Terms of Use

This document outlines the Terms of Use that apply to all users ("users", "you", "the user") of the http://www.Tuuube.com site (hereinafter referred to as "Tuuube", "Directory", "Search Engine" or "Site") and your use of all of Tuuube's products, software, websites and services (hereinafter referred to as "Services"). These Terms of Use describe the conditions under which Tuuube (the "Company", "we", "us") offers access to the Site. Tuuube is a registered trademark of ZENESSA Ltd.

By using Tuuube, and/or by registering your website(s) or web page(s) on Tuuube, and/or by accessing or using the site in any other way, you accept the Terms detailed in this document. If you do not accept these Terms of Use, you are not authorized to use the Services offered by Tuuube.

The Company reserves the right to change the Terms of Use at any time by uploading a new version of these terms on Tuuube. In the 30-day period immediately following the modification of the Terms of Use, you have the right to withdraw from using the services provided by Tuuube. During this 30-day period, you may notify us of your refusal to adhere to these changes, in which case the contract will cease to be valid, and therefore your right to use Tuuube will be revoked.

These Terms of Use are effective on October 9, 2009.

1. Terms of Use

The Site is intended for people who are at least thirteen (13) years of age; some content may be deemed inappropriate by some parents for teenage audiences. Parental guidance is recommended and parents are strongly recommended to ensure the Public Content Filter is selected at all times. If you are not of legal age to form a binding contract with Tuuube, you must receive parental consent before using the Services offered by Tuuube.

When using one of Tuuube's websites from a specific country, you agree to comply with the Terms of Use of that corresponding site. Failing that compliance, you cannot use the Services. If you have been banned from using Tuuube's Services by any country, you are NOT entitled to use the Services and cannot accept these Terms of Use. Tuuube may stop providing services in a specific country, without prior notice.

You (and your parents or legal guardians if you are under the age of majority in your state of residence: eighteen (18) in most states but nineteen (19) in Alabama and Nebraska and twenty one (21) in Mississippi) must review and accept the following Terms of Use so that you know what you can and cannot do on the Site. By using the Site, you are deemed to have accepted these Terms of Use. If you have not yet reached the age of majority, you must have your parents or legal guardians review these Terms of Use and register for you.

If you are a parent or legal guardian and have not joined in your minor child's agreement to these Terms of Use, please contact us. Parents are advised to supervise their children when they are online.

You acknowledge and agree that Tuuube is entitled to disable access to your account and prevent you from accessing the Services, should it be determined that your behavior did not adhere to these Terms of Use. You would therefore lose access to all account details, information, and all other content associated with your account.

These Terms will continue to apply until terminated by either you or Tuuube as set out in these Terms of Use but all legal applicable rights, obligations and liabilities that are expressed to continue indefinitely will remain unaffected by this termination.

You may stop using Tuuube's services at any time, without providing notice to Tuuube. To terminate your legal agreement with Tuuube, you must stop using the Services and close your account.

2. Tuuube Service Description

Tuuube is an online website directory and search engine that is in constant evolution, based on new website submissions and innovations inspired by customer feedback and/or technological improvements. As such, Tuuube is constantly changing to improve its Services. By accepting these Terms of Use, you acknowledge and agree that, without prior notice to you, the Services offered by Tuuube may change from time to time and that some features or Services may be added or permanently or temporarily become unavailable at Tuuube's sole discretion, without prior notice to you.

Tuuube automatically posts website or web page listings as written and described by users, with thumbnail images chosen by users. Therefore, Tuuube has no control over the content and accuracy of the website or web page listings, the content accuracy of the site keywords and site descriptions, and the quality and content of the uploaded thumbnail images. By using the Services, you acknowledge that you may be exposed to Content that you may deem offensive, objectionable or indecent and you therefore use the Services at your own risk. Thus, the company, its parent company, its subsidiaries, officers, directors and employees cannot be held liable in the event of a dispute between users for any claims, or any present or future damages, alleged or otherwise found or not, resulting directly or indirectly from these claims. However, the Company endeavors to implement the best possible systems to minimize such occurrences.

