Last Revised: March 29, 2018
PLEASE READ CAREFULLY
By executing a service order form, using the platform and hosted services, or opening an account you agree to be bound by these terms and conditions.
Customer understands, acknowledges and agrees that these Terms and Conditions (“Terms”), which are incorporated by reference, and made a part of, any Service Order Form, govern Customer’s use of the Platform (as defined below) and any related Services (as defined below) provided by Albert Technologies, Inc. (“Albert”), a Delaware corporation with a principal place of business located at 102 West 38th Street, 6th Floor, New York, New York 10018. By entering into to a Service Order Form or by opening an Account (as defined below), Customer represents and warrants that it has read and understood the following Terms and Customer agrees to be bound by them and to comply with all applicable laws and regulations regarding its use of the Platform and Hosted Services, and Customer acknowledges that these Terms constitute a binding and enforceable legal contract between Customer and Albert.
Subject to Customer’s compliance with its obligations under these Terms, Albert will provide Customer access to the Hosted Services, the Platform and related Services, pursuant to a Service Order Form executed by and between the Parties, for the duration set forth in the Service Order Form. Albert shall create an Account for the Customer and shall provide to the Customer personal login details and credentials for that Account (“Login Credentials”) solely for use by Customer’s authorized system administrators and personnel, designated by Customer, to use and access the Platform and the Hosted Services on Customer’s behalf (“Authorized Personnel”). Customer and its Authorized Personnel may only access and use the Hosted Services through the Login Credentials issued to them by Albert. Customer is solely responsible for maintaining the confidentiality of the Login Credentials. Any instruction, action or activity occurring through any such Login Credentials shall be deemed to be provided and/or taken by Customer, and Customer shall be solely responsible for all activities that occur under such Login Credentials, including for any unauthorized use of such Login Credentials or any other breach of security, or any related damage or loss. Customer understands and acknowledges that the purchase of media is performed by Albert using Albert’s proprietary Platform and that the Service is performed via the Platform automatically, based on the specifications and criteria provided by the Customer. Customer shall have no claim against Albert in connection with, the choice, type and placement of media purchased using the Platform and/or the expenses and costs paid or payable by Albert for the purchase of media using the Platform in accordance with the specifications and criteria provided by the Customer.
Subject to the terms and conditions of these Terms, Albert hereby grants to the Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free, fully revocable, limited license during the Term to access and use, and to (a) allow its Authorized Personnel to access and use, the Platform in conjunction with the Hosted Services for the Permitted Purpose, in accordance with the Documentation (the “License”); and (b) download, implement and embed the Albert Tag on Customer’s proprietary website solely as required for Customer to receive the Services pursuant to a valid Service Order Form in accordance with albert’s instructions.
The Hosted Services may only be used by Customer’s Authorized Personnel (which may include Customer’s authorized officers, employees, agents and subcontractors), for Permitted Purposes. Customer shall be fully liable and responsible for any unauthorized, unlawful, or other act or omission of its Authorized Personnel not within the Permitted Purposes. The Hosted Services must not be used at any point in time by more than the number of concurrent users specified in the Service Order Form. Customer hereby acknowledges and agrees that Customer is responsible for: (i) providing accurate Ad Creative and information regarding any advertising or marketing campaign that it wishes to run through the Platform and Hosted Services; (ii) adhering to, and ensuring that all of its employees and Authorized Personnel using the Hosted Services adhere to, the Acceptable Ad Creative and Content Policy, available at https://albert.ai/content-policy/; (iii) ensuring that the Ad Creative does not cause damage or impairment to Albert, the Platform, or the Hosted Services; (iv) obtaining and at all times maintaining all rights, licenses and clearances necessary to utilize the Hosted Services and the Platform as provided under this Terms, and to provide Albert the Ad Creative, to the extent applicable; (v) posting on Customer’s website its privacy policies and adhering to such privacy policies, which abide by all applicable laws and comply with the terms hereof; and (vi) any acts or omissions of any of Customer’s employees, agents or subcontractors, and ensuring that such agents and subcontractors comply with the these Terms.
During the Term, Albert shall use commercially reasonable efforts to ensure the availability of the Hosted Services, except that Albert shall not be liable for: (a) scheduled downtime; or (b) any unavailability caused directly or indirectly by circumstances beyond Albert’s reasonable control, including without limitation, (i) force majeure event; (ii) Internet service provider, webhosting, cloud computing platform, or public telecommunications network failures or delays, or denial of service attacks; (iii) a fault or failure of the Customer’s computer systems or networks; or (iv) any breach by the Customer of these Terms. Albert shall provide the Customer with technical support during the Term, as specified in the Service Order Form, at no additional cost.
