Terms of Service

1. Agreement to these Terms

Welcome to Middle Block. These Terms of Service ("Terms") form a legally binding agreement between you ("you" or "User") and MiddleBlock Ltd ("Middle Block," "we," "us," or "our"), an Israeli company located at:

Shtulim 59, Tel Aviv, Israel 6762559
VAT Number: 516645199
Email: business@middleblock.com

By accessing or using any of our Services (defined in Section 2), you agree to be bound by these Terms. If you do not agree, you must not use our Services.

These Terms apply to all users of our Services — including visitors to our website, content providers using our platforms, publishers receiving content through our network, and any other users.

We may update these Terms from time to time. The "Last updated" date at the top of this page reflects the most recent version. For material changes, we may notify you via email (if you're an account holder) or through a notice on our Services. Your continued use of the Services after changes are posted constitutes acceptance.

We recommend you save or print a copy of these Terms for your records.

2. Our Services

These Terms govern your use of all services operated by MiddleBlock Ltd, including:

• The marketing website at https://www.middleblock.com — public-facing information, contact forms, newsletter
• The Reporting Dashboard at https://reporting.middleblock.com — analytics platform for content providers
• The Video Management System (VMS) at https://cp.fos.middleblock.com — content upload, metadata management, distribution
• The Marketplace (planned) — on-demand video clip sourcing
• Any other subdomains, applications, APIs, or services operated by MiddleBlock Ltd

Throughout these Terms, "Services" refers to all of these platforms collectively. Some Services are accessible to the public; others require account registration.

What Middle Block does

MiddleBlock Ltd operates a video syndication network connecting content providers (media companies, publishers, and individual creators) to publishers and online video platforms (OVPs) worldwide. Our services include content distribution through MRSS feeds and APIs, video management and metadata enrichment, monthly analytics reporting, and automated video generation from RSS feeds.

Service availability

The Services are not tailored to comply with industry-specific regulations (such as HIPAA for healthcare or FISMA for federal information). If your use case requires such compliance, you may not use the Services. You may not use the Services in violation of the Gramm-Leach-Bliley Act or any other applicable financial regulation.

The Services are intended for users in jurisdictions where their use is lawful. If you access the Services from a jurisdiction where they are restricted, you do so at your own risk and are solely responsible for compliance with local laws.

3. Eligibility and account registration

Eligibility

You must be at least 18 years old to use our Services. By using the Services, you represent that:

• You are 18 years of age or older
• You have the legal capacity to enter into these Terms
• You will comply with all applicable laws and regulations
• The information you provide is true, complete, and accurate

We may refuse service to anyone for any reason permitted by law.

Account registration (for product platforms)

The marketing website does not require an account. However, our product platforms (Reporting Dashboard, VMS, future Marketplace) require account registration.

When creating an account, you agree to:

• Provide accurate, complete, and current information
• Promptly update your information if it changes
• Keep your account credentials confidential
• Notify us immediately at business@middleblock.com of any unauthorized access
• Not share your account with others or create accounts using false information
• Not impersonate any person or entity

You are responsible for all activity occurring under your account. We are not liable for losses resulting from unauthorized use of your account if you fail to safeguard your credentials.

We may suspend or terminate accounts that violate these Terms (see Section 9).

4. Acceptable use

When using our Services, you agree NOT to:

General prohibitions

• Use the Services for any illegal, harmful, or unauthorized purpose
• Violate any applicable law, regulation, or third-party rights
• Interfere with or disrupt the Services or servers/networks connected to them
• Attempt to gain unauthorized access to any part of the Services or other users' accounts
• Bypass any security measures or access restrictions
• Use automated tools (bots, scrapers, crawlers) to access the Services without our written permission
• Reverse-engineer, decompile, or disassemble any software or APIs
• Copy, adapt, or modify our software or codebase
• Compete with us by using the Services or Content for competing services

Content-related prohibitions

You may not submit, upload, or distribute through our Services any content that:

• Infringes copyrights, trademarks, or other intellectual property rights of third parties
• Violates privacy or publicity rights of any person
• Is defamatory, libelous, harassing, threatening, or abusive
• Is obscene, sexually explicit, or harmful to minors
• Promotes violence, hate, or discrimination
• Contains malicious code (viruses, trojans, etc.)
• Contains false, misleading, or deceptive information
• Constitutes unsolicited advertising, spam, or chain letters

Communication prohibitions

You may not:

• Harass, threaten, or abuse our employees, agents, or other users
• Submit false reports of abuse or misconduct
• Attempt to learn other users' account credentials
• Send unsolicited messages or marketing communications through our Services

Platform integrity

You may not:

• Sell, transfer, or sublicense your account
• Create accounts using false names or under false pretenses
• Attempt to manipulate analytics, reporting, or revenue calculations
• Submit false metadata, fraudulent content, or misleading attributions

We reserve the right to investigate violations and take appropriate action, including account suspension, content removal, and legal action.