While Tuuube does not currently have set a fixed upper limit on the number of searches you may conduct through the Services or on the number of websites or web pages that can be submitted to the Directory, such fixed upper limits may be set by Tuuube at any time, at Tuuube's sole discretion.

3. Using Tuuube's Services

The registration process, usage of search services and the creation of web listings are free. The only services to which fees are applied are enhanced website promotion tools (see Section 4. Purchasing Additional Listing Criteria).

3.1. Using Tuuube's Search Engine

There is no fee for using Tuuube's Search Engine Services and there is no requirement to create an account. However, users who conduct searches on Tuuube are effectively using the Services defined in this agreement and must adhere to the Terms of Use.

The listing of a site or web page on a search results page on Tuuube can in no way be construed as a guarantee from Tuuube on the authenticity or relevance of the site or web page to the search query as the results are solely determined based on the descriptions and keywords provided by the users who submitted their sites. However, Tuuube is constantly improving its technology to prevent unrelated search results to appear on the search result pages with its user feedback system and other proprietary technologies.

3.2. Submitting Listings to Tuuube's Directory

Users can submit their website(s) and/or web page(s) for free. In order to do so, users must first register and create an account on Tuuube. Such registration and account creation is also free of charge. Users will receive an activation link via email once they submit their registration information. Users must maintain their registration information current at all times. See Section 5. Personal Information and Web Information for more details.

Listings on Tuuube's Directory are valid for one calendar year (365 days or 366 days during leap years) from the time they are submitted. Website or web page listings must be renewed by the users annually. Tuuube will remind users by sending them emails stating that their website listing is about to expire.

Users can only submit one listing per domain name, with the exception of personal web pages that are part of a large social network website such as Facebook, MySpace, etc.

Users submitting their site for inclusion into Tuuube's Directory are solely responsible for choosing the appropriate categories, keywords, languages, locations, descriptions and thumbnails to represent their websites or web pages. Users submitting sites for inclusion into Tuuube's Directory must ensure their sites or web pages meet all criteria listed in Section 5.1 Quality of Personal Information and Web Information.

The website listing criteria used by Tuuube are as follows:

• Thumbnail images: These images appear when users perform a search. They should represent your site and help search users determine if they want to visit your site for more information.
• Website description: This description appears when users perform a search and opt to see more details about each site. The description must be relevant to your site, personal web page, products and/or services.
• Keywords: Keywords are extremely important as they determine whether or not your site appears in the search results. Keywords or key phrases can be used and should be chosen based on the content of your site. Users can also select a context to further define their keywords and increase the relevance of search results.
• Languages: Select the languages in which content appears on your site.
• Countries: This criteria is used to describe the location of potential visitors to a site. For example, if your site is about a restaurant located in the USA, you should only choose USA.
• Cities: This criteria is used to further describe the location of potential visitors to a site. For example, if your restaurant is located in Miami, Florida, then you should only choose Miami and surrounding towns.
• Types of websites: People often look for a specific type of website (i.e., blog, forum, site to be viewed on a cell phone, etc.), and this criteria is used to narrow search results. As websites differ greatly in nature, more than one type of website may be appropriate for your site or page.
• Purposes of websites: Indicate whether your site or web page serves a personal, corporate and/or e-commerce purpose. Once again, as websites differ greatly in nature, more than one purpose may be appropriate for your site.

3.3 Updating Your Listings

To change or delete a website or web page listing, log in to your account at http://www.Tuuube.com and click on "Manage my Website Listings". If you delete a web listing, your listing fee will not be reimbursed.

3.4 Website or Web Page Ranking

Tuuube uses a ranking system to allow search users to:

• Evaluate a website or web page by giving it a 1- to 5-star rating. A rating can only be given once per site per IP address;
• See the average ranking of a site.

The opinions expressed on Tuuube's website rankings are strictly those of the person who gave them and are in no way endorsed or otherwise supported by Tuuube. Individual ratings provided by search users represent their own positions and are not in any way edited by Tuuube.

