Albert

Legal

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.

Definitions

  • “Account” means an account in the Platform, enabling a person authorized by the Customer to access and use the Hosted Services.
  • “Ad Creative” means an account in the Platform, enabling a person authorized by the Customer to access and use the Hosted Services.
  • “Albert’s Tag” means the software component that may be made available by Albert to Customer pursuant to a valid Service Order Form, to be embedded in Customer’s proprietary website in order to allow tracking and analyzing of traffic and usage of such website and provision to Customer of the relevant Services.
  • “Affiliate” means, with respect to Albert, any person or entity which directly or indirectly controls, is controlled by, or is under common control with Albert as of the date of these Terms, for as long as such relationship remains in effect. For purposes of this definition, “control” means the direct or indirect ownership of at least 50% of the outstanding share capital or voting securities of Albert, or the right to control the policy decisions of Albert.
  • “Confidential Information” means any and all information disclosed, provided or made accessible by, or on behalf of, one Party (“Disclosing Party”) to the other Party (“Receiving Party”) and/or any of its key persons, whether in writing, orally or in any other form which is not in the public domain, or regarding past, present, or future marketing and business plans, technical, financial or other proprietary or confidential information of the Disclosing Party, or which, given the nature of the information or material, or the circumstances surrounding the disclosure or provision, reasonably should be understood to be confidential or proprietary, as well as improvements, derivatives, upgrades, updates, and know-how related thereto. Confidential Information does not include information that: (i) is already or becomes generally known or available to the general public through no act or omission by the Receiving Party in breach of this Terms; (ii) is already known to the Receiving Party at the time of disclosure without breaching any confidentiality obligation, as such may be evidenced in the Receiving Party’s written records; (iii) is rightfully disclosed to the Receiving Party by a third party, who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; (iv) is independently developed by the Receiving Party without use of, reference to, any of the Confidential Information of the Disclosing Party, as such may be evidenced in the Receiving Party’s written records.
  • “Customer Data” means all data, works, materials and Customer’s list of customers with or without their contact details: (i) uploaded to, or stored on the Platform (as defined below) by the Customer and derivatives thereof; (ii) collected by Albert specifically for Customer in the scope of the Services through the Platform and transmitted by the Platform; (iii) supplied by the Customer to Albert through or pursuant to the use of the Platform, including for uploading to, transmission by or storage on the Platform; (iv) data collected via the Albert Tag with respect to traffic and usage of Customer’s website; or (v) collected by Albert from Customer through any other connection or linking approved by Customer, in the scope of the Services. For clarity, Ad Creative constitutes Customer Data.
  • “Data” means collectively Customer Data, Customer Social Network Advertiser Account Data (as defined below) and End User Data.
  • “Documentation” means the documentation for the Hosted Services produced by Albert and delivered or made available by Albert to the Customer;
  • “End User” means any individual who views or listens to, is able to view or listen to, or interacts with, any advertisement of the Customer, delivered through the Platform and Hosted Services.
  • “End User Data” shall mean data directly or indirectly collected by Albert and/or Customer during the performance of these Terms whether or not voluntarily provided by the End User, and which may include, without limitation, unique device identifiers (UDIs), cookie pools and Personal Information (as defined below) with respect to an End User.
  • “Hosted Services” means the access to, and use of, the Platform, as specified in the Hosted Services Specification, which will be made available by Albert to the Customer as a software-as-a-service via the internet in accordance with these Terms.
  • “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights, including but not limited to copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, utility models and rights in designs.
  • “Permitted Purpose” means the use of the Platform and the Hosted Services for the sole purpose of marketing and advertising the Customer’s services, goods, or products as contemplated hereunder.
  • “Personal Information” means sensitive and personally identifiable information about an End User that can be used to uniquely identify, contact, or locate an End User or can be used with other sources to uniquely identify an End User, including first name, last name, age, address, geo-location, individual financial account numbers, insurance plan numbers, precise information about economic status, health or medical conditions, personal status, chastity, government-issued identifiers (such as a Social Security number), and any personally identifiable information about a minor under the age of 13.
  • “Platform” means Albert’s proprietary software as a service platform, known as “Albert”, which automatically manages, plans and executes Customer’s marketing strategies and activities, and which is administered by Albert to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed.
  • “Term” means the duration Services provided by Albert hereunder as set forth in a Service Order Form executed pursuant to these Terms.
  • “Services” means any services that Albert provides to the Customer, or has an obligation to provide to the Customer, under these Terms, including without limitation the provision of the Hosted Services, the maintenance services and the support services.
  • “Update” means a periodic or one-time update or minor improvements to the Platform, including but not limited to required regular recurring updates and bug fixes, and which may be identified by a change in the digit to the right of the right-most decimal.
  • “Upgrade” means a major software release provided by Albert involving additional and/or improved functionality to the Platform and/or otherwise identified by a change in the digit to the left of the left-most decimal point.

