TicTuk Technologies Ltd. ("TicTuk", "we" or "us") welcomes you ("you", "user" or "Merchant") to TicTuk's desktop or mobile website (the "Site"). Your use of the Site and the Services (as defined below) are subject to these Terms of Use (these "Terms"). By accessing the Site, you are agreeing to be bound by these Terms and all applicable laws and regulations. If you do not agree with any of these Terms, you are prohibited from accessing or using this Site. We may modify, suspend or discontinue (temporarily or permanently) the Services or revise these Terms from time to time, without prior notice. When we do, we will revise the "last updated" date given below. It is your responsibility to review these Terms frequently and to remain informed of any changes made. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of the Services will constitute your acceptance of such revised Terms. Our Services TicTuk offers an e-commerce online ordering and marketing system enabling the sale of goods of any kind, including food ("Merchandise") by the following means: (i) by installing TicTuk's ordering system onto Merchant's website; (ii) by installing a chatbot developed by TicTuk (the "Chatbot") onto Merchant's Facebook page or (iii) by installing the Chatbot onto Telegram(the "Services"). The Services are available only to individual users who are at least 18 years old, or to individual users who are younger than 18 and that have received consent from their parent or other legal guardian to access and use the Services.
Use of the Services by you requires registration and creating of an account. You must complete an application request for registration and access to the Services by submitting your basic information, including your name, email address, phone number, password, and your Merchandise catalog and pricing (the "Merchant Information"), and, if accepted, you will be able to register to the Services and open a personal account (the "Account") by choosing a username and password. You will receive confirmation for joining the Services via email, to the email address you provide as part of the registration process. Following your receipt of confirmation for joining the Services, you will receive access to upload your Merchant Information via the Site Dashboard (the "Dashboard") and setting up your Account and preferences in regards to your online ordering needs. Once you finish setting up your Account, you will be able to activate your online store on your FB Page, Telegram and on your website. As part of your registration to the Services, you will need to set a secured password to access your Account. Password use shall be strictly limited to the registered user. Alternatively, you may create an account and login to the Services via Facebook Login. You will have the ability to add additional subaccounts under your Account (each a "Subaccount") in order to enable the use of the Services by your staff or by any other authorized third parties. You will set additional secured passwords for each Subaccount.You are solely and fully responsible for the activity that occurs in your Account and Subaccounts and for maintaining the confidentiality of your password/s. You may not disclose or share access to your password/s with any third party, temporarily or permanently (other than for a Subaccount user), and you will be responsible for all uses of your Account, password and Subaccounts, whether or not authorized by you. You agree to immediately notify TicTuk of any unauthorized use of your Account, password/s and/or Subaccounts. TicTuk reserves the right to deactivate an Account and/or a Subaccount, if there are indications of unauthorized access by third parties. TicTuk will not be liable for any damage, cost, loss or expense caused by or in connection with any unauthorized use of your Account and/or Subaccount. Once your Account is opened, you shall embed a link to the Site on your company website or activate the BOT on your Facebook page or Telegram, through which all customers seeking to place an order of Merchandise from you (each a "Customer") will submit their orders. TicTuk reserves the right to delete your Account, Subaccounts and Merchant Information after a significant duration of inactivity. You acknowledge and understand that you have no ownership rights in the Account and/or in the Subaccounts and that if you cancel your Account or Subaccounts or if your Account or Subaccount is terminated, all your Merchant Information will be marked as deleted in and may be deleted from TicTuk's databases, and will be removed from any public area of the Site. Your Merchant Information may continue to be available for some period of time because of delays in propagating such deletion through TicTuk's web servers.
All orders submitted by Customers through the Services for the purchase of Merchandise from you (each an "Order") will be submitted directly to you and will be subject to your confirmation. Payment for Orders will be made by Customer directly to you. The fulfilment and delivery of Orders is your exclusive responsibility, and the payment for Orders is the exclusive responsibility of the respective Customer. TicTuk is not involved in, nor does it have any control over the fulfilment, delivery and/or payment of Orders. TicTuk is merely an intermediary between you and the Customer. TicTuk will have no liability with regard to delivery, fulfilment and/or payment of Orders. You acknowledge that TicTuk does not conduct verification with respect to the Merchant's Information, nor does it attempt to verify the statements contained in the Merchant's Information. TicTuk assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, availability, timeliness, quality or safety of any Merchant Information and/or Merchandise. Merchant is solely responsible for the Merchant Information and for the Merchandise. User alone is responsible for any communication, message or other content that user posts, uploads, submits, transmits or shares with any Customer through the Dashboard, the Site, the Chatbot or otherwise through the Services (each a "Customer Communication") and TicTuk shall bear no responsibility with regard to any Customer Communication. User alone is responsible for any spamming, phishing, pharming or spoofing originating from a Merchant's website or online system (including from Merchant's Facebook page or Telegram) and Tictuk shall have no liability in connection with any such activity. In the event of a dispute arising between user and a Customer in connection with an Order, including due to Customer's failure to pay for an Order, user hereby agree that TicTuk shall not be held liable for any loss or damages suffered by user as result of such dispute.
