Intro.

Tag a Time, Ltd. (“tagatime” or “us”, “our”, “we”) provides an online tool for your customers to schedule appointments via your website (the “Application”). These Terms of Service (“Terms”) govern your access and use of the Application. “Service Provider,” or “you” means any entity that uses the Application or uses any code provided by tagatime to implement the Application on its Internet Website (the “Site”). Service Providers must agree to these Terms prior to using the Application. “Customer” means an end user customer of a Service Provider who uses the Application through the Site. Please read these Terms carefully. These Terms govern your access to and use of the Application. By registering to use the Application or using any software scripts provided by us in order to make the Application available through your Site, you signify your assent to both these Terms and our Privacy Policy, which is available at < http://tagatime.com/Privacy>. Changes may be made to these Terms from time to time. Your continued use of the Application will be deemed acceptance to any such amended or updated terms. If you do not agree to any of these Terms, please do not click “ACCEPT” and do not use the Application. By clicking “ACCEPT”: (1) you acknowledge that you have read, understood and agreed to these Terms and the Privacy Policy; and (2) you confirm that you are acting as a representative of your company or organization and have the authority to enter into this Agreement on behalf of your employer.

Use of Application.

Subject to the terms and conditions hereof, during the period these Terms are in effect tagatime allows Service Provider to use the Application on a non-exclusive basis. You shall make reasonable commercial efforts to observe any appointments made by any Customer through the Application, and to promptly inform such Customer if you are unable to observe such Appointment. tagatime may change, modify or update the Application at any time without prior notice to you, including to remove functionality.

Restrictions.

The Application will allow you to insert a tool to schedule appointments in your Site. You agree to use the Application solely for your own commercial requirements, but you shall not, nor allow any third party, to reproduce, sell, lease, rent, publicly perform, display, disseminate, distribute, broadcast, or retransmit the Application to any third party or to provide services with the Application to any third party except for allowing your own Customers to schedule appointments at your business. You shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Application; (b) modify the Application, or in any other way manipulate the Application in any way that affects a Customer’s experience; or (c) modify, frame, or create derivative works of the Application, or remove any copyright or other notices displayed by the Application. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform us in writing in each instance prior to engaging in the activities set forth above. You must use the Application in accordance with all applicable law, including all laws and regulation concerning the sending of e-mail messages.

Site and Site Terms.

You represent and warrant that the Site does not, and shall not during the Term: (a) contain material that is obscene, defamatory, libelous, racially or ethnically insensitive, harassing, threatening or otherwise offensive; (b) contain pornography or material that may be harmful to a minor; (c) contain material that violates or infringes the intellectual property, moral or contractual rights of any third party; (d) contain or transfer any virus, worm, Trojan horse, or other harmful or disruptive software or code; and (e) violate any applicable law, regulations and rules, including all applicable law regarding advertising, marketing and promotional content and services. Your Site shall include clear and conspicuous terms and conditions which comply with applicable law and industry standards (the “Site Terms”). The Site Terms shall clearly provide that the Application is provided to Customers “as-is” and without any warranties, and that tagatime shall bear no direct, indirect, consequential or punitive liability in respect of any claims of any Customer regarding the Application. You shall have full responsibility for any additional representations and warranties you may provide in respect of the Application.

Account Registration.

When you complete the registration process, you create a tagatime account. Your account allows you to use the Application, subject to these Terms. To create an account, you must provide specified information and select a password. You may not provide false information during the registration process. You should not reveal your password to anyone else. tagatime will not ask you to reveal your password. If you forget your password, you can request to have a new password sent to your registered e-mail address. Your account (including all customer data in your account) is at risk if you let someone use it inappropriately and your account is subject to termination if you or anyone using your account violates these Terms. You agree to immediately notify tagatime of any unauthorized use of your tagatime account or password. You are fully and solely responsible for the security of your Site, computer system and all activity on your account, even if such activities were not committed by you. tagatime will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold tagatime harmless for any improper or illegal use of your account, and any charges and taxes incurred, unless you have notified us via e-mail at Support@tagatime.com (or any updated email address) that your account has been compromised, and have requested us to block access to it. tagatime will not have any liability for the unauthorized use of customer data that you have entered into your account.

Intellectual Property.

All right, title and interest in (a) the Application, all content therein and related documentation and all enhancements, derivatives, bug fixes or improvements to the Application; and (b) all trade names, trademarks, and logos of tagatime shall at all times remain solely with tagatime or its licensors. All references in these Terms or any other communications to the sale, resale or purchase of the foregoing or any Application shall mean only the right to use the Application pursuant to these Terms. As between the parties, and subject to the foregoing, all right, title and interest in (a) the Site, all content therein and related documentation and all enhancements, derivatives, bug fixes or improvements to the Site; and (b) all trade names, trademarks, and logos of Service Provider shall at all times remain solely with Service Provider or its licensors.

Payment.

Service Provider shall make payment to tagatime of the amounts set forth in a separate quotation provided by tagatime to Service Provider. Payment of such amounts shall be made within 30 days of the end of the applicable month. Payment shall be made free and clear of, and without deduction or withholding, in respect of any amounts. Late payments shall be subject to a charge of 1.5% per month or, if lower, the highest rate permitted by law.

Privacy.

Service Provider understands that tagatime collects data entered by Customers who use the Application, which data includes information that may personally identify such Customers or describe their personal interests (the “Customer Data”). tagatime may make all use of the Customer Data as set forth in the tagatime Privacy Policy. Service Provider shall include in its Site a conspicuous privacy policy that complies with applicable law and which clearly describes how Customer Data will be collected and used by tagatime. Service Provider shall promptly inform tagatime if tagatime’s proposed collection or use of the Customer Data violates any applicable law or regulation in the jurisdiction of the Service Provider.

