CYBERAD Publisher Terms of Use

1.      Introduction

Welcome to CYBERAD™ ("CyberAd")! We hope you will enjoy our website and services but before we can start there are terms and conditions you need to review and approve. By using the System on CyberAd website (the “Website”), you are agreeing to be bound by the following terms, including the terms available by hyperlink in the Privacy Policy, (hereinafter the "Publisher Terms of Use" or "Publisher Agreement") with Targeted Media Services (T.M.S) Ltd.

Before you start using the CyberAd system, you must read and accept all of the terms and conditions in, and linked to these Publisher Terms of Use, as well as the terms in the linked Privacy Policy. We strongly recommend that, as you read these Publisher Terms of Use, you also access and read the linked information, including the Privacy Policy.

2.      CyberAd's System

           2.1.  CyberAd provides you with a system for streaming secondary video programs, such as advertisements ("Secondary Program(s)"), on primary video programs, such as movies ("Primary Program(s)"), over the Internet during specific airtime periods offered by you, during the streaming of a Primary Program ("Placement(s)") to a targeted viewer (altogether the "System"). In order to allow a user (the "Viewer") to view a Primary Program provided by you with a Secondary Program provided by a third party (the "Advertiser") via Flash or WMV, you must download CyberAd instructions and sample code  into the Flash or WMV Player employed by you.

           2.2.      When a Viewer chooses a certain Primary Program streamed from your website, which is to be viewed with a Secondary Program provided by an Advertiser, the System first identifies the Viewer's geographical location and language preferences according to the Viewer's IP address, browser language and other sources of information. In addition, CyberAd uses "cookies" to store certain information on the Viewer's computer (For more information about the data collected by CyberAd from and about the System's users and about the use of "cookies", please visit our Privacy Policy and Viewer Terms of Use . Thereafter, in accordance with guidelines, terms and conditions pre-determined by you, the Advertiser, and/or CyberAd for the purpose of matching between a certain Secondary Program and a desired targeted Viewer, the System inserts the appropriate Secondary Program into the Viewer's chosen Primary Program. During the streaming of the Primary and Secondary Programs, the Viewer will be able to contact the Advertiser directly, by clicking on the Secondary Program itself.

3.      Intellectual Property Rights

The System and the content on the Website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like, and the trademarks, service marks and logos contained therein (collectively the "Material"), are owned by or licensed to CyberAd, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Secondary Program, including any and all intellectual property rights related thereto, is owned by or licensed to the respective Advertiser. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any of the Material and/or a Secondary Program without the prior express written permission of CyberAd and/or Advertiser, respectively.

4.      Abuse of CyberAd

           4.1.      You may not (i) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Material and/or the System and/or the Website in any way; (ii) create a browser or border environment around CyberAd Material, Website and/or System (no frames or inline linking); (iii) interfere with or disrupt the operation of this Website and/or the System, or the servers or networks that host the Website and/or the System or make this Website and/or the System available, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers, or networks.

           4.2.      Without limiting other remedies, CyberAd may limit, suspend, or terminate its service, including the System and Account (as defined in section 5), prohibit access to its Website and take technical and legal steps to deny access, use and/or participation of Publisher, Viewer and/or Advertiser  in and/or to the Website and/or System, upon its sole discretion, including if CyberAd thinks that they are problematic, hazardous or unlawful acts that are inconsistent with the letter or spirit of CyberAd's agreements and/or Terms of Use, business and/or concept or do not comply with the provisions set forth in the relevant agreement. CyberAd also reserves the right to cancel any unconfirmed Accounts.

5.      Your Account

In order to access to the Website and System you must obtain an account (an "Account"). You must provide accurate and complete information for creating an account, including an accurate e-mail address for receiving notices from CyberAd. You are solely and fully responsible for maintaining the confidentiality of the password and Account and for all activities that occur under your password or Account. You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of CyberAd. You must notify CyberAd immediately of any unauthorized use of your password or Account or any other breach of security. CyberAd cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these terms or from any unauthorized use of your password or Account or any other breach of security. You may be liable for the losses of CyberAd or others due to any such use.

6.      Primary Program 

           6.1.      You hereby represent and warrant that (i) you have all rights, power and authority to enter into this Publisher Agreement and to fully perform your obligations hereunder, including to offer for sale Placements for Secondary Program(s) to be streamed with your Primary Program(s); (ii) the execution of this Publisher 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;  (iii) you are the exclusive owner of all right, title and interest in and to all Primary Program and any and all intellectual property rights related thereto or have been granted by the owner full authority and right to any Primary Program and any and all intellectual property rights related thereto required for fulfillment of the purpose herein; (iv) any Primary Program does not infringe any third party rights including any intellectual property rights; (v) any Primary Program complies with and does not breach any national and international law, rule and regulation; and (vi) any Primary Program would not constitute or encourage a criminal offense, violate the rights of any party, be regarded to as illegally offensive or would otherwise create liability or violate any local, state, national, or international law.

           6.2.      You are solely and fully responsible for protecting any Primary Program of yours, through, for example, employing Digital Right Management means, from and against any unauthorized copying, distribution and any other use. CyberAd is not and shall not be liable in any way for any third party, including Viewer actions and/or use of any Primary Program.

