GENERAL TERMS OF USE FOR AUDIO CONTENT SERVICE – WEBSITE BUILDERS

These General Terms of Use (these “Terms of Use” or this “Agreement”) is made by and between TIM Adtech Ltd. d/b/a/ TRINITY (“TRINITY“) and the user (“You” or “User”) of TRINITY’s Services, as defined hereunder, that include the Streaming Feature, as defined hereunder. This Agreement supersedes any other agreement between Trinity and You.

All capitalized terms used herein shall have the meaning ascribed to them in Section ‎‎12 to these Terms of Use.

  1. Services
  2. These Terms of Use govern the terms and conditions pursuant to which TRINITY’s services (“TRINITY’s Services”) shall include a feature (the “Streaming Feature”) to be embedded into Websites and Mobile Applications. The Streaming Feature will enable End Users to listen to Texts converted into Speech and streamed via the Streaming Feature following the displaying of an Ad, resulting from End User’s activation of the Streaming Feature. In addition to activating the Streaming Feature via an icon embedded alongside the Text displayed on Websites and Mobile Applications, TRINITY may place links in any website and/or mobile application that will redirect End Users to Websites and/or Mobile Applications displaying the Text and enable such End Users to access the Speech via the Streaming Feature.
  3. TRINITY will provide the Service solely in the geos and domains agreed upon in writing between the parties. TRINITY reserves the right (but is not required or obligated) to withhold or refuse rendering TRINITY’s Services on any Website or Mobile Application in case User uses TRINITY’s Services not in accordance with the terms of these Terms of Use.
  4. User Fraud
  5. User shall not engage in any deceptive or fraudulent activity as determined by TRINITY, including, but not limited to, adding leads, clicks or impressions or inflate leads, clicks or impressions by fraudulent traffic generation such as bot/non-human traffic, stacked/hidden iframes, ad injection, impression laundering, clicks without referring URLs or not generated by End Users, extraordinary high number of repeat clicks and other forms or mechanisms not approved by TRINITY. Should User allegedly engage in any deceptive or fraudulent activity, TRINITY may immediately revoke any and all right User may have under these Terms of Use, including, without limitation, the right to use TRINITY’s Services, and may immediately terminate User’s account, in addition to any other remedies that may be available to TRINITY under any applicable law. User acknowledges and confirms that the advertisers mediated by TRINITY are very unique and sensitive and thus failure by User to comply with this Section ‎2 may cause TRINITY irreparable damages. User therefore acknowledges the importance of its undertakings under this Section ‎2 and will fully comply with them.
  6. Term and Termination
    1. TRINITY may terminate this Agreement at any time, without cause and for any reason with no notice to User.
  7. Representations and Warranties
    1. User represents and warrants that at all times throughout the Term: (i) it has and will have full authority to enter into this Agreement and to carry out and fully perform its obligations hereunder, and there is no restriction, limitation, or obligation, whether contractual, statutory or otherwise, which prevents it from maintaining its representations and fulfilling its obligations under this Agreement; (ii) it has obtained, maintains and is the holder of all licenses, permits, certificates, and authorizations required by any applicable law, regulation, statutory or governmental authority, for it to lawfully hold and operate its Websites, Mobile Applications and/or services (collectively, “User Services”) and provide, offer, distribute, broadcast, make available to the public, and publicly perform the User Services in accordance with this Agreement; (iii) it complies and shall continue to comply with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to it and to the User Services including, without limitation and where applicable, laws, regulations and directives applicable to the processing of personal data and on the free movement of such data, and the protection of privacy; (iv) its use of TRINITY’s Services is subject to its representation that it is authorized and holds all consents and authorizations required to use TRINITY’s Services and act as User of the Campaigns and that all data regarding end-users gained pursuant to the execution of this Agreement will be used for legal purposes in accordance with these Terms of Use and any applicable laws, regulations, policies and terms of use; (v) it is the sole owner of the Text and/or hold all rights, licenses, consents, and permissions (including from all copyright holders) which are