Terms of Service
Terms of Service
This Terms of Services Agreement (this “Agreement”) describes the terms and conditions on which Monetization Advanced Advertising Technologies Ltd. (“MAAT”) offers you access to the AdNgin website advertising optimization services provided by MAAT (“Services”).
BY USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH IT, YOU SHOULD DISCONTINUE USE OF THE SERVICES IMMEDIATELY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. MAAT MAY MODIFY THIS AGREEMENT FROM TIME TO TIME.
- Reports – the AdNgin service provides reports of personalized analyses of web sites (“Reports”) for the purpose optimizing such web sites’ advertisements’ layout configurations, sizes, locations and types. The Reports and such additional information, content and tools produced by the AdNgin Dashboard will be collectively referred to in this Agreement as “AdNgin Content”.
- AdNgin Dashboard –
- Registered Users may use AdNgin Dashboard and the accompanying documentation, and related materials made available by MAAT through the AdNgin Site (the “AdNgin Dashboard”), (i) the provisions of this Section 2 will apply to you in addition to any other applicable terms of this Agreement and (ii) Services as used in this Agreement will include the use the AdNgin Dashboard in accordance with this Agreement’s terms.
- In order to use the AdNgin Dashboard, Users are required to provide MAAT with access to the advertising network embedded to their website. Failure to provide such uninterrupted access will prevent proper use of the Services and the AdNgin Dashboard. You hereby acknowledge that you are solely responsible for complying with the terms of service of each advertising network. MAAT shall not be liable for any noncompliance with such terms or any termination or suspension of your advertising network account resulting from your use of the Services.
- Subject to your compliance with this Agreement, MAAT hereby grants you a limited, revocable, non-exclusive, non-sublicensable license to use the AdNgin Dashboard on an “AS-IS” and “AS-AVAILABLE” basis. You must not use, copy, or modify the AdNgin Dashboard for any purpose other than as expressly permitted in Section 2, or transfer, sublicense, sell, lease, lend, distribute or otherwise make available the AdNgin Dashboard to any third party.
- You acknowledge that MAAT may suspend or terminate the support the AdNgin Dashboard from time to time or indefinitely, and that such termination may adversely affect the manner in which accesses or communicates with the AdNgin Dashboard, or receive Services from it. You acknowledge that MAAT may update or revise the AdNgin Dashboard from time to time, and that such updates and revisions may adversely affect the manner in which accesses or communicates with the AdNgin Dashboard. Accordingly, you agree to implement and use the most current version of the AdNgin Dashboard, at your sole cost and expense.
- You acknowledge and agree that MAAT may (but is under no obligation to) monitor your use of the AdNgin Dashboard for the purpose of confirming your compliance with this Section 2 and other terms of the Agreement, ensuring quality and improving the Services, and you will not interfere with any such monitoring.
- If you want to access or use certain features and information on the AdNgin Site you may be required to register for an AdNgin account. In registering, you agree to provide accurate, current, and complete information, and to keep it up to date at all times.
- Registered Users will be entitled to receive the Services subject to payment of the applicable fees, described in the Pricing Section of the AdNgin Site. Fees shall be paid by way of a subscription for a subscription period specified in your billing form. Monthly subscriptions, if offered, will automatically renew on a month-to-month basis and annual subscriptions, if offered, will automatically renew on a year-to-year basis, until cancelled by you. You may cancel your subscription at any time without paying any cancellation fee or any other fee to us. Any fees paid by you prior to such cancellation are non-refundable. In order to cancel your subscription please contact us at firstname.lastname@example.org. The date and time of any cancellation shall be the date and time on which we received the user cancellation notice via email.
- Intellectual Property Rights
- The Services, including but not limited to the AdNgin Dashboard, the technology underlying the Services and the AdNgin Content are protected by copyright, trademark, and other laws of the United States and/or foreign countries and/or international conventions, in registered or unregistered form. The trademarks, service marks and logos used and displayed on this website are registered and unregistered trademarks and service marks of MAAT and others.
- All right, title, and interest, including, but not limited to, Intellectual Property Rights, in and to the Services, the technology enabling the Services and the AdNgin Content, are and will remain the exclusive property of MAAT and its licensors. Except as expressly permitted in this Agreement, you will not reproduce, modify, or prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Services or the AdNgin Content.