           6.3.      CyberAd may, upon its sole discretion and without reasoning, remove any Primary Program from its listing in the System and will not allow (i) any sale and/or offering for sale of any Placement and/or (ii) streaming of a Secondary Program with the said removed Primary Program, through CyberAd's System.

7.      Secondary Program

           7.1.      It is your sole responsibility to accept or reject (by indicating electronically through the System your acceptance or rejection), any Secondary Program before it can be streamed with your Primary Program to a Viewer. You can indicate electronically your acceptance or rejection only after viewing the relevant Secondary Program including, in case of a rejection, the reasons for the rejection. In addition, if you decided to terminate or cancel any Secondary Content after it has been approved by you but before its streaming you must notify in writing through the System and in advance, both CyberAd and the relevant Advertiser, about any such cancellation or termination of a Secondary Program and indicate your reasons for terminating or cancelling your previous acceptance. Any Secondary Program rejected by you in advance, will not be streamed with your Primary Program to a Viewer. 

           7.2.      CyberAd may, upon its sole discretion and without explanation, reject the streaming of any Secondary Program, whether approved by you or not.

           7.3.      You must indicate in advance, electronically, in the section for Primary Program Description in the System, any and all terms and conditions (the "Special Terms") to be imposed on an Advertiser who wishes to purchase Placements offered by you. Only an Advertiser that has agreed electronically and in advance, to the CyberAd Advertiser Terms of Use , may purchase such Placement.

     7.4.         

           7.5.      As a default and if applicable, the language of a Secondary Program that may be streamed with your Primary Program will match either the language of your Primary Program, or the first official language of the country of a targeted Viewer. You may control the language of a Secondary Program which will be streamed with your Primary Program, by indicating electronically via the System, whether you wish to limit the language of a Secondary Program to the default options specified above, or enable a Secondary Program whose language matches (i) the Viewer's browser language; or (ii) the Viewer's keyboard language.

7.5 The same Secondary Program will not be streamed to the same Viewer's IP Address  more than once in 30 (thirty) consecutive minutes, unless an Advertiser has requested such streaming through the Reserved (RSD) option, according to section 22.1.1 herein. In case a Viewer initiated a pause of the program for more than 3 hours in total during the streaming of a Primary Program, the System will re-match Secondary Programs pre-approved by you to the streamed Primary Program, in accordance with the terms and conditions determined by you, Advertiser and/or CyberAd.

7.6 You hereby acknowledge and agree that streaming of a Secondary Program approved by you with your Primary Program to a Viewer, may be disturbed or may not be available at all times or in all areas due to various reasons including but not limited to, outmoded Viewer's device and/or numerous bandwidth problems. As a result a Viewer may be able to watch Primary Program(s) without Secondary Program(s), in whole or in part. In such case, and with no liability whatsoever to CyberAd, the System will not charge the Advertiser and will not compensate you.

8.      Publisher's Obligations

                 8.1.      Publisher must provide a prominent, explicit and clear notice informing Viewers of the following: (i) the CyberAd system is used on the Publisher's website; (ii) CyberAd will collect Viewers' IP address, browser type and browser language in order to provide better service and display relevant ads; (iii) By entering and using Publisher's website, the Viewers are agreeing to be bound by CyberAD Viewer Terms of Use and Privacy Policy; and (iv) CyberAd is using a standard "Cookie", an explanation of which can be found in  the Privacy Policy.

           8.2.      Publisher shall provide links to the CyberAD Viewer Terms of Use and Privacy Policy.

           8.3.      Publisher acknowledges and agrees to follow all the competent laws and regulations, including without limitation Privacy laws and regulations, including regarding registration of database and safekeeping of personal information.

9.      Compensation and Fees

In order to create an Account and use the System you must have a valid account which enables internet monetary withdrawals. The registration to CyberAd and the creation of an Account is free of charge. However, you may be charged a fee for the services provided to you by CyberAd. When you use the System you have an opportunity to review and accept the fees that you will be charged, based on CyberAd's Fee Schedule which CyberAd may update from time to time. Changes to the Fee Schedule are effective fourteen (14) days from the day CyberAd posts the changes on the Website. Unless otherwise stated, all fees are quoted in U.S. Dollars. CyberAd will update its internal records daily including updates or amendments, of the compensation due to you from an Advertiser. CyberAd will collect the fees owed to it by you, by automatically deducting said fees from the compensation forwarded to you from the Advertiser, or by invoicing you. CyberAd will notify you on a monthly basis of your compensation balance, according to CyberAd's internal records. Only after sending an invoice for said balance to CyberAd, will you be allowed to withdraw and transfer said balance, to your account. CyberAd shall not bear and shall not be responsible for any and all costs and expenses associated with the transfer of the balance to your account, including any commission or fees. You shall bear any and all costs and expenses associated with the transfer of the balance to your account, including any commission or fees. 

