Toonimo Terms of Use

Last Revised: May 8th, 2019
Toonimo Inc. and its affiliates ("Toonimo", "we" or "us") welcome you ("User" or "you") to our online user experience platform that allows you to guide the users of your online service, or your users of any third party online service (the "Service") and website at (the "Site"). To avoid confusion, the terms User and You will refer to Toonimo customers who register to our Service ("Customers") and anyone who visits our Site as further explained below. The main purpose of these Terms of Use is to settle the relationship between us and Toonimo's Customers who use our Service. These Terms of Use also generally settle the relationship between us and anyone who visits our Site. 1. Acceptance of the Terms By logging to, connecting to, accessing or using the Site and/or Service, you acknowledge that you have read and understood the following terms of use, including the Privacy Policy terms (collectively, the "Terms") and you agree to be bound by them and to comply with all applicable laws and regulations regarding your conduct on the Site and/or Service. IF YOU DO NOT AGREE WITH ALL OF THE TERMS, DO NOT CONNECT TO, ACCESS OR USE THE SITE AND/OR SERVICE IN ANY MANNER. By logging-in, connecting to or using the Site or Service, you acknowledge that the Terms constitute a binding and enforceable legal contract between Toonimo and you and that you possess the legal authority to enter into these Terms and to use the Site and Service in accordance with these Terms, and to fully perform your obligations hereunder. 2. The Site and the Service The Site: The Site offers information about us, our products and services, and allows you to register to our Service. The general use of our Site is currently free of charge. If you wish to subscribe to our Service, you will be required to pay the fees specified in our Service order, proposal or statement of work (collectively, the "Order Form"). The Service: Toonimo's Service is a user experience platform that assists our Customers to intelligently guide their users while using the Customer's online services or any other third party online service. The Service works in the following manner:
  • Customers register to our Service.
  • Customers install our code-line in order to enable the Service or install a plugin locally.
  • Customers (or Toonimo, upon request), add to the Customer's online services certain scripts, graphics, texts and audio tracks that may simplify the Customer's end-users' experience.
  • Once an end-user of the Customer presses the "WalkThrough" button or initiates any other trigger which activates the Toonimo Service ("WT Trigger"), such he/she will be provided with a personalized step-by-step guidance, which will assist him/her with using the Customer's or third party's online services.
  • The Customer's manage this guide and receive analytics and statistics related to end-user's interaction with it.
  • Additional paid services which are specified in the Order Form may apply.
Please note: (i) The Site and/or Service are provided on an "AS-IS" basis. Although the Service is intended to increase engagement in Customer's online services, reduce service costs and increase conversion rates, we cannot guarantee that these goals will be achieved on your online services. (ii) These Terms and the applicable Order Form govern your use of the Service, unless you have executed a separate agreement with us which expressly supersedes these Terms. (iii) Toonimo makes its best efforts not to collect personally identifiable information of the end-users of its Customers. As Customers are in direct contact with their end-users, Customers are solely responsible for obtaining end-user's consent for the collection and use of their personally identifiable information, and to comply with the requirements of applicable privacy laws. We will not be responsible in any way for infringing end-user's privacy as a result of Toonimo Customer's failure to comply with these Terms.