Fees and payment terms
In consideration for the grant of the License and the provision of the Services, the Customer shall pay Albert the amounts set forth on each Service Order Form (the “Fees”) in accordance with the payment terms stated in the Service Order Form. Late payments shall accrue interest at a rate of one and one half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. All Fees are stated and payable in US Dollars, and are exclusive of any taxes, customs or charges including VAT. Customer shall pay (or reimburse Albert as the case may be) for all taxes related to or arising out of these Terms, including any sales, use, excise, gross receipts, property, privilege, value-added, or other federal, state or local taxes or tariffs (including any interest or penalties thereto) now in force or enacted in the future, except for those taxes collected from Albert and based on Albert’s income. Customer may not withhold or set off any Fees due to Albert hereunder. Albert may suspend the provision of the Services or any part thereof, if any Fees due to be paid by the Customer to Albert under these Terms are overdue, and Albert has given the Customer at least five (5) days written notice.
Customer shall be required to upload Customer Data onto the Platform in order for Albert to provide the Services contemplated hereunder and under a Service Order. Customer shall retain ownership of all Customer Data it provided or made accessible to Albert in the scope of the Services, and Customer hereby grants Albert a non-exclusive, sub-licensable (solely to Albert’s hosting, connectivity, telecommunications, customer relations management, and other third party service providers to the extent applicable), worldwide, royalty-free license, during the Term, to use, copy, reproduce, transfer, store, process, publish, distribute and edit such Customer Data: (i) solely as necessary to provide the Services and to allow Albert to perform under, and in accordance with these Terms and any applicable Service Order Form; (ii) to compile aggregated statistics, reports and research for internal or marketing use and for development and/or evaluation of existing and/or additional or modified services, features and functionality with respect to the Hosted Service and/or the Platform; (iii) to disclose any Customer Data if required by law or valid order of a competent court in any applicable jurisdiction, or other governmental authority. Albert shall treat the Customer Data as Customer’s Confidential Information (as such term is defined herein) pursuant to these Terms.
In the event End User Data is provided to Albert and/or Customer, or is used to provide the Services, Albert shall not have any right, title or interest in or to any such End User Data except as required hereunder for Albert to provide the Services. Albert shall not use the Platform, the Albert Tag or the Hosted Services to collect, store or use any information that can be used on its own or with other information to identify, contact, or locate an End User, except to the extent necessary for providing the Services to Customer.
To the extent Customer has an advertiser account with a social network for advertising, including without limitation, Google, Facebook, Instagram, Twitter, and YouTube (“Customer Social Network Advertiser Account”), Customer hereby grants Albert a non-exclusive, sub-licensable (solely to Albert hosting, connectivity, telecommunications and other third party service providers), worldwide, royalty-free license, during the Term, to use the Customer Social Network Advertiser Account Data solely as necessary to provide the Services to Customer and to allow Albert to perform its obligations to Customer under, and in accordance with, these Terms. Customer shall provide Albert with the login credentials of the Customer Social Network Advertiser Account. In the event Customer does not maintain a Customer Social Network Advertiser Account and requests Albert to open one on Customer’s behalf, Albert shall maintain the login credentials and provide a copy of the same to Customer.
Each Party represents and warrants that it will comply with all applicable laws, rules, regulations, directives and guidelines regarding the collection, use and disclosure of data collected from or about end users or specific devices which apply to the services utilized hereunder (collectively, the “Rules”). The term “Rules” shall include, without limitation, (a) all United States Federal Trade Commission rules and guidelines regarding the collection, use and disclosure of data from or about end users and/or specific devices; (b) all United States federal and state laws regarding data collection and data privacy; (c) the Self-Regulatory Principles and guidance of the Digital Advertising Alliance (“DAA”), the Network Advertising Initiative (“NAI”) Code of Conduct and guidance, and, as each set of principles and guidance may be amended or supplemented, or as replaced or superseded, from time to time by the DAA, NAI, or their respective successor entity; (d) best practice guidance provided to Albert by Customer, as amended from time to time; and (e) if applicable, the Rules of any other jurisdiction, including European Union Directives 95/46/EC and GDPR, rules, regulations and/or directives promulgated by a pertinent DPA, and all amendments and updates to them or regulations as replaced or superseded from time to time.