10. Privacy

CyberAd respects your privacy and is committed to protect the personal information that you share with it. CyberAd believes you have a right to know its practices regarding the information CyberAd may collect when you visit the Website. CyberAd policy and practices and the type of information collected, are described in the Privacy Policy

11. Links to Third Party Sites

Certain links provided herein permit you to leave the Website and enter non-CyberAd World Wide Web sites or resources. These linked sites are provided solely for your convenience. These linked sites are not under the control of CyberAd and CyberAd is not responsible for the availability of such external sites or resources, does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such linked sites or any link contained in a linked site. CyberAd reserves the right to terminate any link at any time. You further acknowledge and agree that CyberAd shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked sites or resource.

12. Liability

The Secondary Program, the Material, the System and any other content at the Website are provided on an "As Is" or "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 merchantability or fitness for a particular purpose, is made in relation to the availability, accuracy, reliability or content. 

You will not hold CyberAd responsible for actions or inactions of others, including any Viewer's and/or Advertiser's actions or inactions. You acknowledge that the Website and System function as a venue to allow Publishers and Advertisers to offer, sell, and buy Placement(s), at anytime, from anywhere. Other than CyberAd's undertakings in Section 9 above, CyberAd is not involved in any way or manner in the relation and/or communication and/or actual transaction between you and Advertisers and/or Viewers and is not party, in any way, to any transaction or transfer of any right to, or legal ownership of Placement(s), from you to the Advertiser. CyberAd has no control over and does not guarantee the quality, safety or legality of Primary Programs and/or Secondary Programs, the ability of Advertisers to pay for the Placements purchased by them, or that an Advertiser will actually complete a transaction. Further, CyberAd cannot guarantee continuous or secure access to its System and/or Website, and operation of the System and/or Website may be interfered with by numerous factors outside of CyberAd's control. Accordingly, to the extent legally permitted, CyberAd excludes all implied warranties, terms and conditions. Other than as set forth in section 9 above, CyberAd is not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of the System and/or Website. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraph, if CyberAd is found to be liable, CyberAd's liability to you or to any third party is limited to the greater of (a) the total fees you paid to CyberAd in the 12 months prior to the action giving rise to the liability; or (b) US$100.

13. Indemnity

You agree to defend, indemnify and hold harmless CyberAd, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of this Publisher Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Primary Programs caused damage to a third party. This defense and indemnification obligation will survive this Publisher Agreement and your use of the Website.

14. General

This Publisher Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Website and/or System or its use thereof will be governed by and interpreted in accordance with the laws of England and Wales, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Website and/or the System will be brought in, and you hereby consent to the exclusive jurisdiction of the Royal Courts of Justice, London, England.  You agree to waive all defenses of lack of personal jurisdiction and forum non-conveniens and agree that process may be served in a manner authorized by applicable law or court rule. If any provision of this Publisher Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Publisher Agreement and will not affect the validity and enforceability of any remaining provisions. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under this Publisher Agreement without CyberAd's prior express written consent. 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. This Publisher Agreement constitutes the entire terms and conditions between you and CyberAd relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and CyberAd. CyberAd may amend this Publisher Agreement at any time by posting the amended terms on the Website. Except as stated elsewhere, all amended terms shall automatically be effective fourteen (14) days after they are initially posted on the Website.

15. Copyright Agent

CyberAd respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to CyberAd's Copyright Agent: (i) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) A description of the copyrighted work that you claim has been infringed; (iii) A description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit CyberAd to locate the material; (iv) Information so that CyberAd can contact you, such as address, telephone number and e-mail address; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) A statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. CyberAd's Copyright Agent can be reached as follows:info@cyberadworld.com.

For information or questions please contact: info@cyberadworld.com

CYBERAD Advertiser Terms of Use

1.      Introduction

Welcome to CYBERAD™ ("CyberAd")! We hope you will enjoy our website and services but before we can start there are terms and conditions you need to review and approve. By using the System on CyberAd website (the “Website”), you are agreeing to be bound by the following terms, including the terms available by hyperlink in the Privacy Policy, (the "Advertiser Terms of Use" or "Advertiser Agreement") with Targeted Media Services (T.M.S) Ltd.

Before you start using the CyberAd system, you must read and accept all of the terms and conditions in, and linked to these Advertiser Terms of Use, as well as the terms in the linked Privacy Policy. We strongly recommend that, as you read these Advertiser Terms of Use, you also access and read the linked information, including the Privacy Policy.

2.      CyberAd's System

           2.1.  CyberAd provides you (the "Advertiser") with a system for streaming secondary video programs, such as advertisements ("Secondary Program(s)"), in primary video programs, such as movies ("Primary Program(s)"), over the Internet during specific airtime periods ("Placement"). Placements are offered to you by the owner or the authorized user of a Primary Program (the "Publisher") during the streaming of a Primary Program to a targeted viewer (the "Viewer") (altogether the "System").

           2.2.      When a Viewer chooses a certain Primary Program streamed from a Publisher's website which is to be viewed with a Secondary Program provided by you, the System first identifies the Viewer's geographical location and language preferences according to the Viewer's IP address, browser language and other sources of information. In addition, CyberAd uses "cookies" to store certain information on the Viewer's computer (for more information about the data collected by CyberAd from and about the System's users and about the use of "cookies", please visit our Privacy Policy and the Viewer Terms of Use). Thereafter, according to a set of terms and conditions pre-determined by you and Publisher for matching between certain Secondary Program and a targeted Viewer, the System inserts the appropriate Secondary Program into Viewer's chosen Primary Program. During the streaming of the Primary and Secondary Programs, Viewer may be able to contact you directly by, clicking on the Secondary Program itself.