3. Registration In order to use the Service, a personal account will be created for the Customer ("Account"), which will host basic details regarding the Customer, as further detailed in our Privacy Policy at: Privacy Policy During the registration process you will be asked to choose a password for your Account, which must be kept in confidence at all times. Your account is personal and you agree not to disclose your username and password to any third party. If you wish to either change your user name or password to log-in to your Account, or cancel and remove your Account, you may do so using such option on the Site or contact us at: . Note that we may suspend your account if we have found that you are in breach of these Terms. CANCELLING OR TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS OF CERTAIN INFORMATION YOU PROVIDED US AND/OR THE CAPACITY OF YOUR ACCOUNT. WE DO NOT ACCEPT ANY LIABILITY FOR SUCH LOSS. 4. Consideration Customers shall pay Toonimo certain consideration from time to time as set forth in the Order Form, which will constitute an integral part hereof. All amounts payable under these Terms are exclusive of sales, use, value-added, withholding, and other taxes and duties. Customer will pay all taxes, VAT and duties assessed in connection with these Terms by any authority, except for taxes payable on Toonimo's net income. Toonimo's consideration will be based on Toonimo's records. CUSTOMER DISCLAIMS AND FORFEITS ANY CLAIMS REGARDING THE ACCURACY OF TOONIMO'S COUNT, AND AGREES TO ACCEPT TOONIMO'S COUNT AS FINAL. 5. Online Payment Services Payments may be processed via certain online payment service providers ("Online Payment Processors"). We may add or change the Online Payment Processors in our sole discretion. The Online Payment Processors enable you to send payments securely online using a credit card, debit card or bank account. We do not control and are not affiliated with such Online Payment Processors. We are not responsible in any way for the actions or performance (or lack thereof) of the Online Payment Processors. It is your responsibility to abide by all the terms specified by the Online Payment Processors in their terms of use and privacy policies. 6. Term and Termination These Terms apply as long as you use the Site. Unless a fixed term is provided in the Order Form, the Service will be considered as active from the moment the Customer submits the Order Form and until such time when the Service is terminated by either Toonimo or the Customer (each individually is defined as "Party", and collectively the "Parties"), for any reason, by written notice to the other Party (all notices of termination to Toonimo are to be sent to Termination of the Service will take effect within twenty four (24) hours after the termination notice has been acknowledged by the other Party in a written reply. For avoidance of any doubt, any unpaid fees will be charged upon the effective date of the Service termination. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive 7. Confidentiality During the term of these Terms, either Party may have access to confidential information of the other Party or confidential information entrusted to that Party by other persons, corporations, or firms. All oral or written, non-public information, including information provided by an electronic medium, concerning either Party, furnished or disclosed in any manner to the other Party shall be deemed confidential. The confidential information of either Party includes all matters which are confidential in nature including know-how, trade secrets, experimentation, research and developments relating to existing and future products and services marketed or used or manufactured in whole or in part by either Party (whether or not such products or services are actually realized or pursued by that Party), and also any information which gives either Party competitive advantages including, without limitation, know-how, trade secrets and data relating to the general business operations of that Party ("Confidential Information").
  • Both Parties agree to hold such Confidential Information as strictly confidential and not to disclose any such Confidential Information to any third party whatsoever. If either Party is required to disclose any Confidential Information pursuant to the provisions of any relevant law then that Party shall not disclose such information without first notifying the other Party of such requirement and cooperating with the other Party regarding such disclosure.
  • Neither Party shall use, directly or indirectly, the Confidential Information, except to the extent required for the performance of the Service.
  • Confidentiality obligations shall remain in effect upon the termination of these Terms for any reason, until such Confidential Information becomes generally available to the public through legitimate means.
  • Upon termination of these Terms, both Parties shall return all data in any and all forms (without retaining copies) which pertain to Confidential Information. In case that any copies of such Confidential Information cannot be physically returned, these copies must be promptly destroyed.
8. User Representations and Undertakings As a condition for your use of the Site and/or Service, you hereby represent and warrant that:
    • You will not infringe or violate any of the terms and conditions of the Terms;
    • You possess the legal authority to enter into these Terms, either as an individual or as representative of the organization or business you work for, and to form a binding agreement under any applicable law, to use the Service in accordance with these Terms and to fully perform your obligations hereunder;
    • The execution of these Terms does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject.
    • You, not us, are solely responsible to respond to any questions or requests of your end-users.
9. Use Restrictions There are certain conducts which are strictly prohibited on the Site. Please read the following restrictions carefully. Your failure to comply with the provisions set forth herein (as judged by us in our sole discretion), may result in the termination of your access to the Site and/or Service and may also expose you to civil and/or criminal liability. You may not, whether by yourself or anyone on your behalf:
      • Infringe or violate any of the Terms.
      • Use the Site and/or Service and/or any interactions therein for any illegal, unlawful or unauthorized purposes.
      • Use the Site and/or Service in any form of spam, unsolicited mail or similar conduct.
      • Use the Site and/or Service for non-personal or commercial purposes without Toonimo's express prior written consent.
      • Interfere with or violate other Users' rights to privacy and other rights, or harvest or collect data and information about other Users without their express consent, whether manually or automatically with the use of any robot, spider, crawler, any search or retrieval application, or use other automatic device, process or method to access the Site and retrieve, index and/or data-mine any information.
