ADSIGMA SERVICES TERMS OF USE

Using our Service

Using our Service does not give you ownership of any intellectual property rights in our Service or the content you access.

Our Service displays some content that is not Adsigma. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don't assume that we do.

Description of Service

Adsigma provides you with access to a rich collection of resources, including but not limited to, search engine optimization tools, link analysis tools, application program interfaces (API). You also understand that the Service may include certain communications from Adsigma, such as service announcements and administrative messages, that are related to the provision of the Service. Unless explicitly stated otherwise, any new features or tools released by us in relation to the Service shall be subject to this Agreement.

The Service is an online product that requires access via an internet or other network connection. You are responsible for obtaining the necessary internet or network connection to access Adsigma’ Service, and you are responsible for the associated third-party fees (such as internet service provider or airtime charges) for the connectivity to the Service. Additionally, you are responsible for procuring and maintaining all equipment necessary to connect to the Service. The quality of the Service that you experience may depend on your connectivity and equipment. Adsigma is not responsible for any claims or losses that arise as a result of your connectivity and equipment.

Your Registration Obligations

As a registered user of Adsigma’ Service, you represent that you are of legal age to form a binding contract. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Adsigma has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Adsigma has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

No Resale or Redistribution of Service

You are permitted to use the Service internally within the company for the purpose of obtaining insights and analysis to optimize your website(s) and related campaigns.

Except as expressly authorized by Adsigma, you agree not to reproduce, duplicate, copy, sell, trade, resell, permit access, modify, create derivative works, or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service or computer code that powers the Service.

You are responsible for all use made of the Service using your account. You are responsible for maintaining the confidentiality of your online account credentials.

Attribution

You acknowledge that all Adsigma proprietary metrics obtained through the Service remains the intellectual property of Adsigma, and agree to attribute metrics such as, but not limited to URL Rating, Domain Rating and Adsigma Rank in any publication or distribution of said proprietary metrics.

Account Access

You must provide your valid email address, and any other information requested, in order to complete the subscription process and become a registrant. Your login may only be used by one person. A single login shared by multiple users is not permitted. We reserve the right to cancel or suspend your access to the Service if we see any suspicious activity in your account that reasonably points out you willingly and/ or knowingly shared your credentials with another user. You are responsible for maintaining the security of your account and password. Adsigma cannot and will not be liable for any loss or damage from your failure to comply with this obligation.

​​Service and Marketing Messages

​By registering an account at Adsigma (free or paid) you're giving us your permission to send email notifications to the email address that you have specified upon registration.

These email notifications may include: updates to Adsigma' toolset, tips and tutorials on using Adsigma tools, and system messages.

​​You're also given an option to subscribe to promotional offers and weekly updates from Adsigma blog, which is not obligatory for completing the registration process. Please be advised that you can opt-out from any of these optional emails any time by using the ‘Unsubscribe’ link that is included at the bottom of each email that we send you.

​We may send messages or emails via our own mailing service or via a third party service like MailChimp, Sendgrid or Intercom.io.

Unauthorized Users

Account registration must be completed by a human. Accounts registered by "bots" or other automated methods are not permitted.

Unauthorized Uses

You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service or Adsigma. You may not reverse engineer object code or reuse source code provided in relation to the Service. This includes any and all JavaScript. The code is Adsigma' copyright. You shall not transmit any worms or viruses or any code of a destructive or malicious nature. You agree not to modify any code provided in relation to the Service in any manner or form, nor to use modified versions of such code, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Adsigma for use in accessing the Service. All unnatural means or unlawful attempts to access our Service, website, server or database including by means of any automatic tools such as scrapers or bots is prohibited. We may terminate, suspend and/or block your access if we determine that your use or access of our Service violates our terms. Subject to the other restrictions stated herein, you may only use automated tools to access our Service through the Application Program Interfaces (API) that we provide.

You may not attempt to bypass any functionality or access features on the website directly by using custom http (or other) calls, or attempt to manipulate the Service, or access it in a manner other than in a way in which a reasonable person would consider normal permitted use.