Data.

In addition to the Customer Data, the Application allows Service Provider to record certain data and information regarding Customers in the Application. Service Provider must at all times comply with applicable law regarding any such data and information recorded in the Application, and Service Provider represents and warrants that it has received all necessary consent from Customers to record any such data. Notwithstanding the foregoing, Service Provider understands that tagatime is not a data storage service. tagatime shall have no liability for any lost or erased data. Service Provider must at all times have a back-up of all information and data that is recorded in the Application.

Support.

Service Provider may contact tagatime with regard to support for the Application by sending an email to support@tagatime.com

Confidentiality.

Service Provider acknowledges that tagatime may disclose to Service Provider certain confidential information confidential or proprietary to tagatime, the Site or the Application. Service Provider may disclose to tagatime certain information regarding its business and operations. Either party (the “Receiving Party”) receiving information from the other party (the “Disclosing Party”) which the Disclosing Party has marked or identified as confidential or proprietary, or which should reasonably be considered confidential or proprietary given its content and the circumstances of its disclosure (collectively, “Confidential Information”), agrees to keep such Confidential Information confidential during and after the Term and not disclose or use such Confidential Information except in performance of the Receiving Party’s obligations hereunder. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party, (ii) lawfully received by the Receiving Party from any third party without restrictions, (iii) publicly and generally available, free of confidentiality restrictions; or (iv) required to be disclosed by law, provided that the Receiving Party provides prompt notice of such requirement to the Disclosing Party. The Receiving Party shall restrict disclosure of Confidential Information to those of the Receiving Party’s employees and officers with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Service Provider will not disclose any information regarding the results of any testing or evaluation of the Site or Application to any third party without tagatime’s prior written consent.

Indemnification.

Service Provider shall defend, indemnify and hold harmless tagatime from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which tagatime may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to any breach of these Terms by Service Provider or any use by the Service Provider of the Application not in accordance with applicable law.

Disclaimer.

Your use of the Application is at your sole discretion and risk. The Application (including any content or analysis of data available through the Application) is provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind from tagatime. tagatime expressly disclaims any warranties, including without limitation, express or implied warranties of merchantability, fitness for a particular purpose, title or non-infringement. Any reliance on the Application (including any content or analysis of data available through the Application) is at Service Provider’s own risk, and tagatime disclaims any warranties, express or implied, (i) regarding the security, accuracy, reliability, timeliness and performance of the Application; or (ii) that the Application will be error-free or that any errors will be corrected; or (iii) regarding the performance of or accuracy, quality, currency, completeness or usefulness of any information provided by the Application. tagatime is not responsible for any content posted on the Service Provider’s Site including any third party advertisements. tagatime does take any responsibility for the goods or services provided by the Service Provider. No advice or information, whether oral or written, obtained by you from tagatime, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk.

Limitation of Liability.

tagatime has no liability in respect of any products, services, advice, data or information that you may provide to any of your customers, and you agree to accept all liability in respect of the foregoing. in no event shall tagatime, its directors, officers, employees, agents or shareholders, be liable to Service Provider, any Customer or any other third party for any damages, including but not limited to general, incidental, consequential, indirect, direct, special or punitive damages, arising out of or relating to the Application (including without limitation damages in respect of lost data and lost profits). tagatime’s entire liability under any provision of these terms shall not exceed amounts you have paid to tagatime to use the Application. As such, if you have not made any payment to Tagatime to use the Application, tagatime shall have no liability to you in respect thereof. tagatime is not responsible for any connections to or from the Internet. tagatime is not responsible for any telephone network or lines or computer systems or servers. Under no circumstances shall tagatime be responsible for any loss or damage resulting from use of the Application, from any content posted on or through the Application, or from the conduct of any employees or agents of Service Provider or Customers of the Site or Application, whether online or offline.

Promotion; Publicity.

The parties may agree to issue a joint press release in a form mutually agreeable to the parties announcing the formation of the relationship between the parties. The text of such press release and announcements, and any future announcement or publication concerning the existence or terms of this agreement, shall be mutually agreed to by the parties prior to publication, except that either party may re-publish information contained in a previously approved press release, including on a party’s website and in marketing materials.

Term.

The term of this agreement shall commence on the date Service Provider accepts these Terms and shall continue indefinitely unless otherwise terminated in accordance with these Terms (the “Term”). Either party may terminate this agreement with advance written notice of 7 days, provided, however, that tagatime may terminate these Terms and all rights granted hereunder without notice if Service Provider shall use or market the Application in violation of these Terms or any applicable law, rule or regulation. Upon expiration or termination of these Terms for any reason, (a) Service Provider shall immediately remove the Application from the Site and cease to make any use of the Application (including any information or analysis provided through the Application); and (b) Service Provider shall promptly return to tagatime all copies of tagatime Confidential Information or destroy same. Sections ‎2 (Restrictions), ‎3 (Site and Site Terms), ‎5 (Intellectual Property), ‎6 (Privacy), ‎8 (Confidentiality), ‎9 (Indemnification), ‎10 (Disclaimer), ‎11 (Limitation of Liability), ‎13 (Term) and ‎14 (Miscellaneous) shall survive the termination or expiration of these Terms for any reason.

Miscellaneous.

tagatime and Service Provider are and intend to remain independent parties. Nothing contained in these Terms shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, partner or employee of the other. Neither party shall have any right to bind the other party. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements between the parties regarding the subject matter hereof. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition. tagatime may assign its rights or obligations pursuant to these Terms. Service Provider agrees not to assign any rights under these Terms; any attempted assignment shall be null and void. If any provision of these Terms shall be deemed invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of Israel, and the competent courts in Tel-Aviv/Jaff, Israel shall have exclusive jurisdiction to hear any disputes arising hereunder.