Commencing May 25, 2018, Albert shall, to the extent legally permitted, promptly notify Customer if Albert receives a request from a Data Subject (as defined in the GDPR) to exercise the Data Subject's right of access, right to rectification, restriction of processing, erasure (“right to be forgotten”), data portability, object to the processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Taking into account the nature of the processing, Albert shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under data protection laws, directives, and regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Albert shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Albert is legally permitted to do so and the response to such Data Subject Request is required under data protection laws, directives and regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Albert’s provision of such assistance.
Customer shall be responsible for providing appropriate information and obtaining any required consent from End Users or its customers, including notice and consent allowing it to own, control, transfer and use as contemplated hereunder, all Personal Information of End Users and Customer’s customers including all consents required by social networks such as Facebook, Twitter, Instagram etc. for the collection, processing, tracking and tagging of End Users by Albert on behalf of Customer as required for the provision of Services hereunder. Customer will collect, use, transfer and otherwise process any Personal Information collected by or through the Platform and the Hosted Services in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments, including but not limited to the data protection laws and employment laws. Customer shall provide such information and obtain such consent to any processing of Personal Information by and through the Platform and Hosted Services in accordance with any and all applicable laws. Albert shall process Personal Information provided by Customer in accordance with this Agreement, and applicable Data Protection Laws and Regulations. Albert shall implement and maintain appropriate organizational, administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Personal Information provided by Customer and to protect against unauthorized access to or alteration, disclosure, destruction or loss of such Personal Information, Albert shall not modify Personal Information provided by Customer except as required in the scope of the Services, Albert shall not disclose Personal Information provided by Customer except as compelled by law in accordance with the “Confidentiality section below or as expressly permitted in writing by Customer, and Albert shall ensure that the its employees providing the Services and having access to Personal Information provided by Customer are under strict confidentiality provisions and are aware of and are suitably trained in any such technical, organizational and security measures.
The Parties agree that with respect to all Data, it shall be the responsibility of the Customer to devise, safeguard, transfer, share and use the Data in compliance with applicable laws, directives, and regulations, including without limitation, any privacy and data protection laws and regulation in connection with the communication of commercial advertisements (including the CAN-SPAM Act, 2003 and any applicable similar laws and regulation).
Customer represents and warrants that it accepts full and sole responsibility for developing and implementing a satisfactory full data backup and a disaster recovery capability facilitating complete data recovery including restoration or reconstruction of all its lost or altered files data or programs, and the security of all its Confidential Information, Data and all Personal Information
Albert maintains and owns all Intellectual Property Rights in and to: (i) the Platform; (ii) the Hosted Services; (iii) the Albert Tag; (iv) the Services; and (iv) the Documentation; and (v) any Updates and Upgrades. Customer understands and acknowledges that, other than the limited right to use the Platform and Hosted Services, as provided hereunder, these Terms do not convey any right, title or interest in and to the Platform, the Hosted Services, or any other Intellectual Property Right of Albert. Any updates, upgrades, improvements, modifications, adaptations, derivatives or enhancements made to the Platform or Hosted Services, any of Albert’s Intellectual Property, or to any part thereof, or other work which includes, contains, substitutes, emulates, exposes the functionalities, or incorporates the Platform or Hosted Services, or any part thereof, made by the Customer, Albert or jointly by the Customer and Albert, shall be solely owned by Albert.
Neither Party shall disclose any Confidential Information to any third party other than to its Personnel, employees, agents and/or independent contractors to whom disclosure is reasonably required provided that such individuals and entities have agreed, under an executed agreement, to keep such information confidential in the same or a substantially similar manner as provided for in these Terms. Neither Party will use any Confidential Information except as expressly permitted by, or as required to achieve the purposes of these Terms. Each Party will take reasonable security precautions to protect and safeguard the Confidential Information of the Disclosing Party against any unauthorized use, disclosure, transfer or publication, with at least the same degree of care and precaution as it uses to protect its own Confidential Information of a similar nature, but in no event with less than reasonable care. Either Party shall notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or breach of these Terms. Nothing in this Agreement shall prevent a Receiving Party from disclosing Confidential Information it received hereunder pursuant to a binding order of a government agency or a court, provided that the Receiving Party (a) notifies the Disclosing Party of such release or disclosure with as much notice as reasonably possible so that such Disclosing Party may seek a protective order or other appropriate remedy; and (b) uses reasonable efforts to limit such release or disclosure only to the extent required. The Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and agree that the non-breaching Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. The provisions of this section shall continue in force for a period of five (5) years following the termination or expiration of these Terms.