You should not attempt to take advantage of any feature that a reasonable person would consider an obvious omission or error on the Service and website.

Blocking of IP Addresses

In order to protect the integrity of the Service, Adsigma reserves the right at any time in its sole discretion to block registrants and subscribers from certain IP addresses from accessing the Service.

Registration and Subscription

You may become a registrant of the Service at no cost. As a registrant, you will have the ability to participate in some, but not all, of the features and tools available within the Service.

In order to access additional features, including the ability to use many of our tools, you must become a subscriber to the Service.

Depending on the subscription plan you select, you will be entitled to varying number of features and/or different limits.

Refund policy

Unless required by law, Adsigma is not obligated to provide you a refund at any time. Any amount paid (or its equivalent in your local currency) for a trial subscription is strictly non-refundable. For your monthly subscription, you may request for a refund after payment has been made for non-use, but please be advised that we reserve the right to decline your refund request should we see any material activity in your account.

Cancellation of Service

Adsigma reserves the right of unilateral service cancellation under the following circumstances:

  • You are in breach of any of these terms;
  • We detect unusual usage patterns in relation to the Service;
  • You attempt to inflict damage or harm our reputation, work or Service;
  • In response to requests from law enforcement or other public agencies.

Data Collection and Use

You understand and agree that Adsigma may anonymize and aggregate any data you share with the Service, including data associated with your Google Analytics and Google Search Console accounts, and use it without identifying you for purposes of improving the Service.

Modifications to Service

We are constantly changing and improving our Service. We may add or remove functionalities or features, and we may suspend or stop the Service altogether. You can stop using our Service at any time, although we'll be sorry to see you go. Adsigma may also stop providing the Service to you, or add or create new limits to our Service at any time.

You agree that Adsigma shall not be liable, to you or to any third party, for any modification, suspension or discontinuance of the Service.

Links

The Service may provide links to other World Wide Web sites or resources. Since Adsigma has no control over such sites or resources, you acknowledge and agree that Adsigma is not responsible for the availability of such external sites or resources, does not endorse said sites/resources, and is not responsible, nor liable for any content, advertising, or other materials on or available from such sites or resources. You further acknowledge and agree that Adsigma shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or related in any way to use of or reliance on any such content, goods or services available on or through any such site or resource.

Liability for our Service

The Service and all information provided therein are on an "as is" and "as available" basis without any warranty.

TO THE EXTENT PERMITTED BY LAW, AHREFS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AHREFS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICE AGAIN).

TO THE EXTENT PERMITTED BY LAW, AHREFS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Contacting Adsigma

Adsigma may be contacted by email at support@adsigma.ai.

By contacting Adsigma, you grant Adsigma a worldwide, non-exclusive perpetual right to any ideas, information, designs or other material contained in any communication, except when you have obtained a duly authorized prior written agreement.

You agree not to pass to Adsigma any commercially sensitive information and data about your own operations.

You accept that information sent to Adsigma will not under any circumstance be considered subject to any form of non-disclosure agreement, except when you have obtained a prior written consent from Adsigma.

All parties take into consideration that email is not a secure, guaranteed medium of communication. Emails should only be regarded received by Adsigma if you receive a manually created response. 

All discussions over email are deemed to be of informal nature, and should only be taken as binding when a duly authorized written agreement is entered into.

Any suggestions, mentions or references of any alteration to past, present or future contractual terms by Adsigma should be taken purely as speculative until such time that you are in possession of a duly authorized written confirmation from Adsigma.

About these Terms

We may modify these terms or any additional terms that apply to the Service, for example, reflect changes to the law or changes to our Service. You should look at the online version of our terms regularly. We'll post notice of modifications to these terms on this page. Changes will not apply retroactively and will become effective no sooner than seven days after they are posted. However, changes addressing new functions for the Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms of the Service, you should discontinue the use of our Service.

These terms control the relationship between Adsigma and you. They do not create any third party beneficiary rights.

