Last Revised: June 20, 2013
T.Saver Solutions Ltd and its affiliates (“T.Saver”, “we” or “us”) welcome you (“User” or “you”) to our online cloud based time saving platform, allowing natural persons and the place of business they attend to save valuable time and resources by managing the waiting lines in the place of business in our platform as will be explained further below (the “Service” or “Skeeper”) and website at http://www.skeeperapp.com/ (collectively, the “Sites”). To avoid confusion, the terms User and You will refer to Service Providers, End Users (as further defined below) and anyone who visits our Site as further explained below.
1. Acceptance of the Terms
The Terms may be revised and updated from time to time, with or without any notice. T.Saver shall make reasonable efforts to post a prominent notice in case the Terms shall change substantially. T.Saver urges you to check the Last Revised date which appears at the top of the Terms and to review the Terms from time to time. You can review the most current version of the Terms at any time at: http://www.skeeperapp.com/#!privacy-policy/co5a.
The Agreement: By logging-in, connecting to or using The Sites and/or Service, you acknowledge that the Terms constitute a binding and enforceable legal contract between T.Saver and you and that you possess the legal authority to enter into these Terms and to use the Sites and Service in accordance with these Terms, and to fully perform your obligations hereunder.
2. The Service
SKEEPER allows private businesses, government agencies and service providers of all kinds (“Service Providers”) to manage and administrate the waiting lines and wait lists in their place of business, in an online cloud based platform, while allowing the Service Providers’ customers or guests (“End Users”) to “skeep” the line by waiting for their turn anywhere but the line itself, getting online updates regarding the line progression directly to their mobile device SKEEPER app. In addition, we or Service Providers may also manage certain promotions and other online campaigns, such as loyalty programs, (“Campaigns”) through the use of the Service.
Please note: SKEEPER is an online service meant to facilitate the engagement between Service Providers and End Users, however T.Saver makes no representations or warranties as to the quality of the products and services provided by the Service Providers. T.Saver does not in any way endorse any Service Provider, product or service provided by the Service Providers and mentioned on the Sites. T.Saver will not be liable for any damages whatsoever including, but not limited to, damages arising from or in connection with the use or inability to use any products and/or services offered by a Service Provider.
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.
During registration process You will be asked to choose a password for your Account, which must be kept in confidence at all times. You agree to not 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 from the Sites, you may do so using such option on the Sites or contact T.Saver at: http://www.skeeperapp.com/#!contact/cvrh with such specific request. Your Account will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account or use the Service.
4. Service Providers
· Consideration. Service Providers shall pay T.Saver certain consideration from time to time as set forth in the work order (“Order”) which will constitute an integral part of this Agreement hereof. All amounts payable under this Agreement are exclusive of sales, use, value-added, withholding, and other taxes and duties. Service Provider will pay all taxes and duties assessed in connection with this Agreement by any authority, except for taxes payable on T.Saver’s net income.
· Term and Termination of the Service. The Service will be in effect from the moment Service Provider’s Order is received by T.Saver. T.Saver and Service Provider (each individually is defined as Party, and collectively the Parties) may notify the other party on the termination of the Service, for any reason, by written notice (all notices of termination to T.Saver are to be sent email@example.com). 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. Unless the Service was terminated by T.Saver, Consideration for the month of Service termination shall be made in full.
· Confidentiality. During the term of this Agreement, 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-hows, 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 (i) 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; (ii) Neither Party shall use, directly or indirectly, the Confidential Information, except to the extent required for the performance of the Service; (iii) that Confidentiality obligations shall remain in effect upon the termination of this Agreement for any reason, until such Confidential Information becomes generally available to the public through legitimate means; and (iv) Upon termination of this Agreement, 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.
5. User Representations and Undertakings
As a condition for your use of the Sites and/or Service, you hereby represent and warrant that:
· You will not infringe or violate any of the terms and conditions of the Agreement;
· You possess the legal authority to enter into this Agreement, 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 this Agreement and to fully perform your obligations hereunder;
· The execution of this Agreement 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;
6. Use Restrictions
There are certain conducts which are strictly prohibited on the Sites and/or Service. 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 Sites 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:
· Transfer any right granted in this Terms to a third party and/or transfer this Terms including but not limited transfer of the right to use the Service (whether as a Service Provider or as a User). Any transfer of any right without the prior written consent of T. Saver willo be void (without limiting any compensations and/or other remedy T. Saver is entiteled to).
· Infringe or violate any of the Terms.
· Use the Sites and/or Service and/or any interactions therein for any illegal, unlawful or unauthorized purposes.
· Use the Sites and/or Service in any form of spam, unsolicited mail or similar conduct.
· Use the Sites and/or Service for non-personal or commercial purposes without T.Saver’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 Sites and retrieve, index and/or data-mine any information.
· Interfere with or disrupt the operation of the Sites and/or Service or the servers or networks that host the Sites and/or Service, 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 Sites 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 Sites, whether directly or indirectly.
· Falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that T.Saver or any third party endorses you, your website, your business, or any statement you make, or present false or inaccurate information about the Sites and/or Service.
· Transmit, distribute, display or otherwise make available through or in connection with the Sites 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 Sites and/or Service.
· Copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Sites and/or Service in any way, unless permitted hereunder.
· Create a browser, frame, border environment or GUI around the Sites and/or Service.
Link, including in-line linking, to elements on the Sites, such as images, posters and videos, unless permitted hereunder.