3.      Intellectual Property Rights

The System and the content on the Website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein (collectively the "Material"), are owned by or licensed to CyberAd, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Primary Program, including any and all intellectual property rights related thereto, is owned by or licensed to the respective Publisher. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any of the Material and/or a Primary Program without the prior express written permission of CyberAd and/or Publisher, respectively.

4.      Abuse of CyberAd

           4.1.      You may not (i) modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Material and/or the System and/or the Website in any way; (ii) create a browser or border environment around CyberAd Material, Website and/or System (no frames or inline linking); (iii) interfere with or disrupt the operation of this Website and/or the System, or the servers or networks that host the Website and/or the System or make this Website and/or the System available, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks.

           4.2.      Without limiting other remedies, CyberAd may limit, suspend, or terminate its service, including the System, and Account (as defined below), prohibit access to its Website and take technical and legal steps to deny access of Publisher, Viewer and/or Advertiser to the Website upon its sole discretion, including if CyberAd thinks that there are problematic, hazardous, or unlawful acts that are inconsistent with the letter or spirit of CyberAd's agreements or Terms of Use, business and/or concept or do not comply with the provisions set forth in the relevant agreement/Terms of Use. CyberAd also reserves the right to cancel any unconfirmed Accounts.

5.      Your Account

In order to access the Website and System you must obtain an account (an "Account"). The registration to CyberAd and the creation of an Account is free of charge. However, in order to make the first Purchase of a Placement by CyberAd payment system, unlike in case of paying directly to a Publisher, you will have to make an initial Deposit as defined in Section 21.1 below. You must provide accurate and complete information for creating an account, including an accurate e-mail address for receiving notices from CyberAd. You are solely and fully responsible for maintaining the confidentiality of the password and Account and for all activities that occur under your password or Account. You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of CyberAd. You must notify CyberAd immediately of any unauthorized use of your password or Account or any other breach of security. CyberAd cannot and will not be liable for any loss or damage arising from any failure of yours to comply with these terms or from any unauthorized use of your password or Account or any other breach of security. You may be liable for the losses of CyberAd or others due to such use.

6.      Representations and Warranties 

           6.1.      You hereby represent and warrant that (i) you have all rights, power and authority to enter into this Advertiser Agreement and to fully perform your obligations hereunder; (ii) the execution of this Advertiser 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;  (iii) you are the exclusive owner of all rights, titles and interests in and to all Secondary Programs provided by you and/or through you, and any and all intellectual property rights related thereto, or have been granted by the owner full authority and rights to any Secondary Program and any and all intellectual property rights related thereto required for fulfillment of the purpose herein; (iv) no Secondary Program provided by you and/or through you infringes any third party rights including any intellectual property rights; (v) all Secondary Programs provided by you or/through you comply with and do not breach any national and international law, rule and regulation; (vi) all and any Secondary Programs provided by you and/or through you, will not constitute or encourage a criminal offense, violate the rights of any party, be regarded to as illegally offensive or would otherwise create liability or violate any local, state, national, or international law; (vii) you have provided all accurate, correct and necessary information regarding your Secondary Program(s), including regarding the content of your Secondary Program(s) and any other information which might be relevant for the streaming of your Secondary Program(s) through the System.

           6.2.      You are solely and fully responsible for protecting any Secondary Program of yours, through, for example, employing Digital Right Management means, from and against any unauthorized copying, distribution and any other use. CyberAd is not and shall not be liable in any way for any third party, including Viewer, actions and/or use of any Secondary Program.

7.      Conditions for Streaming Secondary Program

           7.1.      A Secondary Program may be streamed with a Primary Program only after the following conditions are met:

                                         7.1.1.      You have agreed to these Advertiser Terms of Use, and the special terms set forth by the relevant Publisher (collectively the "Terms") and you have purchased from a Publisher one or several Placements (i) through the Reserved (RSD) option, in which you indicate the specific Placements in which you want your Secondary Program streamed or whether you have no particular preference thereto; (ii) through the Match On Line (MOL) option, where you only indicate the specific Primary Program you wish your Secondary Program to be streamed with, and the System will stream your Secondary Program upon availability; or (iii) through an exclusivity option which allows you to prevent the streaming of Secondary Programs which are from the same product category as yours Secondary Programs, in either (a) a specific Placements within a Primary Program in which your Secondary Program shall be streamed exclusively, or (b) a specific Primary Program in which your Secondary Program shall be streamed exclusively. Please note that any Secondary Program streamed under the RSD option will have priority over any Secondary Program streamed under MOL option. Therefore, your Secondary Program might not be streamed if you choose the MOL option and another Advertiser has purchased the RSD and/or exclusivity option. The price for any of these purchase options (either RSD or MOL) shall be determined by the respective Publisher, upon his sole discretion. 

                                         7.1.2.      You must define and indicate the correct and accurate language of your Secondary Program. A Publisher has the right to determine the language of a Secondary Program to be streamed with its Primary Program by indicating electronically via the System one of the following options: (i) the default: the language of a Secondary Program that may be streamed with a Primary Program should match either the language of the relevant Primary Program or the official first language in the country of a targeted Viewer; (ii) The language of a Secondary Program should match the Viewer's browser language; or (iii) The language of a Secondary Program should match the Viewer's keyboard language.