If you do not comply with these terms, and we don't take action right away, this doesn't mean that we are giving up any rights that we may have, such as taking action in the future.

If any of these terms are rendered invalid, unenforceable or void, the other terms will remain valid, enforceable and not be affected.

The section titles in the terms herein are for convenience only and have no legal or contractual effect.

More information

ADSIGMA provides the ADSIGMA Software Subscription Services (defined below) through our website accessible at https://app.ADSIGMA.AI (the “Site”). Please carefully read the following terms and conditions (the “Terms of Use”) and our Privacy Policy, which may be found at https://www.ADSIGMA.AI/privacy/ which is incorporated into these Terms of Use by reference. In the event of a conflict between these Terms of Use and the Privacy Policy, these Terms of Use shall prevail. The Agreement governs Your access to the use of the Subscription Services and constitutes a binding legal agreement between You and ADSIGMA.

YOU ACKNOWLEDGE AND AGREE THAT, EXECUTING AN ORDER FORM REFERENCING THESE TERMS OF USE AND ACCESSING OR USING THE SUBSCRIPTION SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE CONTACT YOUR ACCOUNT MANAGER AS SOON AS POSSIBLE AND DO NOT ACCESS OR USE THE SUBSCRIPTION SERVICES.

If You accept or agree to these Terms of Use on behalf of a company or other legal entity by executing an Order Form referencing these Terms of Use, You represent and warrant that You have the authority to bind that company or other legal entity to these Terms of Use. “You” and “Your” will refer and apply to that company or other legal entity.

1. SUBSCRIPTION SERVICES

1.1 Subscription Services.

(A) The Subscription Services are intended solely for persons who are 18 years or older. Any access to, or use of the Subscription Services by anyone under 18 years old is expressly prohibited. By accessing or using the Subscription Services, You represent and warrant that You and Your Authorized Users (as defined below) are 18 or older.

(B) Subject to Your compliance with the terms and conditions of the Agreement, ADSIGMA will make the Subscription Services available to You during the Term (defined below). The parties agree that ADSIGMA  may make the Subscription Services available to certain of Your Affiliates, provided that each such Affiliate enters into an Order Form with ADSIGMA  which will include billing information for such Affiliate, and that such Affiliate will be bound by the terms and conditions of these Terms of Use.

1.2 Restrictions.

(A) You shall not allow access to or use of the Subscription Services by anyone other than Authorized Users. You shall not: (i) copy, modify, distribute, resell or rent any portion of the Subscription Services; (iii) disassemble, decompile or reverse engineer the Subscription Services or allow any third party to do so, except to the extent such restrictions are prohibited by law; or (iv) transfer any of Your rights hereunder to any third party, except in connection with a permitted assignment of the Agreement.

(B) Notwithstanding the foregoing, You may make the Subscription Services available to Your customers in conjunction with the provision of advertising services to such customers, as part of Your ordinary business activity, provided that the use by Your customers of the Subscription Services shall be subject to all of the restrictions under the Agreement, including, but not limited to, the restrictions under this

Section 1.2.

(C) You shall use the Subscription Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others, and You shall not attempt to gain unauthorized access to the Subscription Services or its related systems or networks. You shall not use the Subscription Services to knowingly transmit any unsolicited commercial communications in violation of applicable laws, or to send or store via the Subscription Services (i) materials or information which may violate intellectual property rights or other proprietary rights of third parties, or which have been unlawfully obtained or (ii) materials containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. You shall keep confidential and not disclose to any third parties, and shall ensure that Authorized Users keep confidential and do not disclose to any third parties, any user identifications, account numbers and account profiles for the Subscription Services.