If you use the Service through an Apple device, then you agree and acknowledge that:
· Apple, Inc. bears no duties or obligations to you under the Terms, including, but not limited to, any obligation to furnish you with Service maintenance and support;
· You will have no claims, and you waive any and all rights and causes of action against Apple with respect to the Service or the Terms, including, but not limited to claims related to maintenance and support, intellectual property infringement, liability, consumer protection, or regulatory or legal conformance;
Apple and Apple’s subsidiaries are third party beneficiaries of the Terms. Upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof
8. Intellectual Property
The Sites 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 and/or Service), 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 T.Saver 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 T.Saver’s proprietary rights, including T.Saver’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 Sites for the sole purposes of viewing, reading and retaining for reference and not for commercial use whatsoever.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of T.Saver, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Content included on The Site, 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 T.Saver’s marks and logos, whether registered or not.
9. Trademarks and Trade names
“T.SAVER”, “SKEEPER” and all logos and other proprietary identifiers used by T.Saver in connection with the Sites (“T.Saver Trademarks”) are all trademarks and/or trade names of T.Saver, 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 T.Saver 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 T.Saver Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein.
11. Links to Third Party Websites
The Sites’ and/or Service availability and functionality depends on various factors, such as communication networks, software, hardware and T.Saver’s service providers and contractors. T.Saver does not warrant or guarantee that the Sites and/or Service will operate at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
13. Changes to The Site and/or Service
T.Saver may change the Sites’ layout and design from time to time, and the availability of the Service included therein, without giving any prior notice on the Sites. You hereby agree and acknowledge that T.Saver is not responsible for any errors or malfunctions that may occur in connection with the performing of such changes.
14. Disclaimer and Warranties
T.SAVER 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 SITES 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, INCLUDING WITHOUT LIMITATION, THE QUALITY OF PRODUCTS AND SERVICES PROVIDED BY THE SERVICE PROVIDERS. T.SAVER AND THE T.SAVER 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. T.SAVER DOES NOT ENDORSE ANY ENTITY, PRODUCT OR SERVICE MENTIONED ON THE SITES. THE USE OF THE SITES AND/OR SERVICE IS ENTIRELY AT YOUR OWN RISK AND NEITHER T.SAVER NOR THE T.SAVER AFFILIATES SHALL HAVE ANY LIABILITY RELATING TO SUCH USE.
T.SAVER DOES NOT WARRANT THAT THE OPERATION OF THE SITES 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; T.SAVER MAY CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SITES 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 SITES AND/OR SERVICE IS ENTIRELY, OR TO THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.
15. Limitation of Liability
IN NO EVENT SHALL T.SAVER, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SISTER COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (TOGETHER “T.SAVER’ 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 SITES, 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 T.SAVER TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF T.SAVER BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE USE OF ANY PRODUCTS AND SERVICES PROVIDED BY THE SERVICE PROVIDERS; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER ANY OF T.SAVER’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. THE AMOUNT OF THE PURCHASE PRICE FOR THE SERVICE IS A CONSIDERATION IN LIMITING T.SAVER’S LIABILITY. PLEASE NOTE THAT SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH LIMITATIONS MAY NOT APPLY TO USER.
THESE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR T.SAVER’S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
You agree to defend, indemnify and hold harmless T.Saver’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 Sites 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 right of such third party; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Sites and/or Service. It is hereby clarified that this defense and indemnification obligation will survive these Terms.
You further agree to indemnify, defend and hold T.Saver harmless from any and all expenses, costs and damages, including attorney’s fees, for any claims for bodily injury, death or other damage arising out of the use or operation of the Sites.
17. Amendments to the Terms
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 Sites. 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 Sites 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.
18.1. 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.
18.2. These Terms, and the rights and remedies provided hereunder, and any and all claims, disputes and controversies arising hereunder or related hereto, their interpretation, or the breach, termination or validity thereof, the relationships which result from these Terms, T.Saver’s advertising, or any related purchase shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles.
18.3. You expressly consent, and submit to the exclusive jurisdiction of and stipulate that venue shall be in the court of competent jurisdiction located in City of Tel Aviv, Israel for the adjudication or disposition of any claim, action or dispute arising directly or indirectly out of this Agreement or The Site. You further waive any objection to jurisdiction and venue of any action instituted hereunder, and further agrees not to assert any defense based on lack of jurisdiction or improper venue, including forum non convenience and agree that process may be served in a manner authorized by applicable law or court rule. YOU HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THESE TERMS OR ANY RELATED TRANSACTION DOCUMENTS, OR THE VALIDITY, PROTECTION, INTERPRETATION OR ENFORCEMENT THEREOF. YOU AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT T.SAVER WOULD NOT ENTER INTO THIS AGREEMENT IF THIS SECTION WERE NOT PART OF THESE TERMS.
18.4. T.Saver may assign its rights and obligations hereunder and or transfer ownership rights and title in The Site to a third party without your consent or prior notice to you.
18.5. Your rights and obligations under the Terms are not assignable. Any attempted or actual assignment thereof by you will be null and void without T.Saver’ prior explicit and written consent.
18.6. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Terms and will not affect the validity and enforceability of any remaining provisions.
18.7. 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.
18.8. These Terms constitute the entire terms and conditions between you and T.Saver relating to the subject matter herein and supersedes any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between us, including, without limitation, those made by or between any of our respective representatives, with respect to the Service and The Site. You agree that no parol evidence shall be admitted in any judicial proceeding to establish any terms inconsistent with these Terms. You agree that you will make no claim at any time or place that these Terms have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of T.Saver in entering into these Terms.
18.9. The provisions of the, Intellectual Property, Disclaimer and Warranties, Limitation of Liability, Indemnification and General sections, will survive the termination, or expiration of the Terms.
19. 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: firstname.lastname@example.org