                                         7.1.3.      Your Secondary Program has met all the terms and conditions set forth herein, as well as the Special Terms set forth by the Publisher and was viewed and approved for streaming by the relevant Publisher. A Publisher may not approve a Secondary Program or, at any time, upon it sole discretion and without explanation, terminate an approval granted by him, without any liability whatsoever to CyberAd.

                                         7.1.4.      There is a balance in the amount equal to, or greater than $200 in your Account (as defined below), if you purchase by CyberAd payment system. 

           7.2.      Any attempt to circumvent, mislead, hide details or abuse the System or the Terms of Use by, for example, presenting false information regarding the content of a relevant Secondary Program, is strictly forbidden. You hereby agree that a breach of this prohibition by you and/or anyone on your behalf may cause irreparable injury to CyberAd, entitling CyberAd to receive compensation from you in the amount detailed in the Fee Schedule in addition to any other legal and equitable remedies available to it under applicable laws.

           7.3.      You hereby acknowledge and agree that any Secondary Program of yours, even if approved by a Publisher, may not be streamed through the System within a Primary Program, if another Advertiser has purchased a right for exclusive streaming from the Publisher of the same Primary Program.

           7.4.      You may remove or cancel the streaming of Secondary Program purchased under the MOL option after its approval by a Publisher. Removal or cancellation of a Secondary Program purchased under the RSD option after its approval by a Publisher shall be subject to a removal fee specified in CyberAd Fee Schedule which CyberAd may update from time to time. Changes to this Fee Schedule are effective fourteen (14) days from the date CyberAd posts the changes on the Website.

           7.5.      CyberAd may, upon its sole discretion and without explanation, remove or reject the streaming through its System, of any Primary Program and/or any Secondary Program whether approved by a Publisher or not.

           7.6.      A Secondary Program which was not streamed with any Primary Program for 90 (ninety) days may be removed from CyberAd's list of Secondary Program and/or from the System, upon CyberAd's sole discretion and without explanation.  

           7.7.      The same Secondary Program will not be streamed to the same IP Address more than once in 30 (thirty) consecutive minutes, unless you requested such streaming through the Reserved (RSD) option, according to section 20.1.1 herein. In case a Viewer initiated a pause of the program for more than 3 hours in total, during the streaming of a Primary Program, the System will re-match Secondary Program already approved by a Publisher, with the streamed Primary Program in accordance with the terms and conditions set by you, the Publisher and/or CyberAd.

           7.8.      You hereby acknowledge and agree that streaming of your Secondary Program(approved by a Publisher), together with a Primary Program provided by a Publisher, to a Viewer, may be disturbed or may not available at all times or in all areas due to various reasons such as outmoded Viewer's device and/or numerous bandwidth problems. As a result a Viewer may be able to watch Primary Program(s) without Secondary Program(s), in whole or in part. In such case, and with no liability whatsoever to CyberAd, the System will not charge you for the Placements purchased by you regarding the relevant Primary Program and will not compensate you.

8.      Fees

           8.1.      In order to make the first purchase of a Placement by CyberAd payment system you must deposit at least $200 (Two hundred U.S. Dollars) in CyberAd's account, details of which shall be provided to you by CyberAd (the "Deposit"). If you do not purchase any Placement(s) within 90 (ninety) days following the date of opening an Account, $50 (fifty U.S. Dollars) out of the Deposit will become non-refundable and shall be considered a registration fee.

           8.2.      CyberAd will update its internal records daily including all payments to be paid by you to a Publisher, in the amounts agreed upon between the Publisher and yourself, only after your Secondary Program was successfully streamed to a Viewer.

           8.3.      Once every month CyberAd will transfer from your Deposit any and all payments to be paid by you by CyberAd payment system to a Publisher to the account of the relevant Publisher. CyberAd will not be liable for any payment deducted from your account as a result of a mistake or technical problem encountered by a third party.

9.      Privacy

CyberAd respects your privacy and is committed to protect the personal information that you share with it. CyberAd believes you have a right to know its practices regarding the information CyberAd may collect when you visit the Website and the type of information that is collected, as described in the Privacy Policy.

10. Links to Third Party Sites

Certain links provided herein permit you to leave the Website and enter non-CyberAd World Wide Web sites or resources. These linked sites are provided solely for your convenience. These linked sites are not under the control of CyberAd and CyberAd is not responsible for the availability of such external sites or resources, does not endorse and is not responsible or liable for any content and/or program advertising products or other materials, on or available from such linked sites, or any link contained in a linked site. CyberAd reserves the right to terminate any link at any time. You further acknowledge and agree that CyberAd shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked sites or resource.

11. Liability

The Primary Program, the Material, the System and any other content at the Website are provided on an "As Is" or "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 merchantability or fitness for a particular purpose, is made in relation to the availability, accuracy, reliability or content. 