1.3 Data Security and Storage.

ADSIGMA shall maintain appropriate security practices to store the Subscriber Data. In the event of any loss or corruption of Subscriber Data, ADSIGMA shall use its commercially reasonable efforts to restore the lost or corrupted Subscriber Data from the latest backup of such Subscriber Data maintained by ADSIGMA . ADSIGMA shall not be responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of Subscriber Data caused by any third party not under the direction or control of ADSIGMA . ADSIGMA SOFTWARE’S EFFORTS TO RESTORE LOST OR CORRUPTED SUBSCRIBER DATA PURSUANT TO THIS SECTION 1.3SHALL CONSTITUTE ADSIGMA SOFTWARE’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF SUBSCRIBER DATA. ADSIGMA  reserves the right to establish or modify its general practices relating to storage of Subscriber Data.

2. YOUR OBLIGATIONS

2.1 Marketing Support.

During the Term, You grant ADSIGMA  the right to (a) publish Your corporate logo on its website and Return on Advertising Spend in marketing materials that include examples of ADSIGMA customers and (b) publicly acknowledge You as a ADSIGMA  ustomer in a press release, the content of which, ADSIGMA and You shall mutually approve in advance. In addition, if You and ADSIGMA mutually agree, You will participate in a ADSIGMA customer case study, provided that ADSIGMA covers the costs of Your participation.

2.2 Enforcement.

You are responsible for Your and Your Authorized Users’ use of the Subscription Services. You shall promptly notify ADSIGMA of any suspected or alleged violation of the Agreement including any unauthorized use of any password or account or any other known or suspected breach of security. ADSIGMA may suspend or terminate any Authorized User’s access to the Subscription Services upon notice to You in the event that ADSIGMA reasonably determines that such Authorized User has violated the Agreement.

2.4 Telecommunications and Internet Services.

You acknowledge and agree that the use of the Subscription Services by You and by any Authorized Users is dependent upon access to telecommunications and Internet services, which You must acquire and maintain at Your own cost and expense, including, without limitation, any and all fees and taxes of any kind related to the foregoing. ADSIGMA  shall not be responsible or liable for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

2.5 Third Party Interactions.

During Your use of the Subscription Services, You or Your Authorized Users may maintain accounts with Publishers that may be accessed via the Subscription Services. Any such advertising services shall be subject to the terms and conditions of Your arrangements with such Publishers, and ADSIGMA  hereby disclaims any and all responsibilities and liabilities related thereto.

3. FEES

(A) In consideration for ADSIGMA  providing the Subscription Services, You shall pay to ADSIGMA  all the applicable Fees, as provided for in the Order Form, including any third party API costs (i.e., Publisher API costs) that may be billed to ADSIGMA  by Your Publishers in the course of providing the Subscription Services to You. All Fees shall commence on the first day of the Term as specified in the Order Form. ADSIGMA  will either invoice You for the monthly minimum Fees or the Fees calculated from the percent of spend rate if media activity is Linked to the Subscription Services. Monthly minimum Fees will be due if You make no use of the Subscription Services during a particular month or if Your use of the Subscription Services does not meet the usage minimum specified in the Order Form.

(B) If You incur third party API costs through your use of the Subscription Services and such API costs are billed to ADSIGMA  by the Publishers or API providers as a result, ADSIGMA  will invoice You all such API costs at no additional mark up and You agree to pay ADSIGMA  for such API costs.

(C) You agree to provide ADSIGMA  with complete and accurate billing and contact information in the Order Form.

(D) At the end of each month, ADSIGMA  will automatically issue an invoice to You or bill Your credit card for the Subscription Services. ADSIGMA  in its sole discretion reserves the right (i) to bill You in advance for the minimum monthly Fees as specified in the Order Form and to bill You at the end of each month for any Fees in excess of the minimum Fee or (ii) to provide You with a single invoice at the end of each month for all Fees. Each invoice is due and payable 30 days following the invoice date (subject to credit approval). If You believe in good faith that Your invoice is incorrect, You must contact ADSIGMA  in writing within 10 days of the invoice date and describe (in reasonable detail) the amount of the disputed charges and the reason for Your good-faith disagreement. If ADSIGMA has not received payment of invoiced amounts within 10 days after the due date, interest shall accrue on the past due amounts at the rate of one and 1.5% per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by ADSIGMA . You shall reimburse ADSIGMA for the reasonable costs of collection, including reasonable fees and expenses of attorneys. If Your account is 30 days or more overdue, in addition to any of its other rights or remedies, ADSIGMA  reserves the right to suspend the Subscription Services provided to You, without liability to You, until such amounts are paid in full.