Hosted services

1

Hosted Services.

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.

2

License.

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.

3

License Conditions.

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.

4

Access.

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

5

Fees.

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.

Data

6

Customer Data.

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.

7

End User Data.

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.

8

Social Network Advertiser Data.

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.

9

Data Protection and Privacy.

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.

Customer shall ensure that each of its websites and/or mobile applications contains a privacy policy that: (a) discloses the usage of third-party technology and the data collection and usage resulting from the Platform, the Albert Tag and the Hosted Services; (b) contains a conspicuous live hyperlink to an opt-out website that provides the End User the ability to opt out of interest-based advertising and related collection of information through the Platform, the Albert Tag and Hosted Services; and (c) complies with all applicable privacy laws, rules and regulation. To the extent required by applicable law, rule or regulation, Customer shall provide Albert, with respect to the provision of the Hosted Services, a copy of Customer’s privacy policy consistent with the foregoing requirements.

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

Intellectual Property

10

Albert’s Intellectual Property.

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.

Confidentiality

11

Confidentiality.

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

12

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.

  1. a
    Albert’s Representations and Warranties. Albert hereby represents and warrants to the Customer that: (i) it will have all necessary rights, licenses, know-how, expertise and experience to provide the Services under these Terms; (ii) it exclusively owns or is the licensee of the Platform, the Albert Tag and the Intellectual Property Rights therein and has the full legal rights, licenses and authority to grant the License to Customer, as provided herein; (iii) the Platform and Hosted Services will conform in all material respects with the Hosted Services Documentation; (iv) the Platform will incorporate security features reflecting the requirements of good industry practice; and (v) the Hosted Services and the Platform, when used by the Customer in accordance with these Terms, shall comply with all applicable laws and regulations.
  2. b
    Customer’s Representations and Warranties. Customer hereby represents, warrants to Albert and undertakes that: (i) it shall use the Hosted Services and the Platform solely for the Permitted Purposes as contemplated by these Terms, and shall not interfere with the integrity or performance of the Hosted Services and the Platform or the Data contained therein or attempt to gain unauthorized access to the Platform; (ii) it shall make every effort to uphold the highest ethical and commercial standards, and comply with all applicable laws and regulations applicable to its business and/or the use of the Hosted Service and the Platform, including data protection, anti-SPAM, and privacy laws and regulations; (iii) none of the Ad Creatives and none of Customer’s websites to which an End User is directed following a click on any advertisement will contain any obscene, defamatory, infringing, illegal, deceptive, pornographic, gambling–related or hateful content; (iv) the Ad Creatives will be free of any “virus”, “Trojan Horse”, “worm”, “disabling”, “lock out” or any other malicious code as such terms are understood in the computer industry; (v) it shall comply with the Child Online Privacy Protection Act (“COPPA”) and no Ad Creative will be used for any website or online service directed to children under the age of 13 nor shall any Personal Information about or relating to an individual under the age of 13 be transmitted to Albert; (vi) it shall deliver the Ad Creatives in accordance with the Acceptable Ad Creative and Content Policy found at www.albert.ai/content-policy; (vii) it is solely responsible for the Data, the Customer’s website and/or the Ad Creatives and the consequences of using, advertising, publishing, promoting, and/or distributing them via the Hosted Service and on the Platform, except if such consequences are a direct result of a wrongful or intentional act or omission by Albert; (viii) the Ad Creatives and/or Data is (and will continue to be throughout the Term) true, accurate, complete, and non-infringing upon any third party rights, including Intellectual Property Rights and privacy rights; (ix) it has obtained, and be deemed to have hereby granted to Albert, all rights necessary to authorize Albert to store, audit, optimize and serve Ad Creatives and otherwise provide the Hosted Services and the Platform to Customer hereunder; and (x) it shall not knowingly or purposely use, merge or otherwise make available to the Platform any Personal Information provided by an End User or other third party in a manner which violates applicable law, or any legal right of the End User or third party regarding the use and/or disclosure of their Personal Information conferred by the then-current privacy policy on either party’s websites.