You will not hold CyberAd responsible for actions or inactions of others, including Viewer's, Publisher's and/or Advertiser's actions or inactions. You acknowledge that the Website and System are a venue to allow Publishers and Advertisers to offer, sell, and/or buy Placements, at anytime, from anywhere. Other than CyberAd's undertakings in section 22 above, CyberAd is not involved in any way or manner in the relation and/or communication and/or actual transaction between you and Publishers and/or Viewers and is not party, in any way, to any transaction or transfer of any right to, or legal ownership of Placement(s) from a Publisher to you. CyberAd has no control over and does not guarantee the quality, safety or legality of Primary Programs and/or Secondary Programs. Furthermore, CyberAd cannot guarantee continuous or secure access to its System and/or Website, and operation of the System and/or Website may be interfered with by numerous factors outside of CyberAd's control. Accordingly, to the extent legally permitted, CyberAd excludes all implied warranties, terms and conditions. Other than as set forth in section 22 above, CyberAd is not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of the System and/or Website. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraph, if CyberAd is found to be liable, CyberAd's liability to you or to any third party is limited to the greater of (a) the total fees you paid to CyberAd in the 12 months prior to the action giving rise to the liability, or (b) US$100.

12. Indemnity

You agree to defend, indemnify and hold harmless CyberAd, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Advertiser Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Secondary Program caused damage to a third party. This defense and indemnification obligation will survive this Advertiser Agreement and your use of the Website.

13. General

This Advertiser Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the Website and/or System or its use thereof will be governed by and interpreted in accordance with the laws of England and Wales, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Website and/or the System will be brought in, and you hereby consent to the exclusive jurisdiction of the Royal Courts of Justice, London, England. . You agree to waive all defenses of lack of personal jurisdiction and forum non-conveniens and agree that process may be served in a manner authorized by applicable law or court rule. If any provision of this Advertiser Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Advertiser Agreement and will not affect the validity and enforceability of any remaining provisions. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under this Advertiser Agreement without CyberAd's prior express written consent. 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. This Advertiser Agreement constitutes the entire terms and conditions between you and CyberAd relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and CyberAd. CyberAd may amend this Advertiser Agreement at any time by posting the amended terms on the Website. Except as stated elsewhere, all amended terms shall automatically be effective fourteen (14) days after they are initially posted on the Website.

14. Copyright Agent

CyberAd respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to CyberAd's Copyright Agent: (i) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) A description of the copyrighted work that you claim has been infringed; (iii) A description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit CyberAd to locate the material; (iv) Information so that CyberAd can contact you, such as address, telephone number and e-mail address; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) A statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. CyberAd's Copyright Agent can be reached as follows:info@cyberadworld.com.

For information or questions please contact: info@cyberadworld.com

CYBERAD Viewer Terms of Use

CyberAd Viewer Terms of Use

1.      Introduction

Welcome to CYBERAD™ ("CyberAd")! We hope you will enjoy our software and services but before we can start there are terms and conditions you need to review and approve. By entering CyberAd's website (the “Website”) or using any services related thereto provided on Publisher's website, you are agreeing to be bound by the following terms, including the terms available by hyperlink in the Privacy Policy (the "Viewer Terms of Use") with Targeted Media Services (T.M.S) Ltd.

Please read and accept all of the terms and conditions in these Viewer Terms of Use, as well as in the linked Privacy Policy. We strongly recommend that, as you read these Viewer Terms of Use, you also access and read the linked information, specifically, the Privacy Policy.

2.      CyberAd's System and Viewer Rights, Obligations and Representation

           2.1.      You hereby represent and warrant that you have all rights, power and authority to enter into these Viewer Terms of Use and to fully perform your obligations hereunder.

           2.2.      CyberAd provides a system for streaming secondary video programs, such as advertisements ("Secondary Program(s)"), on primary video programs, such as movies ("Primary Program(s)"), over the Internet, during specific airtime periods (the "Placement(s)"). The Placements are offered by the owner of a Primary Program (the "Publisher") to the owner of a Secondary Program (the "Advertiser").

           2.3.      CyberAd provides you with the ability to view Primary Program(s) combined with Secondary Program(s). However, it is hereby acknowledged and agreed that as a condition for viewing the Primary Program directly from a Publisher's website you (i) must view the Secondary Program combined with the Primary Program; and (ii) do not skip, or in any way bypass any Secondary Program provided. 

           2.4.      When you choose a certain Primary Program from a Publisher's website, the System first identifies your geographical location and your language preferences according to your IP address, browser language and other sources of information ("Viewer Information"). In addition, CyberAd uses "cookies" to store certain information on your computer (for more information about the data collected by CyberAd from and about the System's users and about the use of "cookies", please visit our Privacy Policy). Thereafter, according to a set of terms and conditions pre-determined by a Publisher, an Advertiser and/or CyberAd, a match is made between a specific Secondary Program, a Primary Program chosen by you (the Viewer) and Viewer Information. The System then automatically inserts the appropriate Secondary Program into your desired Primary Program. During the streaming of the Primary and Secondary Programs, you may be able to contact the Advertiser directly, by clicking on the Secondary Program itself.

