TicTacTi Terms Of Service

TERMS OF SERVICE

THIS IS A LEGAL DOCUMENT. READ IT CAREFULLY BEFORE COMPLETING THE REGISTRATION PROCESS AND USING ANY SERVICES OFFERRED BY TICTACTI LTD. BY COMPLETING THE REGISTRATION PROCESS, YOU WILL BE CONFIRMING ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH HEREIN AND AGREEING TO BECOME BOUND THEREBY, THUS TURNING THIS INTO A LEGALLY BINDING AGREEMENT BETWEEN TICTACTI LTD. AND YOURSELF. IF YOU DO NOT WISH TO DO SO, DO NOT COMPLETE THE REGISTRATION PROCESS.

TTT offers an In-Video Advertising System that enables users thereof to upload, manage and monetize advertisements and other content to which the users of the video content shall be exposed (the "TTT System" or the "System"), which System is then used by entities such as publishers, advertisers and media providers (the "TTT Service").

TTT HAS NO CONTROL OVER OR RESPONSIBILITY WITH RESPECT TO THE VIDEO CONTENT AND ADVERTISEMENTS THEMSELVES. TTT BEARS NO RESPONSIBILITY WITH RESPECT TO USE OF THE TTT SYSTEM AND/OR TTT SERVICE VIS-À-VIS THE TARGET USERS EXPOSED TO THE VIDEO CONTENT AND ADVERTISEMENTS (THE "USERS").

This agreement (this "Agreement") governs the terms and conditions of engagement between TicTacTi Ltd. ("TTT") and yourself ("You") in connection with the TTT System and TTT Service.