Warranty Disclaimer

13

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

14

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.

Indemnification

15

Indemnification.

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

16

Term.

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.

Miscellaneous Provisions

  1. 17.1
    Headings. The section headings used in these Terms are intended for reference purposes only and shall not affect the interpretation of this Agreement.
  2. 17.2
    Waiver. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under any Service Order or these Terms shall operate as a waiver thereof.
  3. 17.3
    Remedies Not Exclusive. Except as expressly set forth herein, no remedy hereunder is intended to be exclusive of any other remedy available hereunder or at law or in equity.
  4. 17.4
    Severability. If any provision of a Service Order or these Terms is held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall apply only to such provision. The illegality, invalidity, or unenforceability of such provision shall not in any manner affect or render illegal, invalid or unenforceable any other provision of a Service Order or these Terms, and that provision, and a Service Order or these Terms, generally, shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in a Service Order or these Terms. The fact that any provision of a Service Order or these Terms is held to be illegal, invalid or unenforceable in a particular jurisdiction shall have no effect upon the legality, validity, or enforceability of such provision in any other jurisdiction.
  5. 17.6
    Non-Exclusivity. A Service Order or these Terms are non-exclusive.
  6. 17.8
    No Strict Construction. If an ambiguity or question arises with respect to any provision of a Service Order or these Terms, the Service Order or these Terms will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Agreement.
  7. 17.9
    Assignment. Neither a Service Order, nor these Terms, or any rights or licenses granted thereunder may be assigned, delegated or subcontracted by Customer without the prior written consent of Albert. Any attempt to assign any rights, duties or obligations which arise under a Service Order or these Terms without such consent shall be null and void ab initio. This Agreement shall be binding upon and will inure to the benefit of the Parties and their respective permitted successors and assignees. Notwithstanding the foregoing, a Party may assign its rights, duties or obligations under this Agreement without the consent of the other Party in the event of a merger, acquisition or other change in control of its ownership.
  8. 17.10
    Independent Contractor Relationship. The Parties are independent contractors and a Service Order, or these Terms, do not create an agency, partnership, or joint venture relationship between the Parties. Each Party has sole responsibility for its activities and its personnel, and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate the other Party in any manner.
  9. 17.11
    Force Majeure. Neither Party shall be liable for any failure or delay in the performance of any of their respective obligations if prevented from doing so by a Force Majeure Event. “Force Majeure Event” means (i) floods, earthquakes, or other similar elements of nature or acts of God; (ii) riots, civil disorders, rebellions or revolutions in any country; or (iii) any other cause beyond the reasonable control of the non-performing Party, provided the non-performing Party is without fault in failing to prevent or causing such default or delay, and such default or delay could not have been prevented or circumvented by the non-performing Party through the reasonable use of alternate sources, workaround plans or other reasonable precautions.
  10. 17.12
    Notices. All notices and other communications required or permitted to be given to a Party pursuant to a Service Order or these Terms shall be in writing, and shall be deemed duly given (i) on the date delivered if personally delivered; or (ii) on the business day after being sent by Federal Express or another recognized overnight courier service which utilizes a written form of receipt for next day or next business day delivery in each case addressed to the applicable Party at the address set forth on the first page of this Agreement; provided that a Party hereto may change its address for receiving notice by the proper giving of notice hereunder. A copy of any notice to Albert shall be sent to Rosenberg Fortuna & Laitman, LLP, attention: Arthur S. Laitman, Esq., 666 Old Country Road, Suite 810, Garden City, New York, 11530, facsimile: (516) 228-6672.
  11. 17.13
    Governing Law/Jurisdiction/Venue/Legal Fees. These Terms, as well as any Service Order, and all matters arising directly or indirectly therefrom, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of New York. For all such matters, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York and waives any jurisdictional, venue, or inconvenient forum objections to such courts. The prevailing Party in any litigation shall be entitled to recovery of its reasonably attorneys' fees from the other Party in addition to any other award of damages from the court.
  12. 17.14
    Entire Agreement. These Terms, as well as any Service Order, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all existing or prior agreements and communications, whether written or oral, relating to the subject matter hereof. No modification of a Service Order or these Terms shall be effective unless it is in writing and signed by an authorized representative of each Party.