           2.5.      The same Secondary Program will not be streamed to you more than once in 30 (thirty) consecutive minutes, unless an Advertiser specifically requested such streaming through the Reserved (RSD) option, according to section 22.1.1 herein. In cases you initiate a pause of more than 3hours in total, during the streaming of a specific Primary Program, the System will re-match Secondary Programs that have been approved by a Publisher in advance, with the same Primary Program, in accordance with the terms and conditions pre-determined by the Publisher, Advertiser and/or CyberAd.

           2.6.      You hereby acknowledge and agree that the streaming of Secondary Programs together with Primary Programs to you, may be disturbed or may not be available at all times or in all areas, due to various reasons including, but not limited to, outmoded Viewer's device and/or numerous bandwidth problems, etc.

3.      Intellectual Property Rights

The System and the content on the Website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like and the trademarks, service marks and logos contained therein (collectively the "Material"), are owned by or licensed to CyberAd, and subject to copyright and other intellectual property rights under United States, foreign laws and international conventions. The Primary and Secondary Programs, including any and all intellectual property rights related thereto, are owned by, or licensed to Publisher or Advertiser, respectively. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any of the Material and/or a Primary and/or Secondary Program without the prior express written permission of CyberAd, Publisher and/or Advertiser, respectively.

4.      Privacy

CyberAd respects your privacy and is committed to protect the personal information that you share with it. CyberAd believes you have a right to know its practices regarding the information CyberAd may collect when you visit the Website and the type of information collected, as described in the Privacy Policy.

5.      Abuse of CyberAd

           5.1.      You may not (i) circumvent, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Material and/or the System and/or the Website in any way; (ii) create a browser or border environment around CyberAd Material, Website and/or System (no frames or inline linking); (iv) interfere with or disrupt the operation of this Website and/or the System, or the servers or networks that host the Website and/or the System or make this Website and/or the System available, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers, or networks; (v) circumvent in any way, modify, adapt, translate, reverse engineer, decompile, or disassemble any Primary and/or Secondary Program, for any purpose, including for the purpose of viewing, copying, distributing or making any other use of the Primary Programs and/or the Secondary Programs, whether alone or combined together with the Secondary or Primary Program, respectively.

           5.2.      Without limiting other remedies, CyberAd may limit, suspend, or terminate its service including the System, prohibit access to its Website and take technical and legal steps deny you access to the Website and/or System upon its sole discretion, as well as if CyberAd thinks that there are problematic, hazardous or unlawful, acts that are inconsistent with the letter or spirit of CyberAd's agreements or Terms of Use, business and/or concept, or do not comply with the provisions set forth in the relevant Terms of Use.

6.      Links to Third Party Sites

Certain links provided herein permit you to leave the Website and enter other World Wide Web sites or resources. The linked sites are provided solely for your convenience. These linked sites are not under the control of CyberAd. CyberAd is not responsible for the availability of such external sites or resources, does not endorse and is not responsible or liable for any content advertising products or other materials on or available through such linked sites, or any link contained within a linked site. CyberAd reserves the right to terminate any such link at any time. You further acknowledge and agree that CyberAd shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked sites or resource.

7.      Liability

The primary programs, The Secondary Programs, the Material, the System and any other content in the Website are provided on an "As Is" or "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 merchantability or fitness for a particular purpose. No warranty whatsoever is made in relation to the availability, accuracy or reliability of content, or to the content itself. 

You will not hold CyberAd responsible for actions or inactions of others, including Publisher's and/or Advertiser's actions or inactions. You acknowledge that the Website and System function as a venue to allow Publishers and Advertisers to offer, sell, and/or buy Placements, at anytime, from anywhere. Other than the monetary transactions in connection with the billing of and payments to Advertiser and Publisher respectively, CyberAd is not involved in any way or manner in the relation and/or communication and/or actual transaction between any Publishers, Advertisers and/or Viewers and is not party, in any way, to any transaction or transfer of any right to, or legal ownership of Placement(s), from any Publisher to Advertiser. CyberAd has no control over and does not guarantee the quality, safety or legality of Primary Programs and/or Secondary Programs. Further, CyberAd cannot guarantee continuous or secure access to its System and/or Website, and the operation of the System and/or the Website. The System and/or the Website may be interfered with, by numerous factors outside of CyberAd's control. Accordingly, to the extent legally permitted, CyberAd excludes all implied warranties, terms and conditions. CyberAd is not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of the System and/or Website. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraph, if CyberAd is found liable in any way, in connection with Viewer's use of Website and/or System, CyberAd's liability to you or to any third party is limited to US$100.

8.      Indemnity

You agree to defend, indemnify and hold harmless CyberAd, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website and/or the System; (ii) your violation of any term of these Viewer Terms of Use; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these Viewer Terms of Use and your use of the Website and/or the System.

9.      General

This Viewer Terms of Use 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. Any claim relating to the Website and/or System or its use thereof will be governed by and interpreted in accordance with the laws of England and Wales, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Website and/or the System will be brought in, and you hereby consent to the exclusive jurisdiction of the Royal Courts of Justice, London, England. You agree to waive all defenses of lack of personal jurisdiction and forum non-conveniens and agree that process may be served in a manner authorized by applicable law or court rule. If any provision of this Viewer Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Viewer Terms of Use and will not affect the validity and enforceability of any remaining provisions. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under this Viewer Terms of Use without CyberAd's prior express written consent. 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. These Viewer Terms of Use constitutes the entire terms and conditions between you and CyberAd relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and CyberAd. CyberAd may amend these Viewer Terms of Use at any time by posting the amended terms on the Website. Except as stated elsewhere, all amended terms shall automatically be effective fourteen (14) days after they are initially posted on the Website.