By listing your website or web page on Tuuube, you agree that search users can rank your site or web page and view your site or page ranking. You also acknowledge that these ratings are indispensable to the site and that you may disagree with your page or site ranking. In such cases, you can contact us by mail to explain the situation and we will conduct a brief investigation that might lead to the withdrawal of these rankings from the site. Whether we delete the rankings or not, you give up your right to take any action against us on these rankings. You acknowledge and agree that we cannot control such rankings and that we cannot conduct extensive investigations.

4. Purchasing Additional Listing Criteria

Users can submit their sites for inclusion in the Directory for free. However, if users want to include more detailed criteria to better promote their websites or web pages, they can purchase additional credits called "Tuuubees". In the event that additional features are purchased, these additional features will be valid until the annual listing to which they pertain expires. For example, if additional features are purchased 3 months after the listing was published, these additional features will be functional for 9 months for the date of their purchase so that their expiry coincides with the expiry of the listing.

Users can purchase the following additional listing criteria:

• Additional thumbnail images
• Additional keywords
• Additional languages
• Additional countries
• Additional cities
• Additional types of websites
• Additional purposes of websites

Users will be prompted to choose a payment method when ordering these additional listing criteria. PayPal, credit cards and Tuuubees are currently the three options available and can be combined. Users will receive a copy of the invoice by email and can also view their payment history by logging into their account on Tuuube. Unless otherwise stated, all fees include all applicable taxes. By accepting these Terms of Use, you agree to receive Tuuube invoices in electronic format only.

4.1. Tuuubees

The exact conversion rate for Tuuubees is automatically determined by Tuuube based on the currency selected by the user during the registration process. Users can change this currency at any time by logging into their account.

Users can purchase additional Tuuubees by PayPal or credit card. Users may also earn Tuuubees by performing the following actions:

• Recommending Tuuube to other users (200 Tuuubees will be given for each friend who lists his/her first site on Tuuube using the sponsor coupon code)
• Including a detailed website description that contains at least 200 characters (200 Tuuubees)
• Earning a 4-star rating (minimum) at the one-year anniversary of the listing (100 Tuuubees)
• Posting a website with a bounce rate below 0.91. (200 Tuuubees). The Bounce Rate is determined by the number of visitors who leave a site immediately upon landing on that site (i.e., without exploring the site). The Bounce Rate is calculated as follows: total number of visits where visitors only viewed one page / total number of visits.
• Defining a context for at least 30% of your keywords (10 Tuuubees)

Tuuube reserves the right to change the Tuuubee conversion rate and/or fees at any time. All reductions or increases in fees or Tuuubee conversion rate will only affect future registration. If a reduction is temporary (e.g., promotion week), the duration of these reduced fees or improved conversion rates will also be posted on the site. In the case of new services being launched, the fees for these new services are effective from the service inception date.

Your Tuuubees cannot be exchanged for cash or credit. Tuuubees can only be used to purchase additional listing criteria on Tuuube.

5. Personal Information and Web Information

"Personal Information" includes all information provided during site registration, your contact information and any other personal information provided to Tuuube by the users. "Web Information" includes all website or web page listings and all information associated with the websites and web pages you submit to the Directory. As part of your continued use of the Services, your Personal Information and Web Information must always be accurate, correct and up to date. You are solely responsible for maintaining your Personal Information and Web Information current.

By agreeing to these Terms of Use, you also agree to abide to the Privacy Policy.

5.1 Quality of Personal Information and Web Information

Your Personal Information and Web Information, including but not limited to your website listings, must adhere to the following:

• Must not be false, inaccurate, outdated, fraudulent or misleading;
• Must not infringe on any right or law, including but not limited to copyrights, patent laws, trademark laws, manufacturing secrets, other intellectual property rights, disclosure rights or privacy of third party rights;
• Must not violate any law or regulation, including but not limited to laws and regulations governing export control, consumer protection, unfair and discriminatory practices and false advertising;
• Must not be defamatory or slanderous in nature;
• Must not be discriminatory or incite violence or racial, religious or ethnic hatred;
• Must not include any obscene or pedophile content. Legal sexually explicit sites are allowed but must only be listed as Adult sites;
• Must not contain viruses, Trojan horses, worms, time bombs, "cancelbots" or other programs designed to damage or illegally intercept data or personal information transmitted on any computer system; and
• Must not assign responsibility to the Company or lead to a loss of income from all or parts of our service providers and especially our Internet service providers.