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.

1

General usage rules

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.

2

Unlawful and Prohibited Content
  1. 2.1
    Content, and the use of content by Albert Technologies Ltd. in any manner licensed or otherwise authorised by Customer, must not: (i) be libellous or maliciously false; (ii) be obscene or indecent; (iii) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right; (iv) infringe any right of confidence, right of privacy or right under data protection legislation; (v) constitute negligent advice or contain any negligent statement; (vi) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity; (vii) be in contempt of any court, or in breach of any court order; (viii) constitute a breach of racial or religious hatred or discrimination legislation; (ix) be blasphemous; (x) constitute a breach of official secrets legislation; or (xi) constitute a breach of any contractual obligation owed to any person.
  2. 2.2
    Customer undertakes to ensure that content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
  3. 2.3
    Customer shall not serve Ad Creatives which contain or promote the following content:

    1. 2.3.1
      Adult sexual content
    2. 2.3.2
      Copyrighted materials
    3. 2.3.3
      Counterfeit goods
    4. 2.3.4
      Drugs and drug paraphernalia
3

Graphic material
  1. 3.1
    Content must be appropriate for all persons who have access to or are likely to access the Ad in question, and in particular for children over the age of 13 years.
  2. 3.2
    Content must not depict violence in an explicit, graphic or gratuitous manner.

Last Revised: May 09, 2018

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.

This Privacy Policy (the “Privacy Policy”) is intended to describe our practices regarding the information we may collect from you or to which we may have access when you use or interact with the Services and the Website, the manners in which we may use such information, and the options and rights available to you.

Capitalized terms which are not defined herein, shall have the meaning ascribed to them in our Terms of Use at https://albert.ai/terms-and-conditions/, which this Privacy Policy is incorporated thereto by reference.

1

Your Consent (PLEASE READ CAREFULLY!)

BY ACCESSING THE SERVICES AND/OR USING THE SERVICES, YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS PRIVACY POLICY, INCLUDING TO THE COLLECTION AND PROCESSING OF YOUR PERSONAL INFORMATION (AS DEFINED BELOW) IN THE EVENT YOU DECIDE TO PROVIDE US WITH SUCH. IF YOU DISAGREE TO ANY TERM PROVIDED HEREIN, YOU MAY NOT USE OR ACCESS THE SERVICES OR THE WEBSITE.

Please note: you are not obligated by law to provide us with any personal information.

2

Which information we may collect on our Customers, Potential Customers, or End Users?

We may collect, access and process several types of data and information:

  1. a.
    The first type of information is non-identifiable and anonymous information (“Non-personal Information“). We are not aware of the identity of the individual from whom we have collected the Non-personal Information. Non-personal Information which is being gathered consists of aggregated, statistical or otherwise any technical information and behavioral analysis which is not associated with any identified or identifiable individual. Such Non-personal Information may contain, among other things, aggregated information concerning users’ operation system and browsers, smart-phone and OS’s version, screen resolution, duration of usage of the Website or Services, click-stream, keyboard language, analysis of advertising campaigns results, etc.
  2. b.
    Other type of information is information relates to an identified or identifiable living individual or such information that with reasonable efforts or together with additional information we have access to, enable the identification of an individual (“Personal Information”). For avoidance of doubt, any Non-Personal Information connected or linked to any Personal Information shall be deemed as Personal Information as long as such connection or linkage exists.
  3. The Personal Information that we do collect consists of the following types of information:

    • Contact details provided voluntarily by Customers and Potential Customers in connection with usage of the Services and/or the Website, including without limitation name, e-mail address, phone number, address, title etc.
    • Contact details provided voluntarily by Potential Customers to third parties, who provided us with such contact details and assured us that you have authorized such third parties to provide such information to others.
    • Content that you generate, or your actions in your use of your account in the Services or of the Website.
    • Postage, billing and other information used to transact and deliver through the Services.
    • Information you voluntarily provide through the Services or to our support personnel for the purpose personalization of your interface with the Services.
    • We may collect Personal Information about Customers and Potential Customers’ interaction with our Services and Website, such as impressions of and reactions to our advertisements, and information related to our communications with you. This is information we receive from devices (including mobile devices) and software Customers and Potential Customers’ use when they access our Services or our Website. This information could include the following: Device ID or unique identifier, device type, ID for advertising, unique device token, operating system, information regarding your clicks, views and engagement with our advertisement Website and Services, information concerning your traffic to and from the Services and Website, your referral URL, ad data, your IP address, your browsing history, your web log information, and your location information, including location information from your mobile device or as can be derived from your IP address.

      • We perform such collection automatically through use of cookies, web beacons, unique identifiers, and similar technologies which allow us to collect information about the pages and screens you view, the links you click, and other actions you take when using our Services or interacting with our Website, within our advertising or email content, as further detailed in section ‎12.
      • Please take into consideration that certain portions of such abovementioned information may also be collected from your device or software, when the Services are running in the background, i.e. when they have been launched but are not used.

      • For more information about our use of these technologies, and how to control them, see our Cookie Policy.

      • Please keep in mind – that most mobile devices, mobile operating systems and browser software, allow you to control or disable the use of certain collectable information including location services, by any application, in the applicable settings menu.
    • The contents of your interaction with our customer support or sales departments, which may include text/video/audio recording and transcripts.
    • Information that is provided to us by job candidates (“Candidates”), when they apply for work with us.
! IT IS IMPORTANT TO NOTE THAT WE DO NOT ACCEPT AND REQUIRE ALL OF OUR CUSTOMERS TO REFRAIN FROM PROVIDING US WITH, ANY PERSONAL INFORMATION OF END USERS.

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).

TO THE EXTENT THAT YOU PROVIDE TO US ANY PERSONAL INFORMATION IN CONNECTION WITH ANY THIRD PARTY INDIVIDUAL YOU ARE SOLELY RESPONSIBLE TO RECEIVE AND HEREBY REPRESENT AND UNDERTAKE TO HAVE RECEIVED THE CONSENT, AUTHORITY, PERMISSION AND APPROVAL OF SUCH PERSON AND PROVIDED THEM WITH SUFFICIENT DISCLOSURES, TO ALLOW THE USE OF SUCH PERSONAL INFORMATION, AND TO ALLOW ALBERT TO ACCESS, STORE AND COLLECT SUCH PERSONAL INFORMATION AS DETAILED HEREIN.
3

How Do We Collect Information on Our Customers?

There are two main methods we use:

  1. a.
    We collect information automatically through your use of the Services and the Website. In other words, we are aware of your usage of the Services and Website and may gather, collect and record the information relating to such usage, including by using our third party services providers as detailed in Section ‎8 (sharing information with third parties) below, and by using “cookies” and other tracking technologies, as further detailed in Section ‎12 (Third Party Services/Software, Cookies and Other Tracking Technology) below.
  2. b.
    We collect information which you provide us voluntarily. For example, Customers provide us credentials for their Customer Social Network Advertiser Account which, in order us to be able to provide our Services.
4

What are the Purposes of the Collection and Processing of Personal Information?
  1. a.
    Legal basis for collecting and processing of Personal Information. We collect, process and use your information for the purposes described in this Privacy Policy, based at least on one of the following legal grounds:

    • With your consent:
      We ask for your agreement to process your information for specific purposes and you have the right to withdraw your consent at any time. For example, we ask for your consent to provide you with personalized content and ads through the use of cookies, or to provide you with marketing material pursuant to your “contact us” request, you submitted through our Website;”

    • When Performing this Agreement:
      We collect and process your Personal Information in order to provide you with the Services, following your acceptance of this Privacy Policy; to maintain and improve our Services; to develop new services and features for our Users; and to personalize the Services in order for you to get a better user experience. For example, we collect your login credentials to your Social Network Advertiser Account in order to provide you with the Services.