• THE TTT SERVICE. Following completion of the registration process, TTT shall provide You with the TTT Service as it is available from time to time. You may use the TTT System and TTT Service subject to and in accordance with the terms and conditions set forth in this Agreement and/or otherwise in TTT's internet website (the "TTT Website") or in the TTT System itself, and at all times subject to and in accordance with the provisions of all applicable laws and regulations, specifically any and all laws and regulations regarding privacy rights of the Users and other third parties. Specifically, with respect to any internet website on which content or advertisements shall be distributed by You using the TTT System, you are responsible to ensure that the terms of use of such website(s) as binding on the Users fully authorize and allow use of the TTT System and TTT Service.
• LICENSE AND RIGHTS GRANTED. You are hereby granted a limited, personal, non-transferable, and non-exclusive right to use the TTT System and TTT Service subject to and in accordance with terms and conditions set forth herein. Such license and right are personal, may not be assigned by You to any other person or entity, and are contingent on Your ongoing full compliance with all terms and conditions set forth herein.
• RIGHT OF USE OF CONSENT AND ADVERTISEMENTS. At all times during the term of this Agreement, You are responsible, to the absolute exclusion of TTT, to ensure that all content and advertisements which may be distributed by use of the TTT System and TTT Service may be used with no restrictions (excepts such restrictions fully complied with) and with no violation of any and all laws or regulations, especially any and all regarding proprietary rights or privacy rights of the Users and other third parties.
• USER INFORMATION. As part of the TTT Service, TTT may collect from Users personally identifying information. It is Your sole and absolute responsibility to ensure that the terms and conditions under which the Users have access to any content and advertisements or are otherwise exposed to the TTT System allow any and all such actions, and do not unlawfully violate any rights of such Users
• CONSIDERATION. In consideration for use by You of the TTT System and TTT Service, TTT shall be entitled to such fees and consideration and under such terms of payment as set forth in the TTT Website in connection with the account opened by you during the registration process. All fees due to TTT must be paid within thirty (30) days after the date of each invoice. TTT's obligations hereunder are conditioned upon Your fulfillment of all payment obligations to TTT.
• TERM AND TERMINATION. This Agreement shall be in effect for an indefinite period of time until terminated by either party upon a 30-day prior notice to the other party. Further, either party terminate this Agreement by notice to the other party taking immediate effect (i) upon the occurrence of a breach of any of the terms and conditions of this Agreement if such breach is not cured within 5 (five) business days after written notice is received by the breaching party identifying the matter constituting the breach, or (ii) if the other party is adjudicated bankrupt, is insolvent, is the subject of a voluntary or involuntary petition in bankruptcy or makes an assignment for the benefit of its creditors pursuant to any bankruptcy law. Further, TTT may terminate or suspend this Agreement by notice to You taking immediate effect if it shall be of the opinion or belief that use of the TTT System and/or TTT System violates any law or regulation or infringes upon any right of any third party, and you shall have no claims against TTT in connection with any such action by TTT even if eventually no such violation or infringement is found to have occurred. You confirm that under the terms applying to your engagement with it, TTT is allowed to take such action, at its discretion. Upon termination of this Agreement, You shall immediately cease any and all use of the TTT System and TTT Service for any and all purposes.
• PROPRIETARY RIGHTS; RIGHTS GRANTED TO TTT. TTT retain all tile, rights and interests in the TTT System and any and all products, technologies, and deliverables which may be made available by it as part of its engagement with You, as well as in all trade names, trademarks, service marks, brand names, logos and the like content of and/or used by TTT. By engagement in this Agreement, TTT does not acquire, nor does it intend to acquire any rights in any content and/or advertisements used by You, and as between TTT and Yourself, You alone shall be responsible for all such content and/or advertisements. By entering into this Agreement, You hereby grant TTT a royalty-free license and right to make all uses of the content and advertisements as may be required for purposes of or otherwise in connection with use by You of the TTT System and TTT Service.
• LICENSE RESTRICTIONS. Without derogating from any other provisions set forth in this Agreement, You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the TTT Service in any way; (ii) modify or make derivative works based upon the TTT Service; (iii) reverse engineer, decompile, modify, translate, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon Your access to or usage of the TTT Service; (iv) rent, lease or otherwise transfer rights to any aspect of the TTT Service; or (v) take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the TTT Service.
• DISCLAIMERS. YOU EXPRESSLY AGREE THAT USE OF THE TTT SYSTEM AND/OR OF THE TTT SERVICE IS AT YOUR OWN RISK. NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING - EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE - INCLUDING BUT NOT LIMITED TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF THE TTT SYSTEM AND/OR THE TTT SERVICE IS GIVEN OR ASSUMED BY TTT. ALL SUCH WARRANTIES, REPRESENTATIONSM CONDITIONS AND UNDERTAKINGS ARE HEREBY EXCLUDED. TTT MAKES NO WARRANTY THAT THE TTT SYSTEM AND/OR TTT SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT ANY CONTENT, INFORMTAION OR DATA RECEIVED ON OR THROUGH THE TTT SYSTEM WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES. TTT MAKES NO REPRESENTATIONS AS TO THE SUITABILITY OF THE INFORMATION DELIVERED OR RECEIVED ON OR THROUGH THE TTT SYSTEM FOR ANY PURPOSE NOR ABOUT ITS LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURENTNESS. TTT DOES NOT WARRANT OR GUARANTEE THAT THE INFORMATION RECEIVED ON OR THROUGH THE TTT SYSTEM WILL NOT CONTAIN MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE OR INAPPROPRIATE..
• LIMITATIONS AND EXCLUSIONS OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL TTT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF TTT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. UNDER NO CIRCUMSTANCES WILL TTT BE LIABLE FOR DAMAGES IN EXCESS OF AN AMOUNT EQUAL TO TTT'S ACTUAL CONSIDERATION DURING THE PERIOD OF 6 (SIX) MONTHS PREECEDING THE EVENT GIVIGN RISE TO THE CLAIM AGAINST TTT. IN NO EVENT WILL TTT BE LIABLE TO ANY USER OR OTHER PARTY AFFECTED BY THE TTT SERVICE FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF TTT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, THE ABOVE EXCLUSIONS OF DAMAGES < >MAY NOT FULLY APPLY; IN SUCH CASE, THE MAXIMUM LIABILITY OF TTT SHALL BE U.S$1 (ONE U.S. DOLLAR).
• CONFIDENTIALITY. Each party agrees not to disclose the other party's Confidential Information without their prior written consent. " Confidential Information" includes, without limitation: (i) all intellectual property, including, without limitation, all software, technology, programming, technical specifications, materials, guidelines and documentation relating to each party's service; (ii) any rates, financial information (including pricing), business information, including, without limitation, operations, planning, marketing interests, products and any other reporting information; and (iii) any other information designated in writing as "Confidential" or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary given its nature or the circumstances under which it was disclosed. It does not include information that has become publicly known through no breach by You or TTT of these confidentiality obligations, or information that has been (a) independently developed without access to Confidential Information, as evidenced in writing; (b) rightfully received from a third party without a breach of confidentiality by such third party; or (c) required to be disclosed by law or by a governmental authority.
• MISCELLANEOUS. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. TTT shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond TTT's reasonable control. If any provision of this Agreement is found to be  unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by You except with TTT's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to the conflict of laws provisions thereof, and the competent courts of Tel Aviv, Israel shall have the sole and exclusive jurisdiction over any disputes between TTT and Yourself in connection with the parties' engagement in this Agreement and their relations hereunder. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind TTT in any respect whatsoever.
• SITE CRITERIA Potential publishers should meet or exceed the following criteria:(a)Your site should be visually appealing and presented in a professional manner (b)Your site should not contain any adult material, including but not limited to; pornography, sexually explicit language or images, suggestive or provocative photos of any kind (even fully clothed), decidedly adult themes or subject matter or adult language (c)Your site should not contain any downloads of unlicensed materials, links to downloads of or otherwise promote the distribution of unlicensed materials such as movies, music, books etc… This includes torrent trackers, links to torrent sites or links to warez sites (d) your site should reside at a top level domain name that you own or control. Be prepared to provide proof of ownership. Sites hosted with Yahoo!, Blogspot, Geocities and the like will not be accepted (e) your site should contain original content. Sites that have been copied and/or ripped from other sources will not be considered for membership
• PUBLICITY. You agree to (a) permit TTT's issuance of a press release announcing entry into the Agreement; (b) permit TTT to utilize Your trade name and trademarks in marketing materials and on the TTT Website, subject to established usage restrictions and policies; and (c) permit TTT to identify You as a customer.
• ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all previous agreements between TTT and You concerning the subject matter hereof. No party hereto has relied on any statement, representation or promise of any party or representative thereof in executing this Agreement except as expressly stated therein.
• Modification of Terms. TTT shall have the right to modify the terms of this Agreement at any time, which modification shall be effective thirty (30) days following TTT's posting of such change on the TTT Website. We recommend that You check the TTT Website regularly for any such changes. Your ongoing use of the TTT Service following such posting or the passage of thirty (30) days from the time of such posting shall be deemed to constitute Your acceptance of such modification.

Copyright 2007, TicTacTi Ltd.
All rights reserved.
December 2007