5. Intellectual property rights

Our intellectual property

All content, software, designs, code, graphics, text, logos, trademarks, and other materials that comprise our Services (collectively, "Middle Block Content") are owned by MiddleBlock Ltd or our licensors and protected by Israeli and international intellectual property laws.

The "Middle Block" name, logo, and brand are trademarks of MiddleBlock Ltd.

Your limited license to use the Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Services for their intended purpose
• View and download content displayed on the Services for your internal business use

You may NOT, without our express written permission:

• Copy, reproduce, modify, or distribute Middle Block Content
• Use Middle Block Content for any commercial purpose other than as expressly permitted
• Remove copyright or proprietary notices from any Content
• Aggregate, frame, or scrape Content from the Services

To request additional usage rights, contact business@middleblock.com.

Third-party trademarks

Logos, names, and trademarks of our partners and third parties displayed on the Services belong to their respective owners and are used for descriptive purposes only.

Copyright infringement (DMCA-style notice)

We respect the intellectual property rights of others. If you believe content on our Services infringes your copyright, contact us at business@middleblock.com with:

• A description of the copyrighted work
• The location of the alleged infringing material
• Your contact information
• A statement of good faith belief that the use is not authorized
• A statement, under penalty of perjury, that the information is accurate

We will investigate and may remove infringing content. False claims may result in legal liability.

6. Content provider terms (VMS uploads)

This section applies specifically to content providers who upload videos and metadata to the Video Management System (VMS) or otherwise contribute video content to the Middle Block network.

Your ownership of uploaded content

You retain full ownership of all videos and content you upload to the Services. Middle Block does NOT claim ownership of your video content. You retain all copyrights, trademarks, and other intellectual property rights.

License you grant to Middle Block

By uploading content to our Services, you grant Middle Block a limited, non-exclusive, worldwide, royalty-free license to:

• Distribute your content through our syndication network to publisher partners
• Process your content (transcoding, MRSS feed generation, metadata enrichment, video generation pipelines)
• Display your content on the Services for management and review purposes
• Cache and store your content on our infrastructure and via service providers (Vercel, Supabase, etc.)
• Promote the existence of your content within the network (e.g., for matching with publishers)

This license is limited in scope to the operation of the syndication network. We do NOT have rights to:

• Sell your content to third parties outside the network
• Claim authorship or repurpose your content for our own marketing
• Sublicense your content beyond what's needed for syndication

The license terminates when you delete your content from the VMS or when your account is terminated, subject to backup retention periods (see Privacy Policy).

Your representations regarding uploaded content

By uploading content, you represent and warrant that:

1. You own or have proper rights to the content (and any third-party material it contains, including music, footage, voices, or images)
2. You have all necessary releases and permissions from people appearing in the content
3. The content does not infringe copyrights, trademarks, privacy rights, publicity rights, or other rights of any third party
4. The content is brand-safe — does not contain hate speech, illegal content, sexually explicit material, or content harmful to minors
5. The content is accurate in its metadata, attribution, and descriptions
6. You have not violated any contractual obligations to third parties by uploading the content to Middle Block

You are solely responsible for the content you upload. Middle Block does not pre-screen content but reserves the right to remove content that violates these Terms or applicable law.

Brand safety and quality standards

Middle Block operates a curated network. We may decline to distribute content that:

• Does not meet our quality standards
• Is not aligned with publisher partners' content guidelines
• Violates brand safety standards
• Has unclear or disputed rights

We may notify you of declined content and request resolution.

Indemnification (uploaded content)

You agree to defend and indemnify Middle Block against any claims arising from content you upload, including infringement claims, privacy claims, or claims related to content rights (see Section 13 for full indemnification terms).

7. Creator payouts and payments

This section describes how Middle Block compensates content providers for content that earns revenue through the syndication network.