(E) ADSIGMA  shall not be responsible for any fees Your financial institution may impose upon You in the payment of Your invoice (including without limitation any transfer fees).

(F) Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively,“Taxes”). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on ADSIGMA ’s net income. All pricing terms other than those publicly disclosed on ADSIGMA  website are confidential, and You agree not to disclose them to any third party.

4. PROPRIETARY RIGHTS

(A)Subject to the limited rights expressly granted to You hereunder, ADSIGMA Software and its’ licensors exclusively own and retain all rights, title, and interest in and to the Subscription Services (including all copies of any software used for the provision of the Subscription Services), including all Intellectual Property Rights therein or relating thereto. All rights not expressly granted to You are reserved by ADSIGMA .

(B) You hereby grant to ADSIGMA  a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, modify and incorporate Your Feedback into the Subscription Services and to further market, distribute and sell the Subscription Services with Your Feedback incorporated therein.

(C) You shall exclusively own all rights, title and interest in and to all Subscriber Data. You hereby grant to ADSIGMA  a non-exclusive, worldwide, royalty-free, fully paid-up license during the Term of the Agreement and for the follow-on period described in Section 7.3(B) to use, store and transmit Your Subscriber Data and to disclose Your Subscriber Data to Publishers for the purpose of providing the Subscription Services to You.

5. CONFIDENTIALITY

5.1 Definition and Exclusions.

By virtue of the Agreement, the parties may have access to each other’s Confidential Information. ADSIGMA  Confidential Information includes, without limitation, the Subscription Services and any software used for the provision of the Subscription Services, whether in source or executable code, documentation, nonpublic financial information, pricing other than pricing publicly disclosed on ADSIGMA ’s website, business plans, techniques, methods, processes, and the results of any performance tests of the Subscription Services. Subscriber Data is deemed Your Confidential Information. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence.

5.2 Use and Nondisclosure.

During the Term and for a period of three years after expiration or termination of the Agreement, neither party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under the Agreement. You understand and agree that ADSIGMA  will disclose the Subscriber Data to Publishers for the purpose of providing the Subscription Services to You. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information. Furthermore, You acknowledge and agree that, upon expiration or termination of the Agreement, ADSIGMA  shall either destroy or deliver Subscriber Data back to You pursuant to Section 7.3, and shall have no other obligation to You regarding such Subscriber Data under the Agreement.

6. WARRANTY

6.1 Warranty for Subscription Services.

ADSIGMA  warrants that (i) the Subscription Services shall perform materially in accordance with the description of the Subscription Services in ADSIGMA Software’s Online Help website, which may be updated from time to time by ADSIGMA , and (ii) the Subscription Services will not contain or transmit to You any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

6.2 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED THESE TERMS OF USE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SUBJECT MATTER OF THE AGREEMENT OR THE SUBSCRIPTION SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, ADSIGMA  DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. ADSIGMA  FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ADSIGMA  FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ADSIGMA  OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.

  

  1. TERM AND TERMINATION

7.1 Term.

The Agreement shall commence on the Effective Date and shall remain in effect so long as the current or any subsequent Order Form for the Subscription Services that references these Terms of Use is in effect.

7.2 Termination for Cause.

Either party may terminate the Agreement upon written notice (i) if the other party materially breaches the Agreement and fails to correct the breach within 10 days following written notice specifying the breach; provided that the cure period for any default with respect to payment shall be 5 business days, (ii) if there is an adjudication of bankruptcy of any party under any bankruptcy or insolvency law, or (iii) if a receiver for business or property of the other property is appointed or the other party makes any general assignment for the benefit of its creditors. In addition, ADSIGMA  may terminate an account for which ADSIGMA  is not charging You a fee at any time in its sole discretion.