Representations and Warranties
Each Party hereby represents, warrants, and undertakes to the other Party that: (i) such Party has the required power and authority to enter into these Terms; (ii) the execution of these Terms and performance of its obligations thereunder do not and will not, to the best of its knowledge, violate any other agreement to which it is a party; (iii) there is no other restriction, limitation, contractual or statutory obligation, including regarding the creation and marketing of online materials and Ad Creatives, which prevents a Party from fulfilling its obligations under these Terms; (iv) these Terms constitutes a legal, valid and binding obligation when signed by both Parties.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALBERT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE ABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE HOSTED SERVICES, THE PLATFORM AND THE ALBERT TAG OR ANY PART THEREOF. THE SERVICES, THE PLATFORM, AND THE ALBERT TAG, (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA, MATERIALS, REPORTS AND ANY INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, SECURITY OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED BY ALBERT AND/OR CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE PLATFORM AND THE HOSTED SERVICES. ALBERT DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE BENEFITS OR RESULTS THAT CUSTOMER OR ANY THIRD PARTY SHALL OBTAIN FROM THE PLATFORM AND/OR THE HOSTED SERVICE. ALBERT DOES NOT ENDORSE ANY ENTITY, PRODUCT OR SERVICE MENTIONED ON THE PLATFORM, INCLUDING ANY ADVERTISEMENTS AND/OR DATA. EXCEPT AS EXPRESSLY STATED OTHERWISE UNDER THESE TERMS, ALBERT DOES NOT AND CANNOT WARRANT THAT THE OPERATION OF THE HOSTED SERVICE, THE ALBERT TAG AND/OR THE PLATFORM IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. ALBERT MAY, AT ITS SOLE DISCRETION, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE HOSTED SERVICE, THE PLATFORM AND THE ALBERT TAG, AT ANY TIME WITHOUT ANY NOTICE TO CUSTOMER.
Limitation of Liability
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS HEREUNDER, WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, NEITHER PARTY, NOR ITS DIRECTOR’S, OFFICERS, SHAREHOLDERS, AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES, SHALL BE LIABLE TO THE OTHER PARTY, INCLUDING IN CONNECTION WITH ANY CLAIMS OF ANY END USER OR ANY OTHER THIRD PARTY FOR ANY LOSS, COST, DAMAGES OR EXPENSES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THESE TERMS, AND/OR THE PLATFORM AND HOSTED SERVICES (OR ANY PART THEREOF), REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS AND/OR PERFORMANCE UNDER THESE TERMS, THE PLATFORM (OR ANY PART THEREOF), SHALL EXCEED THE FEES PAST DUE OR PAYABLE TO ALBERT BY CUSTOMER FOR THE SERVICES UNDER THIS AGREEMENT.
Customer shall defend, indemnify and hold harmless Albert and its officers, directors, shareholder, employees, affiliates and agents (the “Albert Indemnitee”) from and against all costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, arising from any third-party claim that: (i) the Data, Ad Creatives, Customer’s website, Customer’s use of the Service, or other content violates any third party rights, including without limitation, infringement or violation of the Intellectual Property Rights or privacy rights of such third party; (ii) the Data, Ad Creatives or other content are obscene, defamatory, illegal, unethical, or promote illegal behavior; and/or (iii) that Customer failed to obtain any necessary permit, license or consent in connection with these Terms; and/or (iv) stems from Customer’s violation or alleged violation of any of its representations, warranties, and/or obligations under these Terms. Albert shall defend, indemnify and hold harmless Customer and its officers, directors, shareholder, employees, affiliates and agents (the “Customer Indemnitee”) from and against all costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, arising from any third-party claim that the Hosted Services, the Platform and/or the Albert Tag, violate any third party Intellectual Property Rights.
