Term and Termination
- TRINITY may terminate this Agreement at any time, without cause and for any reason with no notice to User.
Representations and Warranties
- 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.
- 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.
Disclaimers; Limitation of Liabilities
Intellectual Property, Restrictions on Use and Maintenance
- 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.
- 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.
Modification of Agreement
Non-Exclusive; No Publicity
- 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.
- 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.
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.
- 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.
- By downloading the Streaming Feature and/or using Trinity Services You hereby agree to this Agreement.
- 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.
- 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.
- 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.
- User may not assign this Agreement without the prior consent of TRINITY.
- “Ad” – images, video, text, sound, graphics, or any other TRINITY content.
- “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.
- “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.
- “Mobile Applications” – mobile applications which use TRINITY’s Services.
- “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.
- “Text” – the text displayed on Websites and/or Mobile Applications to be converted into Speech by TRINITY through the Streaming Feature.
- “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.