If any part of your Personal Information or Web Information is not in compliance with any of these requirements, your registration may be suspended permanently and you will no longer be allowed to use our Services.

5.2 Content Rights

Tuuube takes your privacy seriously and will not sell your Personal Information or Web Information to third parties. Tuuube acknowledges that you retain copyright and any other rights already owned for the Content you submit, display or post on Tuuube. However, in order to enable the Site to use the information and other elements that you provide, including but not limited to your website or web page descriptions, languages, keywords, locations, images and other details concerning your websites, by accepting the Terms of Use, you grant us non-exclusive, worldwide, irrevocable, free, perpetual, sub-licensable rights to use, reproduce, exploit, distribute and disseminate such information for use in any existing or future media in accordance with our Privacy Policy. These rights shall remain in force for the entire legal term of protection for your Personal Information and Web Information.

Tuuube reserves the right, but shall have no obligation, to review, screen, flag, filter, refuse, modify or remove any or all Content from the Directory or from other Tuuube Services, at Tuuube's sole discretion and without prior notice to the users who submitted such Content.

These Terms do not give you a right to use, remove, obscure or alter any of Tuuube's trade names, services marks, trade marks, logos, domain names or other proprietary items related to Tuuube nor do they give you a right to use any of the trade names, service marks, trade marks, logos, domain names or other proprietary items related to any other company or individual who lists their site(s) or web page(s) on Tuuube without the prior express written permission of Tuuube and the appropriate company or individual, as applicable.

5.3 Adult Content

Users may use the "Public Content Filter" tool provided in the search criteria to filter out sexually explicit content but users do so at their own risk as this information is provided by third parties. Users can also use commercially available content filtering services to prevent sexually explicit material or other objectionable material from being displayed on their computers.

Users who submit sites of a sexually explicit nature must ensure the Quality of Web Information meets all criteria discussed in Section 5.1 Quality of Personal Information and Web Information.

6. Member Status

6.1 Registration

By registering and/or using the Services, you agree to the following:

• You will provide accurate, current and complete information on the site registration form and in any communications with Tuuube;
• You will update any Personal Information and Web Information provided on the site to keep it accurate, current and complete;
• You can only have one account at any time;
• You will maintain the security of your username and password used to access the Services;
• You will be fully responsible for all use of your account and for any actions that take place using your account; and
• Your Tuuube username and account may not be transferred or sold to third parties, in any form whatsoever.

Should you become aware of any unauthorized use of your password or of your account, you must notify Tuuube immediately.

7. Infractions

Without excluding other remedies, the Company reserves the right to give you a warning, to temporarily or permanently suspend your registration, to terminate your registration and to cease the provision of Services in any of the following cases:

• If you are engaged in fraudulent activities in connection with our site following a conviction, transaction, police investigation, insurance company investigation or third-party confiscation.
• If you violate all or any sections of these Terms of Use or documents that are incorporated by reference (i.e., Privacy Policy, etc.);
• If Tuuube is unable to verify or authenticate the information you provided, and if you do not respond to our requests for authentication; and
• If we believe that your actions are likely to incur responsibility from you, us or any other members.

8. Web Access and Interference

By accepting these Terms of Use, Tuuube gives you a personal, worldwide, non-exclusive, royalty-free and non-assignable licence to use the software provided to you as part of the Services offered by Tuuube. This licence is for the sole purpose of enabling you to search through the Directory provided by Tuuube, in the manner permitted by these Terms of Use.

As part of the Services, users may have to access to information such as data files, written text, audio files, video files, images, advertisements, animations, computer software, and all other types of information contained in websites such as Tuuube and on various pages on the Internet (hereinafter referred to as "Content"). This Content is the sole responsibility of the person who provided such content and made it publicly available on the Internet. Although this Content may be easily accessible and may be presented to you as part of the Services, you agree to respect and adhere to any and all intellectual property rights and other rights applicable.