As a condition to the defense and indemnity set forth above, the Albert Indemnitee or the Customer Indemnitee, as applicable (the “Indemnified Party”) shall give the other Party (“Indemnifying Party”) prompt notice of any such claim made against it and the Indemnifying Party shall be entitled, by written notice to such Indemnified Party, to assume sole control of the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof (collectively, “Claim”), at its own expense, provided that (a) no settlement, consent order or consent judgment which involves any placement of a financial burden or admission of any liability or wrongdoing, act or omission on the part of the Indemnified Party may be agreed to by the Indemnifying Party without the Indemnified Party’s prior written consent; and (b) the Indemnifying Party shall keep the Indemnified Party informed of the status and progress of such Claim, the defense thereof and/or settlement negotiations with respect thereto. The Indemnified Party shall give the Indemnifying Party all reasonable assistance, at Indemnifying Party’s cost and expense, necessary in connection with such defense.
Term and Termination
These Terms shall govern any valid fully executed Service Order Form and shall continue for the period set forth under the Service Order Form executed pursuant hereto, unless terminated earlier as provided in these Terms or the Service Order Form. If either Party materially breaches these Terms or a valid Service Order Form, the non-breaching Party may terminate these Terms and/or any such Service Order Form, upon provision of written notice to the other Party, provided that the breaching Party has failed to cure such breach within thirty (30) days following its receipt of such notice. Albert may terminate these Terms and any Service Order Form immediately in its sole discretion upon Customer’s breach of the “Fees & Payment”, “Data”, and “Intellectual Property and Confidentiality” sections of these Terms. Either Party may terminate these Terms and any Service Order Form, in its entirety if the other Party (a) becomes insolvent or is unable to meet its debts as they mature, (b) files a voluntary petition in bankruptcy or seeks reorganization or to effect a plan or other arrangement with creditors, (c) applies for, consents to or acquiesces in the appointment of any receiver or trustee for all or a substantial part of its property, or if any such receiver or trustee is appointed and not discharged within thirty (30) days after the date of such appointment.
Upon expiration or termination of these Terms and/or any Service Order Form for any reason, (i) all rights and licenses including the License granted herein, and any Service Order Form executed pursuant hereof, shall terminate immediately; (ii) each Party shall promptly return to the other Party, or destroy and certify in writing to the other Party of the destruction of all Confidential Information; (iii) Customer shall immediately cease to use the Hosted Services and shall purge from its systems and websites any traces of the Platform or of the Albert Tag; (iv) Customer shall remit, in full, all payments due to Albert according to these Terms and all Service Order Forms pursuant thereto (and in the event of termination by Albert, only such payments accruing prior to the date thereof), and following such final payment, neither Party will be entitled to receive any payment from the other Party. The following provisions shall survive the expiration or termination of these Terms: “Definitions”, “Data”, “Intellectual Property”, “Confidentiality”, “Disclaimer of Warranties”, “Limitation of Liability”, “Indemnification”, “Term and Termination” and “Miscellaneous Provisions”, and all other performance obligations of both Parties under this Terms shall cease.
This Acceptable Ad Creative and Content Policy (the “Policy”) describes the types of prohibited and restricted content and creative when providing Albert Technologies Ltd. with Ad Creatives for display and serving via the Platform.
All capitalized terms not otherwise defined hereunder shall have the meaning ascribed to them in the Services Terms and conditions available at https://albert.ai/terms-and-conditions.
Customer hereby agrees and undertakes to comply with the terms and conditions of this Policy. If Albert Technologies Ltd. suspects that an Ad Creative is in violation of any of the terms and conditions of this Policy, Albert Technologies Ltd. reserves the right to: (i) stop the specific Ad from running and being displayed; (ii) block certain creative, landing pages, or content; and/or (iii) disable Customer’s account in the event of multiple or severe violations of this Policy, all at Albert Technologies Ltd.’s sole and absolute discretion.
Albert Technologies Ltd. reserves the right to modify, amend and update this Policy or any part thereof at any time, in its sole discretion. Reference is made hereunder to the IAB’s (Interactive Advertising Bureau) contextual taxonomy categorization.
In addition to, and without derogating from, the terms and conditions set forth in the Service Terms and Conditions, Customer shall not use the Platform in any way that causes, or may cause, damage to the Platform and/or Hosted Services or impairment of the availability or accessibility of the Platform or the Hosted Services.
Customer must not use the Platform and/or Hosted Services: (i) in any way that is unlawful, illegal, fraudulent or harmful; (ii) or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
Customer must ensure that all content complies with the provisions of this Policy.