required to allow TRINITY to convert the Text into Speech for the purposes of the provision of TRINITY’s Services, and otherwise to use the Text in the manner contemplated by these Terms of Use, and that it has waived and/or procured the right to waive all moral rights to the Text to be converted into Speech; (vi) it has the full right, authority, permissions, approvals and consents, including from End Users (if applicable), to access, store, collect, analyze, use and process, and allow TRINITY to do the same, personal or personally identifiable data (collectively, “Data”) in connection with the User Services and the Campaign and in accordance with the terms of these Terms of Use; all Data has been and will be legally acquired; the Data, and its accessing, storage, collection, analysis, use and processing by TRINITY, does not and will not infringe any third party’s rights; (vii) User Services (and any content therein, including without limitation, the Text) do not and will not infringe any intellectual property rights, rights of publicity, privacy or data protection rights of any third party and will not contain, promote, include or advertise any information or content (including without limitation any text, sound, data photo or image) and/or product which is and/or which contains the content restrictions set forth in Schedule A (“Prohibited Content”); (viii) it may not authorize a third party to do the foregoing;
    2. User represents and warrants at all times throughout the Term that it is solely responsible for the consequences of handling, posting or publishing the Text and any other content used by it for the purpose of providing User’s Services. User further acknowledges and agrees that TRINITY does not endorse any of the Text or any opinion, recommendation, or advice expressed therein, and TRINITY expressly disclaims any and all liability in connection with the Text.
    3. TRINITY represents and warrants that at all times throughout the Term: (i) it has the full authority to enter into this Agreement and to carry out and fully perform its obligations hereunder, and there is no restriction, limitation, or obligation, whether contractual, statutory or otherwise, which prevents it from maintaining its representations and fulfilling its obligations under this Agreement; (ii) it has obtained, maintains, and is the holder of all licenses, permits, certificates, and authorizations required by any applicable law, regulation, statutory or governmental authority, for it to lawfully operate its Services; (iii) it complies and shall continue to comply with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to it and TRINITY’s Services.
  8. Disclaimers; Limitation of Liabilities
    1. TRINITY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF TRINITY’S SERVICES, CONVERSION OF TEXT INTO SPEECH, THE STREAMING FEATURE OR ANY OTHER OF TRINITY’S SERVICES (OR ANY PART THEREOF). TRINITY’s SERVICES, CONVERSION OF TEXT INTO SPEECH, THE STREAMING FEATURE AND ANY OTHER OF TRINITY’s SERVICES (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA, PRODUCTS, MARKETING MATERIALS, REPORTS AND ANY INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. TRINITY IS NOT RESPONSIBLE FOR THE RESULTS OF USER’S USE OF TRINITY’S SERVICES, THE SPEECH, THE STREAMING FEATURE OR ITS PUBLICATIONS OF CAMPAIGNS INCLUDING FOR ANY SUCCESS OR FAILURE THEREOF. TRINITY DOES NOT WARRANT OR REPRESENT THAT TRINITY’S SERVICES, THE SPEECH, THE STREAMING FEATURE AND/OR ANY OTHER OF TRINITY’S SERVICES UNDER THESE TERMS OF USE WILL BE PROVIDED WITHOUT INTERRUPTIONS OR SHALL BE ERROR FREE. TRINITY DOES NOT ENDORSE ANY ENTITY, PRODUCT, SERVICE, SPEECH OR TRINITY’S SERVICES USED AND/OR TRANSMITTED IN CONNECTION WITH TRINITY’S SERVICES. THE USE OF TRINITY’S SERVICES, THE SPEECH, THE STREAMING FEATURE AND/OR ANY OTHER OF TRINITY’S SERVICES UNDER THESE TERMS OF USE ARE AT USER’S OWN RISK.
    2. TRINITY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUES OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THESE TERMS OF USE. WITHOUT DEROGATING FROM THE FOREGOING, THE AGGREGATE LIABILITY WHICH MAY BE IMPOSED UPON TRINITY UNDER, ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY TRINITY TO USER DURING THE SIX-MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME THAT THE CAUSE OF ACTION AROSE.
  9. Indemnification
    1. Each party shall indemnify and hold harmless the other party, its assignees, agents, employees, officers, directors, shareholders, clients, acquirers and suppliers from and against any claims, actions, demands, losses or damages, including without limitation attorney’s fees, costs related to in-house counsel time, court costs and related witness fees, relating or arising from a party’s breach of any of its representations and warranties under these Terms of Use.