You agree to not access or attempt to access any of the Services by any means other than through the official Tuuube interface without Tuuube's prior express written consent. Users are not allowed to access or attempt to access any of the Services through any automated means, including but not limited to the use of scripts and web crawlers.

You agree not to use any software or manual processes to copy Internet pages from our site or to save or collect the information contained on these pages without the prior express written consent of Tuuube. You agree not to use any device or software of any kind to disrupt or attempt to disrupt the proper functioning of the Services, including servers and networks that are associated with the Services. You agree not to take any action that would impose a disproportionate burden on our infrastructure. Most of the information contained on the site is updated in real time, and is licensed for Tuuube by our users or third parties. Without the prior express written consent of Tuuube and that of the rightful owner of such Content, you agree that you will not copy, reproduce, duplicate, sell, trade, resell, alter, modify, rent, lease, loan, distribute, reverse engineer, decompile, create derivative work, publicly disclose all or any of the site's Content or otherwise attempt to extract any or all of the source code used by Tuuube, unless it is expressly permitted or required by law, without the prior express written consent of Tuuube. You may not permit anyone else to perform any of the aforementioned activities.

9. Limitations

9.1 Limitation of Guarantee

Tuuube is not responsible or liable in any manner for any content on our Site, including, but not limited to, factual information, 3rd party applications, software, viruses, as posted on our Site or caused by users of the Site, or in connection with the services of third parties or by any of the equipment or programming associated with or utilized in our Site or Services. Although we provide rules for user conduct and website listings, we do not control nor are not responsible for what users post, transmit or share on our Site. Furthermore, we are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on our Site. Tuuube is not responsible for the conduct, whether online or offline, of any user of the Site or our Services.

Tuuube may be temporarily unavailable from time to time for maintenance or other reasons. Tuuube assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Tuuube is not responsible for any technical malfunction in your use of our Site, including, but not limited to, problems with using the Site or our Services, loss of personal content on our website, and lost or undeliverable email. Under no circumstances will Tuuube be responsible for any loss or damage, including, but not limited to personal injury or death, resulting from use of our Site or our Services, or any interactions between users of our Site, whether online or offline.

9.2 Opinions and Testimonials

You understand that our Site, Services and any newsletters or emails you receive from Tuuube or our affiliates may include advertisements, user-contributed materials (such as website listings and website rankings), testimonials and opinions from other individuals, including, but not limited to, users of our Site, manufacturers and service providers, and other industry professionals. You understand and agree that such advertisements, user-contributed materials, testimonials, and opinions are considered those of the individual that gave them and in no way represent a warranty of our Services. Furthermore, you understand and agree that Tuuube is in no way liable for the content and your reliance on any such advertisements, user-contributed materials, testimonials, and opinions.

9.3 Links to Other Websites

Tuuube contains links to other websites, including but not limited to the links to sites submitted to the Directory and links listed on Tuuube's links page. You understand and agree that Tuuube has no control over the content of any such websites, especially with regards to the accuracy, reliability, and timeliness of their content. As always, you understand and agree that your use and reliance on any content from such other websites or the availability of such websites is solely at your own risk. You understand and agree that Tuuube is in no way liable for any damages to you that may arise from such use or reliance, regardless of the fact that you reached such a website through our website.

As a result of or through your use of the Services offered on Tuuube, you may use a service, purchase products or download software, which are provided by another individual or company. Your use of these other services, products or software may be subject to separate terms between you and the company or individual concerned. In such cases, these Terms do not affect your legal relationship with these other companies or individuals.

9.4 Limitation of Liability

The information, content and documents from or through our website are provided "as-is", "as available" with "all faults", and all warranties, express or implied, are disclaimed. The Content and Services may contain bugs, errors, problems or other limitations. Tuuube and our affiliated parties have no liability whatsoever for your use of any information, Content or Services. Tuuube cannot guarantee and does not promise any specific results from use of our website and/or the Services and/or any platform applications. Tuuube does not represent or warrant that software, content or materials on the Site, the Services or any platform applications meet your requirements and are accurate, complete, secure, reliable, current or error-free or that our Site or Services, its servers, or any platform applications are free of viruses or other harmful components.