You shall use the Services solely for facilitation of sales of Merchandise in accordance with these Terms. You are prohibited from using the Services for any other purpose. You shall be solely and fully responsible for your use of the Site and the Services and for all consequences and results thereof. You agree not to and you shall not permit or assist any other party to: use the Site, the Chatbot and/or the Services for any illegal, immoral, unlawful and/or unauthorized purposes; connect to the Chatbot through a robot or other device or process; interfere with or violate any user's rights to privacy and other rights, or harvest or collect personally identifiable information about users without their express consent, whether manually or with the use of any robot, spider, crawler any search or retrieval application, or use other manual or automatic device, process or method to access the Site or the Services and retrieve, index and/or data-mine information; or make any use of any content available on or through the Site, the Services and/or on any other application, website or networked computer environment for any purpose. Fees For each Order processed by a Customer through the Site, Merchant will be required to pay TicTuk such fees as set forth in the Site, in accordance with the payment terms set forth therein, or such other fees and payment terms agreed to between Merchant and TicTuk in writing. All prices stated in the Site are not inclusive of VAT. TicTuk reserves the right to amend the pricing structure on the Site from time to time and any such changes will be posted on the Site
Any data collected by user about Customers, including Customer personal data, through the use of the Services ("Customer Data") shall be owned by Merchant and Merchant hereby grants TicTuk a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display Customer Data for the following purposes: (i) providing and improving the Services; (ii) internal usage, including but not limited to, data analytics and metrics so long as such Customer Data has been anonymized and aggregated with other customer data; (iii) complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and (iv) any other purpose for which consent has been provided by the Customer. Merchant undertakes to provide all notices and obtain all consents necessary for TicTuk's use of Customer Data.
TO THE FULLEST EXTENT PERMITED UNDER LAW, THE SITE, THE CHATBOT AND THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND TICTUK AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS AND LICENSORS (COLLECTIVELY, "TICTUK'S REPRESENTATIVES") DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. TICTUK MAKES NO WARRANTY THAT (I) THE SITE, THE CHATBOT AND/OR THE SERVICES ARE OR WILL BE SECURE, TIMELY, RELIABLE, ACCURATE, COMPLETE, UNINTERUPTED, ERROR FREE, FREE OF VIRUSES, DEFECTS, WORMS, OR OTHER HARMFUL COMPONENTS, (II) ANY ERRORS OR DEFECTS IN THE SITE, THE CHATBOT AND/OR THE SERVICES WILL BE CORRECTED AND/OR (III) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS AND/OR WILL BE ACCURATE AND/OR RELIABLE AND TICTUK IS NOT AND SHALL NOT BE RESPONSIBLE TO YOU OR TO ANY THIRD PARTY FOR THE CONSEQUENCES OF ANY ERRORS, FAULTS OR OMISSIONS RELATED TO ANY CONTENT CONTAINED IN THE SITE, THE CHATBOT AND/OR THE SERVICES. YOU AGREE THAT THE USE OF THE SITE, THE CHATBOT AND THE SERVICES IS ENTIRELY AT YOUR OWN DISCRETION AND RISK.
TO THE FULLEST EXTENT PERMITTED UNDER LAW, IN NO EVENT SHALL TICTUK AND/OR TICTUK'S REPRESENTATIVES BE LIABLE TO YOU OR TO OTHERS FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY, RESULTING FROM OR ARISING OUT OF YOUR USE OR INABILITY TO USE THE SITE, THE CHATBOT AND/OR THE SERVICES AND/OR THE FAILURE OF THE SITE, THE CHATBOT AND/OR THE SERVICES TO PERFORM AS REPRESENTED OR EXPECTED OR FROM THE FAILURE OF TICTUK TO PERFORM UNDER THESE TERMS, OR FROM TICTUK'S USE OF CUSTOMER DATA IN ACCORDANCE WITH THE TERMS HEREOF AND/OR FROM ANY OTHER ACT OR OMISSION OF TICTUK OR BY ANY OTHER CAUSE WHATSOEVER, REGARDLESS OF WHETHER TICTUK HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITED BY LAW, TICTUK'S AND TICTUK'S REPRESENTATIVES' TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER AND/OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE, THE CHATBOT AND/OR THE SERVICES, SHALL BE LIMITED TO US $50. YOU ACKNOWLEGDE AND AGREE THAT REGARDLESS OF ANY LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE, THE CHATBOT, THE SERVICES AND/OR THE TERMS MUST BE FILED WITHIN 1 YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION SHALL FOREVER BE BARRED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY AS SET FORTH HEREIN. IN THOSE JURISDICTIONS, THE DISALLOWED EXCLUSIONS SHOULD BE REGARDED AS DELETED AND SEVERED FROM THE TERMS.