10. Copyright Agent

CyberAd respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to CyberAd's Copyright Agent: (i) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) A description of the copyrighted work that you claim has been infringed; (iii) A description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit CyberAd to locate the material; (iv) Information so that CyberAd can contact you, such as address, telephone number and e-mail address; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) A statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. CyberAd's Copyright Agent can be reached as follows: info@cyberadworld.com.

For information or questions please contact: info@cyberadworld.com

Privacy Policy

Effective: July 23, 2007.

Last Update: July 23, 2007

CyberAD ("CyberAd") respects your privacy and is committed to protect the personal information that you share with us. We believe our users have a right to know our practices regarding the information we may collect when you visit our website at the address www.cyberadworld.com (the "Website"), and/or the system (the "System"), for streaming secondary video programs, such as advertisements ("Secondary Program(s)") in primary video programs, such as movies ("Primary Program(s)") which are streamed from other websites by publishers of primary programs, and the type of information that is collected by CyberAd. The guidelines contained herein apply only to your visit or use of the Website, System, operated by or for CyberAd.

Description of the Service

           1.1. CyberAd provides a System for streaming Secondary Program together with Primary Program, over the Internet to a targeted viewer (the "Viewer"), during specific airtime periods ("Placements"). The Placements are offered by the owner or authorized holder of rights of a Primary Program (the "Publisher") and are purchased by an owner or authorized holder of rights of a Secondary Program (the "Advertiser"). .

Collection of Information

From Publisher and/or Advertiser:

Through your use of the System, CyberAd may collect "personal information, meaning individually identifiable information such as your email address, name, and other information collected during your registration and the creation of an account with the CyberAd Website.

CyberAd may use the information collected and stored regarding Publisher and/or Advertiser, for the regular and proper operation of the System and for contacting Publisher and/or Advertiser.

From Viewer:

Through use of the System, CyberAd may collect information about Viewer's Internet Protocol (IP) address, browser language and keyboard language and the Secondary Programs shown to a Viewer ("Viewer Information").

CyberAd stores the information collected regarding Viewer, for a limited period of time, commencing from the start of the streaming of a Primary Program together with a Secondary Program, and up until the last Secondary Program that had been matched with the specific Primary Program, has been shown to a Viewer ("Streaming Occurrence"). During the streaming of Primary and Secondary Programs, CyberAd may use Viewer information for the matching of Viewer's chosen Primary Program(s) with the appropriate Secondary Program(s), according to the pre-defined Publisher and Advertiser preferences, terms and conditions.

After the final Secondary Program is streamed to Viewer, CyberAd shall store only the part of Viewer's IP address, which indicates Viewer's general geographic area. CyberAd shall keep such non-identifiable and general information for various purposes, including for rating the viewing level of Primary and/or Secondary Programs per geographical area. CyberAd will also store confirmation details of Secondary Programs shown, for billing purposes. For avoidance of doubt, all other Viewer Information and/or any additional identifiable information will be automatically deleted from System at the end of each Streaming Occurrence.

CyberAd will not share any information collected by CyberAd regarding either Publisher, Advertiser and/or Viewer, with any other party, except (a) with Publisher's, Advertiser's and/or Viewer's consent; and/or (b) as may be required by law or by a court order. For avoidance of doubt, viewing information will be kept for billing purposes only.

For instructions on how to request change of any personal information you have provided CyberAd with, please send an email to: info@cyberadworld.com

Cookies

When you visit CyberAd's Websites or use the System, CyberAd may use an industry-wide technology called "cookies" which stores certain information on your computer and which will allow CyberAd to enable automatic sign-in to the System, convenient browsing and/or general use of the System. Most browsers will allow you to erase cookies from your computer hard drive, block acceptance of cookies, or receive a warning before a cookie is stored. However, if you block or erase cookies, your online experience may be limited. Please refer to your browser instructions or help screen to learn more about these functions

Security

CyberAd takes great care in maintaining the security of your information and in preventing unauthorized access to it through the use of appropriate technology and internal procedures. However, CyberAd does not guarantee that unauthorized access will never occur.

Consent to Processing

By entering the Website and/or the System, you fully understand and unambiguously consent to the collection and processing of such information.

Policy Governs Use: Changes to Privacy Policy

The terms of this policy will govern the use of the Website and/or System and any information collected therein. CyberAd reserves the right to change this policy at any time, so please re-visit this page as often as you wish. In case of any material change, CyberAd will replace the "Privacy Policy" link on the home page of our Website with a link titled "Updated Privacy Policy dated July 23, 2007. Changes to this privacy policy are effective as of the stated "Last Update Date and your continued use of the Website and/or System on or after the Last Update date will constitute acceptance of, and agreement to be bound by, those changes.

Questions

If you have any questions or comments about this Privacy Policy, please feel free to send us an email to info@cyberadworld.com.

If you have questions regarding the System, please contact support@cyberadworld.com for further information.