Payment terms

• Currency: All payments are made in USD unless otherwise specified in a separate written agreement.
• Payment schedule: Payouts are processed quarterly, based on accumulated earnings tracked in the Reporting Dashboard.
• Minimum threshold: Payouts are subject to a minimum threshold (specified in your partnership agreement). Earnings below the threshold roll over to the next quarter.
• Payment methods: We support bank transfer and PayPal. You select your preferred method during onboarding.

Earnings calculation

Earnings are calculated based on:

• Verified impressions and views across the network
• Applicable CPM rates for your content category
• Any partnership-specific terms in your written agreement
• Less any agreed-upon revenue share or platform fees

The Reporting Dashboard shows monthly performance and accrued earnings summaries. Final earnings for a quarter are determined at the end of the quarter and reconciled with publisher partners.

Payment processing

• Middle Block processes payouts directly through banking partners or PayPal — we do NOT use third-party payment processors for outbound payments.
• Bank account or PayPal information you provide is stored securely and used solely for payouts (see Privacy Policy).
• You are responsible for the accuracy of your payment information.
• You are responsible for any taxes owed on your earnings under applicable laws.

Disputed earnings

If you dispute the earnings calculation:

• Contact business@middleblock.com with details within 30 days of the relevant quarter's payout
• We will investigate and respond within 30 days
• Genuine errors will be corrected in the next payout cycle
• After 30 days, payouts are considered final

No customer payments to Middle Block

The marketing website (middleblock.com) does NOT collect payments from customers. Product platform access is provided through partnership agreements, and no consumer-facing purchases or subscriptions occur on our Services.

Tax obligations

• You are solely responsible for your own tax obligations on earnings
• Middle Block may issue tax forms (1099, W-8BEN, equivalent) as required by applicable law
• We may withhold taxes where legally required

No refunds

Because the Services do not involve consumer purchases, refund policies do not apply. Partnership-related disputes are governed by your separate partnership agreement and Section 14.

8. Privacy

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, and protect your information.

By using the Services, you agree to the practices described in our Privacy Policy.

Some processing occurs in Israel; some via service providers in the United States, European Union, and other jurisdictions. By using the Services, you consent to such international transfers (subject to applicable safeguards described in the Privacy Policy).

9. Account suspension and termination

Termination by you

You may stop using the Services at any time. If you have an account on a product platform, you may request account deletion by contacting business@middleblock.com.

If you have a newsletter subscription, you may unsubscribe via the link in any newsletter email.

Termination by us

We may suspend or terminate your access to the Services at any time, with or without notice, including for the following reasons:

• Breach of these Terms or applicable law
• Failure to pay applicable fees (where partnership agreements include fees)
• Misuse of the Services
• Risk of harm to other users, the Services, or third parties
• Extended inactivity
• Discontinuation of a service or product
• Any reason permitted by law

We may also reserve the right to terminate without specific cause, subject to applicable consumer protection laws.

Effect of termination

Upon termination:

• Your right to access the Services ceases immediately
• Your account and content may be deleted (subject to backup retention periods described in the Privacy Policy)
• Outstanding earnings, if any, will be paid in the next payout cycle (subject to dispute resolution)
• Provisions of these Terms that by their nature survive termination (e.g., intellectual property, indemnification, limitation of liability) shall survive

Re-registration after termination

If we terminate your account for breach, you may not create new accounts under your name, a fake name, or on behalf of any third party without our written permission.

10. Modifications and interruptions

Changes to the Services

We may modify, update, suspend, or discontinue all or part of the Services at any time, with or without notice. This includes:

• Adding or removing features
• Updating user interfaces
• Changing pricing or partnership terms (subject to your existing agreements)
• Discontinuing services

We are not liable for any modification, suspension, or discontinuation, except as required by law or your written agreements with us.

Service availability

We do not guarantee that the Services will be available at all times. The Services may experience interruptions, delays, errors, or downtime due to:

• Maintenance
• Technical issues
• Hardware or software failures
• Force majeure events
• Third-party service provider issues

We will use commercially reasonable efforts to maintain availability but do not guarantee uptime.

11. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, MIDDLE BLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING: WARRANTIES OF MERCHANTABILITY; WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; WARRANTIES OF NON-INFRINGEMENT; WARRANTIES OF ACCURACY, COMPLETENESS, OR TIMELINESS

We make no warranties about:

• The accuracy, completeness, or timeliness of information on the Services
• The continuous, uninterrupted, or error-free operation of the Services
• The security of any information transmitted through the Services
• That the Services will be free of viruses, malware, or other harmful components
• The performance, earnings, or revenue any content provider may achieve through the network

Information on the Services (including blog posts, statistics, case studies, and projected earnings) is for informational purposes only and should not be relied upon as legal, financial, or professional advice.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MIDDLEBLOCK LTD, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY: INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOST PROFITS, LOST REVENUE, OR LOST OPPORTUNITIES; LOSS OF DATA OR BUSINESS INTERRUPTION; REPUTATIONAL DAMAGE

This applies even if we have been advised of the possibility of such damages.

Liability cap

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID TO YOU BY MIDDLE BLOCK IN THE SIX (6) MONTHS PRECEDING THE CAUSE OF ACTION; OR (B) USD $500 — WHICHEVER IS GREATER.

This limitation applies regardless of the legal theory of the claim (contract, tort, strict liability, etc.).

Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some of the above limitations may not apply, and you may have additional rights.

Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be limited under applicable law

13. Indemnification

You agree to defend, indemnify, and hold harmless MiddleBlock Ltd, its affiliates, officers, employees, agents, and partners, from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your breach of these Terms or our policies
• Content you upload, submit, or distribute through the Services
• Your violation of any third party's rights (including intellectual property, privacy, publicity)
• Your violation of any applicable law or regulation
• Your interactions with other users or partners
• Your tax obligations on earnings

We reserve the right, at your expense, to assume exclusive defense and control of any matter for which you are required to indemnify us. You agree to cooperate with our defense.

14. Governing law and disputes

Governing law

These Terms are governed by the laws of the State of Israel, without regard to conflict of laws principles.

Jurisdiction

Any dispute arising from or related to these Terms or your use of the Services shall be resolved exclusively in the courts of Tel Aviv, Israel.

You and Middle Block both irrevocably consent to the exclusive jurisdiction of these courts.

No class actions

You agree to resolve disputes with us only in your individual capacity, not as part of a class action or representative proceeding.

International users

If you are accessing the Services from outside Israel, you do so on your own initiative and are responsible for compliance with local laws. You consent to the transfer of your information to Israel for processing.

15. Electronic communications

By using the Services, you consent to receive electronic communications from us. This includes:

• Emails (transactional, account-related, newsletters if subscribed)
• Notices posted within the Services
• Communication via account dashboards

You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that they be in writing.

You consent to:

• Electronic signatures
• Electronic contracts and agreements
• Electronic delivery of notices, policies, and records of transactions

You waive any rights to require non-electronic communications under applicable law.

16. Miscellaneous

Entire agreement

These Terms, together with our Privacy Policy and any partnership agreements you've signed with us, constitute the entire agreement between you and Middle Block regarding the Services. They supersede all prior or contemporaneous communications.

No waiver

Our failure to enforce any right or provision of these Terms shall not be considered a waiver of that right or provision.

Severability

If any provision of these Terms is found unlawful, void, or unenforceable, that provision shall be severed, and the remaining provisions shall continue in effect.

Assignment

You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights and obligations to others (e.g., as part of a merger, acquisition, or restructuring).

No partnership

These Terms do not create a joint venture, partnership, employment, or agency relationship between you and Middle Block.

Force majeure

Middle Block is not liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, war, terrorism, civil unrest, government actions, internet outages, or third-party service failures.

Survival

Provisions that by their nature should survive termination shall survive, including:

• Section 5 (Intellectual Property)
• Section 6 (Content Provider Terms)
• Section 7 (Payouts) — for accrued earnings
• Section 11 (Disclaimers)
• Section 12 (Limitation of Liability)
• Section 13 (Indemnification)
• Section 14 (Governing Law)

Notice for California users

If any complaint with us is not satisfactorily resolved, California users can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

17. Contact us

For questions about these Terms or any legal matter:

MiddleBlock Ltd
Shtulim 59
Tel Aviv, Israel 6762559

Email: business@middleblock.com
Website: https://www.middleblock.com
Contact form: https://www.middleblock.com/contact

For accountability:

• Privacy questions: business@middleblock.com (see Privacy Policy)
• Copyright/IP issues: business@middleblock.com (see Section 5)
• Account/billing issues: business@middleblock.com
• General questions: business@middleblock.com or via /contact