      • Interfere with or disrupt the operation of the Site and/or Service or the servers or networks that host them, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks.
      • Post, publish, or otherwise make available through the Site any content, text or information that is abusive, harassing, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive.
      • Impersonate any person or entity or provide false information on the Site, whether directly or indirectly.
      • Falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Toonimo or any third party endorses you, your website, your business, or any statement you make, or present false or inaccurate information about the Site and/or Service.
      • Transmit, distribute, display or otherwise make available through or in connection with the Site any content, which may infringe third party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful content.
      • Bypass any measures we may use to prevent or restrict access to the Site and/or Service.
      • Copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Site and/or Service including the Characters in any way, unless permitted hereunder.
      • Create a browser, frame, border environment or GUI around the Site and/or Service.
      • Link, including in-line linking, to elements on the Site, such as images, posters and videos, unless permitted hereunder.
10. Privacy Policy We respect your privacy and are committed to protect the information you share with us. We believe that you have a right to know our practices regarding the information we collect when you connect to, access or use the Site or Service. Our policy and practices and the type of information collected are described in detail in our Privacy Policy [Privacy Policy]. If you intend to connect to, access or use the Site you must first read and agree to the Privacy Policy. 11. Intellectual Property The Site and/or Service and the intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the "look and feel" of the Site or Service and our animated effects), specifications, methods, procedures, algorithms, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered (collectively, "Intellectual Property"), are owned and/or licensed to Toonimo and subject to copyright and other applicable intellectual property rights under United States laws, foreign laws and international conventions. You 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 any material that is subject to Toonimo's proprietary rights, including Toonimo's Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Terms. Permission is granted to download and print materials from the Site for the sole purposes of viewing, reading and retaining for reference and not for commercial use whatsoever. To the extent we receive from you or from your end-users any feedback, comments or suggestions (“Feedback”), we will have an exclusive, royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any of our current or future products, technologies or services and use same for any purpose, without compensation or your approval. Such Feedback shall be deemed to be non-confidential. You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Toonimo, including copyright mark [©] or trademark [® or ™] contained in or accompanying the content included on the Site or Service, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Toonimo's marks and logos, whether registered or not. By entering into this Agreement, you hereby grant Toonimo a world-wide, royalty free, license to use your logo and/or trademarks and/or application names on Toonimo's website and/or marketing material only for the purpose of promoting Toonimo's services. 12. Trademarks and Trade names "TOONIMO", and all logos and other proprietary identifiers used by Toonimo in connection with the Site ("Toonimo Trademarks") are all trademarks and/or trade names of Toonimo, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site belong to their respective owners ("Third Party Marks"). No right, license, or interest to Toonimo Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Toonimo Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein. 13. Links to Third Party Websites The Site may contain links to third party websites ("Third Party Sites"), whether such links have been suggested by Toonimo or shared by others. You hereby acknowledge that Toonimo has no control over such Third Party Sites, and you further acknowledge and agree that Toonimo is not responsible for the availability of Third Party Sites, and does not endorse and is not responsible or liable for any services, content, advertisements, products, or any materials available on such Third Party Sites. You further acknowledge and agree that Toonimo shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any services, content, products or other materials available on or through any Third Party Sites. Most Third Party Sites provide legal documents, including terms of use and privacy policy, governing the use of such sites. It is always a good idea to read such documents carefully before using those sites. 14. Availability The Site and/or Service availability and functionality depends on various factors, such as communication networks, software, hardware and Toonimo's service providers and contractors. Toonimo does not warrant or guarantee that the Site and/or Service will operate at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free. 15. Changes to the Site and/or Service Toonimo may change the Site's layout and design from time to time, and the availability of the Service included therein, without giving any prior notice on the Site. Toonimo will make reasonable efforts to notify you of any material changes which to the Service. You hereby agree and acknowledge that Toonimo is not responsible for any errors or malfunctions that may occur in connection with the performing of such changes. 