    2. Without limiting the aforesaid indemnification provisions, User hereby agrees to defend TRINITY against any claim, demand, suit or proceeding made or brought against TRINITY by a third-party alleging that any of the Texts and/or TRINITY’s use of User’s Websites and/or Mobile Applications are in violation of these Terms of Use, infringes or misappropriates the intellectual property rights of any third-party or violates applicable law.
  10. Intellectual Property, Restrictions on Use and Maintenance
    1. The Ad, TRINITY’s Services, the Streaming Feature, Speech, the technology utilized by TRINITY to operate TRINITY’s Services (and any part thereof), and copyrightable materials, graphics, text, images, users, leads, specifications, methods, procedures, information, know-how, algorithms, data, inventions, patents and patent applications, technical data, interactive features, source and object code, files, interface and trade secrets of TRINITY’s Services, the Streaming Feature and Speech, and any trademarks, trade names, logos of TRINITY, whether or not registered or capable of being registered (collectively, “TRINITY Assets”), are owned and/or licensed to TRINITY, and are subject to copyright and other applicable intellectual property rights under domestic laws, foreign laws and international conventions. To the extent the rights to any such assets are held by User, User hereby licenses such rights to TRINITY.
    2. Except for the limited license rights expressly granted to User pursuant to these Terms of Use, TRINITY retains all right, title and interest in and to the TRINITY Assets.
    3. TRINITY grants User a personal, worldwide, royalty-free, non-assignable and non-exclusive license solely to use the TRINITY Assets solely as specifically permitted and under the terms set forth in these Terms of Use. User may not copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of the TRINITY Assets, either by itself or by anyone on its behalf, in any way or by any means, unless expressly permitted under these Terms of Use. Further, User may not (i) violate the legal rights of others and/or transmit or otherwise make available in connection with the Ad, TRINITY’s Services, conversion of Text into Speech, the Streaming Feature and any other Services (and any part thereof) any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component including code to monitor users without their prior consent; (ii) interfere with or disrupt the operation of the Ad, conversion of Text into Speech, and/or Streaming Feature; and/or (iii) use the Ad, TRINITY’s Services, the Streaming Feature, and/or Speech in any way or context, that harms the goodwill or reputation of TRINITY.
    4. User hereby grants TRINITY a worldwide, non-exclusive, transferable license (with right to sub-license) to use, reproduce, distribute, prepare derivative works of, display, make available to the public, the Text in connection with the provision of the TRINITY’S Services, including without limitation, for converting the Text into Speech, and streaming the Speech either on User’s Websites and/or Mobile Applications or by placing links in any website and/or mobile application that redirect the Streaming Feature to User’s Websites and/or Mobile Applications. It is hereby agreed that TRINITY may place links in any website and/or mobile application that will redirect End Users to Websites and/or Mobile Applications displaying the Text and enable such End Users to access the Speech via the Streaming Feature.
    5. TRINITY has no obligation to provide upgrades, modifications, or new releases to TRINITY’s Services under these Terms of Use.
  11. Modification of Agreement
    1. TRINITY reserves the right to change any conditions of these Terms of Use at any time, and User shall be responsible for complying with any changes to these Terms of Use. Failure of the User to terminate these Terms of Use will constitute acceptance of the changes to these Terms of Use.
  12. Non-Exclusive; No Publicity
    1. TRINITY’s Services are provided on a non-exclusive basis, and TRINITY shall not be restricted from entering into any other agreements or conducting any business or discussions with any other parties at any time in its sole discretion. User shall not make any public statement related to the Agreement without TRINITY’s consent.
  13. Confidential Information
    1. Each party will treat as confidential all Confidential Information of the other party, will not use such Confidential Information except to exercise its rights and perform its obligations under these Terms of Use herein, and will not disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties will use at least the same degree of care it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information of the other party. Each party will promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information.
    2. Confidential Information excludes information that: (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the receiving party; (ii) was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by evidence in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the disclosing party; or (iv) to the extent such disclosure is required by order or requirement of a court or by applicable law, but only if the receiving party provides prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure, unless prohibited by law from doing so.