ALBERT TECHNOLOGIES LTD Ltd. d/b/a Albert (“Albert”, “Company”, “our”, “we” or “us”) respects the privacy of its customers (“Customers”) and potential customers (“Potential Customer”) and of its Customers’ current and potential clients/users (“”End Users” )(also referred to in this document as “you” and “your”) , with respect to their use or interaction with Albert’s advertising accounts and activity intelligent management services and related services (the “Services”) and/or our website located at https://albert.ai (the “Website”), and is committed to protect the personal information that is collected from or shared by Customers, Potential Customers and End Users.
Please note: you are not obligated by law to provide us with any personal information.
We may collect, access and process several types of data and information:
Albert does not collect, access, store or process any End User Personal Information.
All Customers are obligated to refrain from providing Albert with any Personal Information of End Users.
To avoid any accidental access to End User Personal Information which may arise from our access to Customer’s Social Network Advertiser Accounts in the scope of our provision of Services, Albert requires all its Customers and all Customers are obligated to provide us only the minimum access permissions to their Social Network Advertiser Accounts, in a manner that does not allow us to access any Personal Information of End Users (e.g. providing Albert the role of Advertiser in Customer’s Facebook business page as further explained by Facebook here).
There are two main methods we use:
With your consent:
When Performing this Agreement:
Information regarding the Customers will be maintained, processed and stored by Albert and our authorized affiliates and service providers in the United States, EU and in Israel, and as necessary, in other territories, in secured cloud storage, provided by our third party service provider.
You hereby accept the transfer and storage of information as described above.
During the course of customers’ use of the Services, a Customer may provide Albert with information on any individual who views, listens to, or interacts, or is able to view or listen to, or interact with, any of such Customers’ advertisements, delivered and/or analyzed through the Services (“End User Data”). Customer hereby represent and warrant that any End User Data provided to Albert in the scope of the Services shall not include Personal Information of any End User.
Without derogating from the above, to the extent you provide Albert with any Personal Information in spite of the aforementioned, or pursuant to a separate written agreement between you and Albert, you shall be deemed the data controller and Albert shall be deemed a data processor, and in any such case: (i) you will collect, use, transfer and otherwise process any Personal Information in compliance with all applicable laws, including but not limited to the applicable data protection laws; (ii) You shall be responsible for providing appropriate information and obtaining any required consent from data subjects, including all required notices and consents; (iii) you will not provide or allow Albert access to any personal data relating to children below the age of 16 or any other “special categories of personal data” as defined under the EU General Data Protection Regulation (the “GDPR”) without Albert's prior written approval, and (iv)You have provided such information and obtained such consent to any processing of Personal Information by and through the Platform and Services in accordance with any and all applicable laws.
Albert welcomes all qualified Candidates to apply to any of the open positions posted at https://albert.ai/careers/, by sending us their contact details and CV (“Candidates Information”). Since privacy and discreetness are very important to our Candidates, we are committed to keep Candidates’ Information private and use it solely for our internal recruitment purposes (including for identifying Candidates, evaluating their applications, making hiring and employment decisions, and contacting Candidates by phone or in writing).
Please note that Albert may retain Candidates Information submitted to it even after the applied position has been filled or closed. This is done so we could re-consider Candidates for other positions and opportunities at the Company; so we could use their Candidates Information as reference for future applications submitted by them; and in case the Candidate is hired, for additional employment and business purposes related to their work.
If you previously submitted your Candidates Information to the Company, and now wish to access it, update it or have it deleted from our systems, please contact us at email@example.com.
Albert may share your Personal Information with third parties (or otherwise allow them access to it) only in the following manners and instances:
Protecting Rights and Safety:
We may share your Personal Information with others, with or without notice to you, if we believe in good faith that this will help protect the rights, property or personal safety of Albert, any of our End Users, or any member of the general public.
Albert Subsidiaries and Affiliated Companies:
If the law applicable to you grants you such rights, you may ask to access, correct, or delete your Personal Information that is stored in our systems or that we otherwise control. You may also ask for our confirmation as to whether or not we process your Personal Information or ask to withdraw any consent you have previously provided to Albert in connection with our use and processing of your Personal Information.
Subject to the limitations in law, you may request that we update, correct, or delete inaccurate or outdated information. You may also request that we suspend the use of any Personal Information the accuracy of which you contest while we verify the status of that data.
Subject the limitations in law, you may also be entitled to obtain the Personal Information you directly provided us (excluding data we obtained from other sources) in a structured, commonly used, and machine-readable format and may have the right to transmit such data to another party.