16. Special conditions pertaining to third party assets The Service may use or include software, files and components subject to open source licensing terms or licenses of a third party (”Third Party Components”). These Terms do not apply to any Third Party Components accompanying or included in the Service and the company disclaims any responsibility related to them. You acknowledge that the Company is not the author, owner or licensor of Third Party Components. Toonimo removes responsibility and liability of any kind, express or implied, for the quality, capacity, operation, performance or suitability of any Third Party Component. In no event will the Service (except Third Party Components contained therein) shall be deemed “open source” or ”publicly available”. 17. Disclaimer and Warranties TOONIMO 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 THE SERVICE FEATURED ON THE SITE, INCLUDING IN CONNECTION WITH ANY TAX OR LAWS AND REGULATIONS IN YOUR STATE OF RESIDENCE, OR ANY OTHER APPLICABLE LAWS AND REGULATIONS. THE SITE AND/OR SERVICE, INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA, PRODUCTS, MARKETING MATERIALS 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 BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE,. TOONIMO AND THE TOONIMO AFFILIATES, JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, REPORTS, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED BY YOU RELATED TO YOUR USE OF THE SITE AND/OR SERVICE. TOONIMO DOES NOT ENDORSE ANY ENTITY, PRODUCT OR SERVICE MENTIONED ON THE SITE. THE USE OF THE SITE AND/OR SERVICE IS ENTIRELY AT YOUR OWN RISK AND NEITHER TOONIMO NOR THE TOONIMO AFFILIATES SHALL HAVE ANY LIABILITY RELATING TO SUCH USE. TOONIMO DOES NOT WARRANT THAT THE OPERATION OF THE SITE AND/OR SERVICE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS; TOONIMO MAY CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SITE AT ANY TIME OR TO DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SITE AND/OR SERVICE IS ENTIRELY, OR TO THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK. 18. Limitation of Liability IN NO EVENT SHALL TOONIMO, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SISTER COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (TOGETHER "TOONIMO' AFFILIATES") BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE SITE, USE OR INABILITY TO USE THE SERVICE, FAILURE OF THE SERVICE TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF TOONIMO TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF TOONIMO BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE COLLECTION AND USE OF PERSONALLY IDENTIFIABLE INFORMATION RELATED TO END USER WITHOUT END USER'S CONSENT; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ANY OF TOONIMO'S AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION MAY BE BROUGHT BY USER FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, TOONIMO AND TOONIMO'S AFFILIATES TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND/OR SERVICE SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO US FOR THE USE OF THE SITE OR SERVICE OR $US1.00, WHICHEVER IS GREATER. YOU HEREBY WAIVE ANY RIGHT TO SEEK TO RECOVER ANY CONSEQUENTIAL DAMAGES, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM TOONIMO'S AFFILIATES. 19. Indemnification You agree to defend, indemnify and hold harmless Toonimo and Toonimo's Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Site and/or Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy rights in connection with your use of the Site and/or Service; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site and/or Service. It is hereby clarified that this defense and indemnification obligation will survive these Terms. Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval. 20. Amendments to the Terms Toonimo may change the Terms from time to time, at its sole discretion and without any notice, including the Privacy Policy or any other policies incorporated thereto. Substantial changes will be first notified on the Site's homepage and/or by sending you an e-mail to the e-mail address that is registered with your Account. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect even immediately, or as required by the law and without any prior notice. Any changes to these Terms will be effective upon the earlier of our dispatch of an e-mail notice to you or our posting of notice of the changes on the Site. You hereby agree and acknowledge to accept and to be bound by any of the changes made in the Terms and the accompanying policies. Should you continue to use the Site and/or Service after the changes were made, it will indicate your acceptance to the new Terms. You are recommended to review the Terms from time to time, as they may change every once in a while. 21. General (a) These Terms constitute the entire terms and conditions between you and Toonimo relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Toonimo, (b) any claim relating to the Site and/or Service will be governed by and interpreted in accordance with the laws of the State of New York, U.S.A without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site and/or Services will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of the State of New York. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, Toonimo may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (g) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, and (h) no amendment hereof will be binding unless in writing and signed by Toonimo. 22. For information, questions or notification of errors, please contact: If you have any questions (or comments) concerning the Terms, you are most welcomed to send us an email or otherwise contact us to the following address and we will make an effort to reply within a reasonable timeframe: USA: +1-888-319-6572 Israel: +972-3-5595040