    3. The receiving party shall not be prevented from disclosing any or all of the Confidential Information to such of its directors, officers, employees, advisors, agents and consultants (the “Representatives”) who are required to have knowledge thereof for the purposes of carrying out these Terms of Use, provided that each such Representative is bound by obligations of confidentiality to the receiving party no less restrictive than those contained herein and provided that the receiving party shall remain liable for any act or omission by its Representatives that, if done by the receiving party, would be a breach of the terms of these Terms of Use.
  14. MiscellaneousThese Terms of Use (including Schedule A) constitute the entire agreement and understanding of the parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.
    1. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish that party’s rights under this Agreement. A purported waiver or release under this Agreement is not effective unless it is a specific authorized written waiver or release.
    2. Nothing in this Agreement shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between the parties.
    3. By downloading the Streaming Feature and/or using Trinity Services You hereby agree to this Agreement.
    4. Each of the provisions contained in this Agreement shall be construed as independent of every other such provision, so that if any provision of this Agreement shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of this Agreement, all of which other provisions shall remain in full force and effect.
    5. The provisions of User Fraud, Representations and Warranties, User’s Licenses to TRINITY, Disclaimers, Limitation of Liabilities, Indemnification, Intellectual Property, Restrictions on Use and Maintenance, Term and Termination, Confidential Information, and the miscellaneous sections, will survive the termination or expiration of this Agreement.
    6. This Agreement shall be governed by and construed in accordance with laws of the state of Israel, without giving effect to the rules with respect to conflict-of-law. Any dispute arising out of, or relating to this Agreement, its interpretation or performance hereunder shall be resolved exclusively by the competent court of Tel Aviv, Israel and each of the parties hereby submits exclusively and irrevocably to the jurisdiction of such court.
    7. User may not assign this Agreement without the prior consent of TRINITY.
  15. Definitions
    1. “Ad” – images, video, text, sound, graphics, or any other TRINITY content.
    2. “Confidential Information”– all information, analyses, compilations, studies, documents, books, papers, drawings, ideas, concepts, systems, processes, procedures, methods, models, sketches and all embodiments of any of the foregoing (whether communicated orally, in written form or stored in any other media) disclosed by one party to the other party regarding the disclosing party, regardless of whether the information is specifically marked or designated as “confidential” or not including, without limitation, information concerning the disclosing party’s business activities and strategies, financial information, customer and supplier lists, intellectual property, technology, research, marketing information or plans and information regarding the disclosing party’s products and services.
    3. “End User”– a person or entity on whose device an Ad is shown or an installation of advertising code has occurred pursuant to the activation of the Streaming Feature.
    4. “Mobile Applications” – mobile applications which use TRINITY’s Services.
    5. “Speech” – the audio media generated by TRINITY as a result of the conversion of the Text into audible speech as part of the Streaming Feature.
    6. “Text” – the text displayed on Websites and/or Mobile Applications to be converted into Speech by TRINITY through the Streaming Feature.
    7. “Websites” – pages/websites which use TRINITY’s Services.

Schedule A – Prohibited Content

Tobacco, firearms, alcohol, pornography;
Racial, ethnic, political, hate-mongering or otherwise objectionable;
Indecent, vulgar, obscene, libelous, fraudulent, or that may be invasive of another’s privacy;
Libelous, defamatory, lewd and lascivious, excessively violent, bigoted or hate oriented behavior, gratuitous violence or profanity, harmful, threatening, abusive, harassing, or threatens physical harm to others;
Promotion of illegal substances or activities such as illegal gambling, illegal activities under the applicable Anti-Money Laundering laws and the Counter-Terrorism Financing laws, etc.
Software Pirating (including without limitation Warez, P2P, Bit torrent, Hotline, Cracking, etc.), Hacking or Phreaking, emulators, ROM’s, or illegal MP3 activity;
Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; and,
any other activity, information or content that is illegal, contrary to any industry code, indecent, obscene, defamatory, threatening, harass, discriminatory, in violation of third-party intellectual property or copyrights, privacy or publicity rights or deceptive practices.