If you wish to exercise any of these rights or withdraw your consent, please contact us at: firstname.lastname@example.org. When handling these requests, we may ask for additional information to confirm your identity and your request. Please note, upon request to delete your Personal Information, we may retain such data in whole or in part to comply with any applicable rule or regulation and/or response or defend against legal proceedings versus us or our affiliates, or as we are otherwise permitted under such law applicable to you.
To find out whether these rights apply to you and on any other privacy related matter, you can contact your local data protection authority if you have concerns regarding your rights under local law.
We may retain Your Personal Information for as long as legitimately and to the extent required, for the achievement of the purposes listed under Section 4, including without limitation, as reasonably necessary to comply with our legal obligations and/or protect our legitimate interests.
To use our Services, you must be over the age of sixteen (16). Therefore, Albert does not knowingly collect Personal Information from minors under the age of sixteen (16) and does not wish to do so. We reserve the right to request proof of age at any stage so that we can verify that minors under the age of sixteen (16) are not using the Services.
We take great care in implementing and maintaining the security of Albert's Services, Website and its Customers’ and the Personal Information it collects and processes. Albert employs industry standard procedures and policies to ensure the protection of Personal Information, and to prevent unauthorized use of any such information.
Please note however, that regardless of the measures we take and the efforts we make, we cannot and do not guarantee the absolute protection and security of any Personal Information.
Albert uses certain monitoring and tracking technologies, including ones offered by Third Party Services. These technologies are used in order to maintain, provide and improve our Services and Website on an ongoing basis, and in order to provide a better experience and more personalized offers, to our Customers and Potential Customers as well as to track and monitor our Customers and Potential Customers’ interaction with our offers, emails, Website, and advertisements. For example, these technologies enable us to (i) keep track of our Customer’s and Potential Customers’ Services and Website preferences and authenticated sessions, (ii) better secure our Services and Website and detect abnormal behaviors, (iii) identify technical issues with our Services or Website, (iv) provide advertising and track ad performance, (v) for our analytics, and (vi) monitor and improve the overall performance of our Services and Website, (vii) deliver you targeted advertisements that are more tailored to you, based on your browsing activities and inferred interests.
We may also use Google Analytics, Facebook, Twitter and LinkedIn’s functionality of re-marketing through their tracking cookies and pixel-based retargeting services. This means that if you provided your consent to Google, Facebook, Twitter or LinkedIn (the “Social Ad Platforms”) to be provided with personalized commercial offers, you may be served with ads (including advertisements of third parties) based on your access to the Services or Website, outside of the Services and Website and across the internet. In such event the Social Ad Platforms, will place cookies on your web browser and use such cookies to serve you ads based on past visits to our Services and Website.
If you wish to opt-out of such re-targeting and tracking functionality of the Social Ad Platforms, you may do so at the following links:
PLEASE NOTE – such tracking and targeting by Social Ad Platforms, is provided pursuant to your engagement with such Social Ad Platforms and the actual nature and scope of Personal Information collection and processing performed by such Social Ad Platforms is not transparent to us. If you would like to learn more or make further inquiries with respect to such nature or scope please refer to each of such Social Ad Platforms directly.
Learn more about your choices and how to opt-out of tracking technologies:
By registering to our Services and/or providing us with your e-mail address or any other contact information (including without limitation through any form on our Website), you expressly agree to receive promotional content, messages or calls from Albert or our partners (acting on our behalf). Accordingly, we or our affiliated representatives, shall be permitted to call you or send you promotional content or messages by e-mail, SMS, direct text messages, marketing calls and similar forms of communication.
If you wish not to receive such promotional messages or calls, you may withdraw your consent by sending a written notice to Albert by email to the following address: email@example.com or by pressing the “Unsubscribe” link contained in the promotional communications you receive.
Please note that the Company may also contact you with important information regarding your use of our Services. For example, we may notify you (through any of the means available to us) of changes or updates to our Services, payment issues, service maintenance, etc. You will not be able to opt-out of receiving such service messages.
By contacting Albert, and accessing the Services and the Website, you warrant and agree that you are free to do so, and that you are not providing Albert with information which violate any third party intellectual or privacy rights.