You acknowledge that the Site, the Dashboard, the Chatbot, the Services and any code that TicTuk creates to generate or display any content or the pages making up the Site and/or the Chatbot, and any and all intellectual property rights pertaining thereto, including without limitation, copyrights, database rights, domain names, trademarks, trademark applications, trade names, service marks and all goodwill associated therewith and symbolized thereby, patents, patent applications, inventions, discoveries, concepts, improvements, know-how, confidential information, trade secrets and design rights, in each case whether registered or unregistered and including all applications and rights to apply for registration, and all similar or equivalent rights (collectively, "Intellectual Property Rights"), are (i) solely and exclusively owned by and/or licensed to TicTuk and (ii) are protected by applicable copyright, trademark and other intellectual property laws and international conventions and treaties. Nothing herein shall be deemed to convey to you an interest in or to any TicTuk's Intellectual Property Rights other than a limited revocable right of use in accordance with these Terms. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owner's rights. As a condition to your use of the Site and the Services, you agree not to use the Site and/or the Services to infringe the intellectual property rights of others in any way. "TicTuk", "TicTuk's marks, service marks, trade names and logos ("TicTuk's Trademarks") belong solely to TicTuk, whether or not registered or registerable. All other trademarks, trade names and logos which may appear on the Site, the Chatbot and/or on the Services belong to their respective owners ("Third Party Trademarks"). No right, license or interest to either the TicTuk's Trademarks and/or to the Third Party Trademarks (collectively, the "Trademarks") is granted hereunder, and you will avoid using Trademarks, except as explicitly permitted herein. If you provide any feedback or suggestions to TicTuk ("Feedback"), TicTuk shall have an exclusive, worldwide, royalty free, and irrevocable license to incorporate the Feedback into any TicTuk current or future products, technologies and/or services without your approval and without any compensation payable to you.
Certain links featured on the Site or provided through the Services ("Linked Sites") enable users to enter third party websites. The Linked Sites are provided solely as convenience to users and are not under the control of TicTuk and TicTuk makes no representations regarding the content or accuracy of materials on the Linked Sites. Your access to, use of and reliance upon any Linked Sites is at your sole risk and expense and TicTuk shall not be liable or responsible, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance upon any Linked Sites. By using any downloadable application, such as Facebook Messenger , Telegram or any Chrome Browser application, to enable your use of the Services (the "Applications"), you are explicitly confirming your acceptance of the terms of use and privacy policy associated with the Applications. The term Site, as used herein, shall include the Applications, mutatis mutandis
The Terms shall remain in effect until terminated as set forth herein. Your failure to comply with any provision of the Terms, your misuse of the Site and/or the Services shall terminate your right to use the Site and the Services. In such circumstances, TicTuk may temporarily or permanently, at TicTuk's discretion, limit or terminate your access to the Site, your Account, the Subaccounts and the Services without notice, in addition to any other remedies that may be available to TicTuk under any applicable law. If you object to any term hereof, as may be amended from time to time, or if you become dissatisfied with the Site and/or the Services, you may terminate the Terms at any time by ceasing your use of the Site and the Services and this will be your sole and exclusive remedy in such circumstances. Upon termination of the Terms for any reason (i) your Account and Subaccounts will be automatically disabled, (ii) all rights granted to you under these Terms will immediately terminate and (iii) you will immediately cease all use of and access to the Site and the Services. The provisions of these Terms which by their nature survive the termination of these Terms shall survive termination of these Terms. Without limiting the generality of the foregoing, the Disclaimers of Warranties, Limitation of Liability, Intellectual Property Rights and Governing Law will survive the termination of the Terms for any reason whatsoever.
These Terms are personal to you, and you may not assign your rights or obligations hereunder to anyone. TicTuk, however, may assign these Terms without your notice or consent.
These Terms are governed by and construed in accordance with the laws of the State of Israel without giving effect to its conflict of laws rules and you irrevocably submit to the exclusive jurisdiction of the courts in the city of Tel Aviv, Israel.