular, but without limitation, Baseline Vision Ltd. Properties may not be exported or re¬exported (a) into any United States embargoed country, or (b) to anyone in the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using Baseline Vision Ltd. Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Baseline Vision Ltd. Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Baseline Vision Ltd. are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Baseline Vision Ltd. products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

n.

Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.