October 2, 2010
This document sets the terms and conditions (these "Ts&Cs") for the use of the Services (as defined below). We reserve the right to amend these Ts&Cs from time to time and all such amendments shall apply to our relationship effective immediately upon our notification to you.
1. Acceptance of Terms.
1.1. These Ts&Cs are between us, TaKaDu Ltd. ("TaKaDu" or "we"), and you, the legal entity that will be using the Services or that will be granted access to the Services for any purpose, including for evaluation purposes, testing purposes, presentation purposes, campaign purposes, pre-sale activity or any other purpose ("you" or "End User"). For the purpose of these Ts&Cs, "Reseller" shall mean an entity that is identified by TaKaDu as TaKaDu's authorized reseller.
2. The Services.
2.1. In providing the Services, we obtain and rely on certain information from you, from third parties, and third party software and applications. We cannot guarantee the accuracy or completeness of such data nor can we assume any responsibility for the analytical, historical and statistical information provided to you as part of or by your using or accessing the Services.
2.2. The use of the Services is conditioned upon your providing an Internet connection of sufficient bandwidth and quality, and for meeting such other site requirements as we or our Reseller may specify.
3. Permission to Use the Service.
3.1. You may access and use the Services only for your own use, and only so long as you are in compliance with all provisions of these Ts&Cs and make all payments relating to the Services as and when due.
3.2. You acknowledge that we may, in our sole discretion and at any time or from time to time, change or discontinue providing any part of the Services, and our sole liability in such case shall be to refund any amounts previously paid by you with respect to any portion of the Services that we discontinue.
4. User Conduct.
4.1. In connection with your use of the Services you agree to abide by all applicable local, state, national and international laws and regulations and not, nor allow or facilitate a third party, to violate any rights, data or information of others or the operational or security mechanisms of the Services or to allow third parties to use or to exploit the Services, in any manner whatsoever.
4.2. Without limiting the foregoing, you may not:
4.2.1. use the Services to promote, conduct, or contribute to fraudulent or illegal activities, including without limitation deceptive impersonation;
4.2.2. infringe on intellectual property rights (including, without limitation, copyrights and trademark rights) relating to: (i) the Services, and (ii) third party content or resources;
4.2.3. disrupt, circumvent, self-customize, or interfere with any part of the Service; attempt to circumvent any protection mechanism in the Services, or any part or component thereof;
4.2.4. alter, modify, delete, forge, frame, hyper-link, or otherwise interfere with or in any manner compromise the Services or any content, programming, advertising, services or features contained in or through the Services, including without limitation any data, text, images, sounds, video, content, programming, logos, trademarks, service marks, HTML code, compilation of content, format, design, user interface and software made available through or which appears as part of the Services ("Content");
4.2.5. access or use, or attempt to access or use, any TaKaDu systems, programs or data that you are not authorized to access or use, or bypass or attempt to bypass any registration or User ID authentication processes, or any other security mechanisms, included in or part of the Services;
4.2.6. decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Services;.
4.2.7. copy, distribute, transmit, publicly display, publicly perform, modify, rent, sell, or create derivative works of any portion of the Services or any component or software included within or embedded in the Services;
4.2.8. use the Services in any manner which is in contrary to its intended purpose or which is not specifically authorized by TaKaDu.
5.1. Access to the Services requires registration, and as part of the process you will be requested to provide certain information, including a unique User ID and a password ("Registration Data") provided to you by TaKaDu or TaKaDu's Reseller. You are responsible for providing true, accurate, current and complete Registration Data; promptly updating the Registration Data to keep it accurate, current and complete; preventing access to the Services by any unauthorized person by means of use of your Registration Data.
5.2. You agree that TaKaDu may, in its sole discretion and without notice or liability to you or any third party, immediately suspend or disable your account and deny access to the Services (or any portion thereof) upon loss, theft or unauthorized use of your Registration Data, an intellectual property infringement claim by any third party, or violation of these Ts&Cs.
6. End User Improvements.
6.1. You agree that TaKaDu may, in TaKaDu's sole discretion, use any improvements that you request or propose to the Services, and any feedback or ideas that you provide to TaKaDu in connection with the Services in any way ("Submission"), including without limitation in future modifications of the Services or advertising and promotional materials relating thereto.