7.3 Rights and Obligations Upon Expiration or Termination.

(A) Upon expiration or termination of the Agreement, Your and Your Authorized Users right to access and use the Subscription Services shall immediately terminate, You and Your Authorized Users shall immediately cease all use of the Subscription Services, and You shall return to ADSIGMA  and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to ADSIGMA .

(B) ADSIGMA  may destroy or otherwise dispose of any Subscriber Data in its possession unless ADSIGMA  receives, no later than 30 days after the expiration or termination date of the Agreement, a written request to deliver to You the then-most recent back-up of the Subscriber Data. ADSIGMA  shall make commercially reasonable efforts to deliver such back-up copy to You within 30 days of receipt of such request. If requested by ADSIGMA , You shall pay all reasonable expenses incurred by ADSIGMA  in returning Subscriber Data to You. You agree and acknowledge that ADSIGMA  has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, after 30 days from the expiration or termination date.

(C) Notwithstanding the foregoing, if the Agreement is terminated as a result of Your breach, ADSIGMA  shall have no obligation to deliver any copy of the Subscriber Data to You, and may delete such Subscriber Data at any time.

(D) Upon expiration or termination of the Agreement, ADSIGMA  shall cease use of Your corporate logo; provided, however, that (i) ADSIGMA  shall have a reasonable time to remove Your corporate logo from ADSIGMA Software’s website as well as from any promotional materials, (ii) ADSIGMA  shall be entitled to distribute all of the promotional materials printed during the Term that include Your corporate logo, and (iii) ADSIGMA  shall not be required to remove any such printed materials from circulation.

7.4 Survival.

Section 3 shall survive any expiration or termination of the Agreement for so long as either of the parties has any rights, duties or obligations thereunder. Sections 1.2, 4, 5, 6.2, 7.3, 7.4, 8, 9, 10 and 11 shall survive any expiration or termination of the Agreement.

 

 

  1. INDEMNIFICATION

Each party (an “Indemnifying Party”) will indemnify, defend and otherwise hold harmless the other party (the “Indemnified Party”), its officers, directors, employees, agents and subsidiaries from and against any claim or suit brought by a third party against the Indemnified Party relating to, or resulting from, the Indemnifying Party’s breach or alleged breach of the Agreement, violation a third party’s Intellectual Property Rights, or any of the Indemnifying Party’s representations and warranties hereunder. The Indemnified Party will promptly notify the Indemnifying Party of any and all such claims and will reasonably cooperate with the Indemnifying Party with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts the Indemnified Party in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement will require the Indemnified Party’s written consent (to be granted or withheld at the Indemnified Party’s sole discretion) and the Indemnified Party may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.

 

 

  1. LIMITATION OF LIABILITY.

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S BREACH OF ITS OBLIGATIONS HEREIN REGARDING CONFIDENTIAL INFORMATION, A BREACH OF SECTION 1.2, OR IN CONNECTION WITH THE INDEMNIFICATION OF THIRD PARTY CLAIMS RELATING TO INFRINGEMENT OF SUCH THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND (B) NOTWITHSTANDING ANY OTHER PROVISIONS OF THE AGREEMENT, IN NO EVENT SHALL ADSIGMA SOFTWARE’S AGGREGATE LIABILITY TO YOU AND ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT OR YOUR ACCESS TO AND USE OF THE SUBSCRIPTION SERVICES EXCEED THE TOTAL MONTHLY SUBSCRIPTION FEES PAID OR PAYABLE BY YOU IN THE 12 MONTH PERIOD PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

10. GENERAL

10.1 Governing Law.

The Agreement and all matters arising out of or relating to the Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions; provided that the Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. If You are outside of the United States, the parties agree that rights and obligations of the parties under these Terms of Use shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any legal action or proceeding relating to the Agreement shall be brought exclusively in the courts located San Francisco, California. You hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

10.2 Waiver.

The waiver by either party of any default or breach of the Agreement shall be in writing and shall not constitute a waiver of any other or subsequent default or breach.