Albert referral partner program terms and conditions
THIS ALBERT REFERRAL PARTNER PROGRAM TERMS AND CONDITIONS (the “Terms” or “Agreement”) control and govern the engagement between Albert Technologies, Inc. (“Albert”), a company organized and existing under the laws of the state of New York, having its principal place of business at 102 W. 38th St. 6th Fl, New York, NY 10018, and, as applicable pursuant to Albert’s discretion, its Affiliates, and you, the specific entity or person entering into this Agreement (“Partner”), in the scope of the Partner Program as defined below. Each of Partner or Albert shall be referred hereto as a “Party” and collectively, as the “Parties”.
WHEREAS, Albert is the developer and proprietor of the online internet based SaaS solution currently known as the ALBERT™ platform, which automatically manages, plans and executes marketing strategies and activities, and which is administered by Albert to provide its ad-tech services, including all software and hardware components thereof (the “Platform” and “Services” may collectively be referred to herein as the “Platform”)); and
WHEREAS, Partner is an actor in the fields of advertising/marketing services, and wishes to participate in the Albert partner referral program that rewards partners who have been approved by Albert for the media spend of Albert customers who have been referred to Albert by Partner (“Sourced Customers”) or whose engagement with Albert has been assisted by Partner (“Leveraged Customers”), all as further described hereunder;
NOW, THEREFORE the Parties hereto hereby agree as follows:
Partner hereby represents, warrants and undertakes as follows: (i) to comply with all applicable laws and regulation, including obtaining and maintaining all licenses, permits and other requirements in its performance hereunder; (ii) that the execution and performance of this Agreement shall not violate any obligations, agreements, policies, or procedures of any other person or entity to which Partner is bound and that the Partner is free to participate in the Program; (iii) it has the full power and authority to execute and be subject to this Agreement; (iv) that noting is precluding it from entering into this Agreement and performing in compliance hereunder.
The term of this Agreement shall commence following Adgorithms notice to you of its decision to approve your request to join the Program, and upon your acceptance of these Terms (the “Effective Date”), and shall continue for a period of twelve (12) months following the Effective Date, unless otherwise terminated in accordance herewith (the “Term”). Upon expiration of the Term, this Agreement shall be renewed for a subsequent 12 months period, unless either Party notifies the other Party in writing of its intention not to affect such renewal at least 30 days prior to such expiration. Adgorithms may, at its sole discretion, terminate or suspend Partner’s participation in the Program for any reason whatsoever upon forty-eight (48) hours prior written notice. Adgorithms, at its sole discretion, without any penalty, may immediately terminate the Partner’s participation in the Program if it finds that Partner breached its obligations herein. Either Party may terminate this Agreement without cause by providing the other Party with at least 30 days’ prior written notice.
The Partner is and shall remain an independent contractor and neither the Partner nor any of its personnel, shall be or deemed to be an employee of Adgorithms. This Agreement, including all exhibits attached thereto, is the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior understandings, agreements and discussions between them, oral or written, with respect to such subject matter. This Agreement shall not be modified or amended except by a written instrument, signed by the Parties hereto. This Agreement shall be governed by the laws of the State of Israel, without giving effect to its internal rules of conflict of laws. The competent courts situated in Tel-Aviv, Israel, shall have sole and exclusive jurisdiction in any dispute or controversy arising out of or relating to this Agreement. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement. The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, Adgorithms, Partner and their respective successors and assigns. This Agreement may not be transferred or assigned by the Partner absent prior written consent of Adgorithms. Adgorithms may freely transfer or assign this Agreement without the prior written consent of Partner. Should any part of any provision of this Agreement be declared invalid by a court of competent jurisdiction, such decision or determination shall not affect the validity of any remaining portion of such provision or any other provision and the remainder of the Agreement shall remain in full force and effect and shall be construed in all respects as if such invalid or unenforceable provision or portion thereof were not contained herein. The failure of either Party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith or with any other term, condition or provision hereof, and said terms, conditions and provisions shall remain in full force and effect. All rights and remedies hereunder shall be cumulative, and the Parties shall have the right to obtain all available equitable remedies for the enforcement of this Agreement. Any notice or other communication required or desired to be given by either Party to the other hereunder shall be in writing and shall be deemed duly given for all purposes (a) seven (7) days after it is mailed by prepaid registered mail, return receipt requested; (b) within 24 business hours of the transmittal thereof by confirmed email or fax; or (c) upon the manual delivery thereof, to the respective addressee, or such other addresses of which notice as aforesaid has actually been received.