6.2. You hereby grant TaKaDu and its successors and Affiliates a perpetual, worldwide, non-exclusive, transferable, non-revocable, sub-licensable, royalty-free and fully paid-up license, without restriction, to use, modify, create derivative works from, reproduce, distribute and display any of your Submissions, without notice to you.
7. Intellectual Property; Trademarks.
7.1. All Content included in or incorporated into the Services or that may be made available to you by TaKaDu from time to time is and remains the sole property of TaKaDu or its vendors or licensors, and is protected by copyrights, trademarks, service marks, patents and other proprietary rights and intellectual proprietary rights and laws.
7.2. TaKaDu makes no claim of ownership as to the trademarks of any vendor listed on the Services, or with respect to any publication mentioned in the Services, including any goodwill that arises from the use of those trademarks.
8. End User Confidential Information.
8.1. We understand that as part of the Services you may disclose certain Confidential Information (as defined below) to us. TaKaDu will take reasonable measures to maintain all of your Confidential Information in confidence and not to disclose any Confidential Information to any third party without your prior consent. For the purpose of this section “Confidential Information” means your technical and non-technical proprietary information disclosed by you to TaKaDu which is designated in writing as "Confidential" or "Proprietary" at the time of disclosure or promptly thereafter. Confidential Information shall not include any information that: (1) was in the public domain prior to the time of disclosure by the you; (2) enters the public domain after disclosure by you to TaKaDu through no action or inaction of TaKaDu; (3) is already in the possession of TaKaDu free of any obligation of confidentiality at the time of disclosure by you; (4) is obtained by TaKaDu from a third party; (5) is independently developed by TaKaDu without use of or reference to your Confidential Information; or (6) is required by law to be disclosed by TaKaDu, provided that TaKaDu gives you immediate written notice of such requirement prior to such disclosure and shall provide you with reasonable assistance in obtaining an order protecting the information from public disclosure.
9. Disclaimer of all Warranties.
9.1. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE CONTENT AND THE SERVICES, OR YOUR PERFORMANCE, USE OR CONDUCT OF ANY ACTIVITY OR ANY OTHER USE OF THE SERVICES, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES, INCLUDING WITHOUT LIMITATION ANY RESULTING DAMAGES OR COSTS TO TAKADU OR TO ANY OTHER INDIVIDUAL OR ENTITY.
9.2. TAKADU shall not be held liable for any down time or unavailability of the Services due to internet down time, insufficient band width or any errors which are beyond TaKaDu's reasonable control.
9.3. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAKADU, TAKADU'S AFFILIATES, LICENSORS, AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE CONTENT AND THE SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9.4. WITHOUT LIMITING THE FOREGOING, TAKADU MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR, BUG OR VIRUS FREE; NOR DOES TAKADU WARRANTS OR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS, THE SERVICES OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE.
10. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL TAKADU BE LIABLE, UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REPUTATION, GOODWILL, USE, DATA OR OTHER INTANGIBLE. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL TAKADU BE LIABLE FOR ANY DAMAGES (I) ARISING OUT OF THE USE OR THE INABILITY TO USE OR THE AVAILABILITY OR PERFORMANCE OF THE SERVICES , OR (II) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE(S), OR (III) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE(S) RESULTING FROM USER ID SUSPENSION, TERMINATION, SHUT DOWN, LIMITATIONS OR ANY OTHER OPERATION DECIDED SOLELY BY TAKADU IN CONNECTION WITH SUCH USER ID, OR (IV) RESULTING FROM ANY INACCURACIES OR ERRORS OF INFORMATION RECEIVED AS A RESULT OF USING THE SERVICES, OR (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON USING THE SERVICES; IN EACH CASE, EVEN IF TAKADU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event this limitation of liability shall be for any reason held unenforceable or inapplicable, You agree that TaKaDu's aggregate liability shall not exceed the amount Paid by you for the services during the SIX-month period prior to the event giving rise to such liabIlity.
11. Amendments TaKaDu may change these Ts&Cs or the Services at any time(s), in TaKaDu's sole discretion after posting a notice in the Services. It is the End User's responsibility to periodically check these Ts&Cs for any changes.
12. Governing Law. These Ts&Cs will be governed by Israeli law without regard to its choice of law or conflicts of law principles. The parties hereby consent to the exclusive jurisdiction and venue of the courts in Tel Aviv, Israel except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court.
13. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services and these Ts&Cs or any related matter must be filed within one year after such claim or cause of action arose or be forever barred.
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