10.3 Severability.

In the event any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

10.4 Force Majeure.

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

10.5 Compliance with Laws.

Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States.

10.6 Relationship Between the Parties.

Nothing in the Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.

10.7 Assignment.

Neither party may assign the Agreement without prior written consent of the other party unless in connection with a merger, acquisition, or sale of all or substantially all of ADSIGMA Software’s or Your assets, and provided that the surviving entity has agreed to be bound by the Agreement. Notwithstanding the foregoing, ADSIGMA  may assign the Agreement to any of its Affiliates without Your prior consent.

10.8 Entire Agreement.

These Terms of Use together with each Order Form, which is hereby incorporated by reference, and any exhibits hereto constitutes the complete and exclusive agreement between You and ADSIGMA  concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of the Agreement. Any modification or amendment of any provision of the Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. In the event of any inconsistency between the applicable Order Form and these Terms of Use (or its exhibits), these Terms of Use (or its exhibits) shall control, unless the Order Form expressly states that such term supersedes the conflicting term of these Terms of Use.

10.9 Equitable Relief.

You acknowledge that a breach by either party of any confidentiality or proprietary rights provision of the Agreement may cause that party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, either party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

10.10 No Third-Party Beneficiaries.

The Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to the Agreement may enforce it.

10.11 Counterparts.

The Agreement may be executed in counterparts, each of shall constitute an original, and all of which shall constitute one and the same instrument.

10.12 Headings.

The headings in these Terms of Use are for the convenience of reference only and have no legal effect.

10.13 Notice.

ADSIGMA  may give notice to You by e-mail to Your e-mail address on record in ADSIGMA Software’s account information. You may give notice to ADSIGMA  by sending an email to assaf@ADSIGMA.AI.

 

 

  1. DEFINITIONS

“Affiliate” means an entity that, directly or indirectly, through one or more intermediaries, owns or controls, is owned or controlled by, or is under common ownership or control with, a party; as used in this definition, the term “control” means the ownership of at least 50% of the equity of that entity or possessing the power to direct or cause the direction of the management of that entity.

“Agreement” means these Terms of Use and any amendments thereto and the any applicable Order Forms executed by You.

“Authorized User” means Your employees, consultants, contractors, customers or agents that have (i) been assigned a unique username-password combination to access and use the Subscription Services, (ii) registered on-line to access and use the Subscription Services and (iii) agree to comply with these Terms of Use.

“Confidential Information” means any written, machine-reproducible and/or visual materials that are labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within 30 days after disclosure.

“Effective Date” means the date the initial Order Form is signed by You and ADSIGMA .

“Feedback” means comments, and suggestions for improvements relating to the Subscription Services provided by You to ADSIGMA .

“Fees” means the subscription fees and other charges specified in the applicable Order Form(s).

“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, with respect to ADSIGMA , data generated by or otherwise derived from Your use of Subscription Services and any other intellectual property rights recognized in any country or jurisdiction in the world.

“Linked to” means the media activity is viewable in the Subscription Services.

“Order Form” means a ADSIGMA  Subscription Services order form that specifies the Fees, configuration, subscription period and other details of the Subscription Services to be provided by ADSIGMA .

“Publisher(s)” means one or more third parties, who provide You and/or Your Authorized Users with advertising services that may be accessed through the Subscription Services.

“Subscriber Data” means proprietary data (that does not include personally identifiable information) and information input or authorized to be input by You or by any Authorized Users into, and stored by, the Subscription Services.

“Subscription Services” means ADSIGMA Software’s hosted, online software application, accessible via web browser at the URL www.ADSIGMA.AI and such other URLs as ADSIGMA  may designate from time-to-time and any optional third party services ordered by You and provided to You through ADSIGMA  in connection with the Subscription Services.

“Term” means the subscription period specified in the applicable Order Form(s).

 

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