- All AdNgin Content directly concerning advertisements’ layout configurations, sizes, locations and types or which is otherwise specific to User’s website shall be owned by the User (“Derived User IP“). Without derogating from the aforementioned, the User hereby grants to MAAT a free, irrevocable, perpetual, royalty free, sub-licensable, worldwide license to use all Derived User IP for research and development purposes and for future operations; provided, that MAAT shall not disclose any Derived Manufacturer IP except as part of a proof of concept, statistical analyses or general reports produced by MAAT, and any such disclosure shall not be user-specific or contain identifying information.
- Suspension and Termination
Unless otherwise terminated as set forth herein, this Agreement will remain in full force and effect while you use the Services. You may terminate this Agreement at any time by contacting us with your complete account information and explicit request to terminate, which emails are handled at MAAT’s convenience. MAAT may terminate or suspend your access to the Services or terminate this Agreement at any time, for any reason or no reason, with or without notice, and without any liability to you. Upon termination, all licenses and other rights granted to you under this Agreement will immediately cease. MAAT will not be liable to you or any third party for termination of this Agreement or any termination or suspension of your use of the Services. Notwithstanding the above, Sections 3, 5, 6, 7 and 8 will survive termination of this Agreement.
- You agree that you are solely responsible towards MAAT and towards any third party, for any breach of your obligations under the Terms and for the consequences, including any loss or damage which MAAT may suffer, of any such breach.
- You agree to defend (if MAAT so requests), indemnify, and hold MAAT, its subsidiaries, and affiliates, and their respective directors, officers, shareholders, and employees, harmless from any expenses, costs, judgments, damages, loss, liability, claim, or demand (including but not limited to any reasonable attorneys’ fees) made by any third party arising out of any breach by you (or a user of your account) of any terms or conditions of this Agreement.
- Warranty Disclaimer
THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, MAAT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. MAAT MAKES NO WARRANTY THAT THE SERVICES OR THE ADNGIN CONTENT WILL (1) MEET YOUR REQUIREMENTS, (2) BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR (3) NOT CAUSE ANY LATENCY OR PROCESSING DELAYS. MAAT IS UNDER NO OBLIGATION TO KEEP THE SITE UP AND RUNNING FOR ANY PERIOD OF TIME. MAAT MAKES NO WARRANTY REGARDING THE QUALITY OF THE SERVICES, OR THE ADNGIN CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THE ADNGIN CONTENT. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MAAT OR THROUGH THE SERVICES OR THE ADNGIN CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. UNDER NO CIRCUMSTANCES WILL MAAT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH, OR LATENCY OR PROCESSING DELAY RESULTING FROM THE USE OF THE SERVICES OR THE ADNGIN CONTENT OR FROM THE CONDUCT OF YOU OR ANY USER OF THE SERVICES, WHETHER OFFLINE OR ONLINE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED A BASIS FOR ENABLING MAAT TO OFFER THE SERVICES TO YOU AT THEIR CURRENT CONDITIONS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL.
- LIMITATION OF LIABILITY
IN NO EVENT WILL MAAT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS EARNINGS, LOST PROFIT OR GOODWILL DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF MAAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS FORMED A BASIS FOR ENABLING MAAT TO OFFER THE SERVICES TO YOU AT THEIR CURRENT CONDITIONS. THIS PARAGRAPH WILL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MAAT’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).
- Governing Law and Jurisdiction
This Agreement shall be exclusively governed by and construed under the laws of the State of Israel without giving effect to principles of conflicts of law. You and MAAT hereby consent to the exclusive jurisdiction and venue of the courts of Tel Aviv, Israel with respect to any dispute and action arising under or in relation to this Agreement. Notwithstanding the previous sentence, you agree that MAAT shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.
This Agreement constitutes the entire Agreement between the parties with respect to the use of the Services and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral between MAAT and you. Any waiver by MAAT of any violation of any provision of this Agreement will not be deemed to waive any further or future violation of the same or any other provision. If any part or provision of this Agreement is held to be unenforceable for any purpose, including but not limited to public policy grounds, then you and MAAT agree that the remainder of the Agreement will be fully enforceable as if the unenforceable part or provision never existed. You and MAAT agree that there are no third party beneficiaries of any promises, obligations or representations made by MAAT. You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. MAAT may assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to this Agreement. Nothing in this Agreement will constitute a partnership or joint venture between you and MAAT.
- Contacting us
If you have any questions regarding these Terms of Service or the Services, please contact us by e-mailing us at email@example.com.