Therefore, you should exercise caution in the use and download of any such software, content or materials and use industry-recognized software to detect and disinfect viruses. All responsibility or liability for any damages caused by viruses contained within the electronic file containing a form or document is disclaimed. Without limiting the aforementioned, you understand and agree that you download or otherwise obtain content, material, data or software (including any mobile client) from or through the Site or Services and any platform applications at your own discretion and risk and that you will be solely responsible for your use thereof and any damages to your mobile device or computer system, loss of data or other harm of any kind that may result.

Tuuube and our affiliated parties are not liable for any direct, indirect, special, incidental, exemplary or consequential damages (including but not limited to damages for loss of business, loss of profit, damage to business reputation, loss of data, litigation, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages. Our Site and the Services offered would not be provided without such limitations. No advice or information, whether oral or written, obtained by you from us through the site or otherwise shall create any warranty, representation or guarantee not expressly stated in the agreement.

In no event will Tuuube, or its directors, employees or agents be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profit or lost data arising from your use of the Site or Services, any platform applications or any of the Site's content or other materials on, accessed through or downloaded from our Site, even if Tuuube is aware or has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Tuuube's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to Tuuube for the Services provided during the term of your membership.

10. Compensations

You agree to defend and indemnify the Company (including reasonable lawyer expenses) against any claim made by any third party, which was caused or resulted from a breach by you of the Terms of Use or any documents which are incorporated into the Terms of Use by reference (i.e., Privacy Policy, etc.) or a breach of any law or any right of such third parties.

11. Compliance With the Law

You agree to abide to all laws, regulations and any other standards that apply to the use of our Services, including any laws on data and software exportation to and from the United States or any other country.

12. Relationships Between Parties

You and Tuuube are independent parties, each acting as separate entities with their own name and accountability. These Terms of Use do not create any agency or relationship of subordination, partnership, joint venture, employer-employee or franchiser-franchisee between the Company and yourself.

13. Notifications

Except as explicitly stated otherwise, any notices shall be sent by mail to:

ZENESSA Ltd. - Tuuube - Room A, 7/F, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong

All of your notices will be sent by e-mail to the address you provided when you registered with Tuuube. Any notice shall be deemed received 24 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid.

14. Resolution of Disputes

These Terms of Use shall be governed by and interpreted in accordance with Hong Kong law. Hong Kong courts have jurisdiction to resolve all disputes that may arise between the parties concerning the implementation of these Terms of Use. Notwithstanding this, you agree that Tuuube shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

15. Help and Service

To contact Tuuube administrators, visit http://www.tuuube.com/contact.

16. Miscellaneous Provisions

Tuuube cannot guaranty that the operation of its Site or Services will be uninterrupted, free from any error or safe.

Tuuube reserves the right to immediately limit or permanently cease users' activity on the Site based on criteria and thresholds that may vary.

Tuuube cannot be held responsible for any breach of its obligations under these Terms of Use when caused by circumstances beyond our control and/or force majeure. Force majeure includes, in addition to the cases recognized by court, all natural disasters, acts of war, violations of public order, epidemics, fires, floods, other natural disasters, all acts of government, any strike or lockout, as well as all external electrical and technical problems to third-parties preventing communications.

In the event that one or more terms in the Terms of Use are considered illegal, unenforceable or inapplicable by a court decision, the remaining provisions of the Terms of Use will remain in force, provided that the general contract is not upset.

You agree that the rights and obligations derived from these Terms of Use and all documents incorporated by reference may freely and legally be transferred from Tuuube to a third-party in the event of a merger or acquisition.

The titles of the different provisions contained in these Terms of Use are purely illustrative and do not necessarily determine the content of the provisions to which they refer.

The tolerance displayed by Tuuube toward a breach of these Terms of Use by a member or third-party will not affect any right or action that Tuuube can direct against any other similar and/or future breach.

You cannot take for granted the right to do everything that other members do, or that Tuuube approves, even if you have listed a similar site, conducted a similar search or performed similar actions in the past.

These Terms of Use along with the documents incorporated by reference constitute the entire agreement between parties.