    • Legitimate interests:
      We process your information for our legitimate interests while applying appropriate safeguards that protect your privacy. This means that we process your information for things like detecting, preventing, or otherwise addressing fraud, abuse, security, usability, functionality or technical issues with our Services, protecting against harm to the rights, property or safety of our properties, or our users, or the public as required or permitted by law; Enforcing legal claims, including investigation of potential violations of this Privacy Policy; in order to comply and/or fulfil our obligation under applicable laws, regulation, guidelines, industry standards and contractual requirements, legal process, subpoena or governmental request, as well as our Terms of Service and our billing process.

  2. b.
    Personal Information is collected in order to:

    • Provide, improve and operate our Services and related services.
    • Send you updates, notices, notifications, announcements, and additional information related to the Services;
    • Be able to provide the Customers with technical assistance and support and to provide the Customers with updates with respect to the Services.
    • To display or send to you marketing and advertising material and general and personalized content and advertisement via the Services, the Website, email, postal mail, telephone, mobile devices and/or when you visit other sites.
    • Use it to create cumulative statistical data and other cumulative information analysis and/or other conclusive information that is non-personal, in which we might make use of in order to operate and improve our Services and provide related services.

    • Prevent, detect, mitigate, and investigate fraud, security breaches or other potentially prohibited or illegal activities, including any breaches of this Privacy Policy or of our Terms of Use

    • Comply with any applicable rule or regulation and/or response or defend against legal proceedings versus us or our affiliates
5

Where Do We Store Personal Information?

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.

While the data protection laws in the above jurisdictions may be different than the laws of your residence or location, please know that the Albert, its affiliates and service providers that store or process your Personal Information on our behalf are each committed to keep it protected and secured, pursuant to this Privacy Policy, applicable law and industry standards, regardless of any lesser legal requirements that may apply in their jurisdiction. Specifically, each of our services providers who stores or processes your Personal Information either, (i) assured us that it provides adequate safeguards to protect your rights to privacy, (ii) holds and processes such information on our behalf in a jurisdiction which has been determined to ensure an adequate level protection by the EU Commission, or (ii) if in the US, is certified under the EU-US Privacy shield framework.

You hereby accept the transfer and storage of information as described above.

6

Non-Personal and Personal Information of Third Parties

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.

Customer shall ensure that each of its websites contain a privacy policy that: (a) discloses the usage of third-party technology and the data collection and usage related to the Services; (b) contains a conspicuous live hyperlink or email address allowing the End User to opt-out of interest-based advertising; and (c) complies with all applicable privacy laws, rules and regulation, including in connection with the communication of commercial advertisements (including anti-spam and cookies notice).

You represent and warrant to Albert that you have the full right and authority to provide Albert and its third party service providers with all information you actually provide to Albert, and to allow Albert to use such information in connection with the performance of the Services or otherwise in accordance with this Privacy Policy.

7

Job Candidates:

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 cv@albert.ai.

8

Sharing Information with Third Parties

Albert may share your Personal Information with third parties (or otherwise allow them access to it) only in the following manners and instances:

  1. a.
    Third Party Services:
    We are partnering with a number of selected service providers, whose services and solutions complement, facilitate and enhance our own. These include hosting, database and server co-location services (e.g., AWS), data analytics services (e.g. Google Analytics, Google Data Studio), data and cyber security services (e.g. CloudFlare), fraud detection and prevention services, e-mail and text message distribution and monitoring services , payment processors dispute resolution providers, customer support and call center services (e.g. desk.com), session replay records for app analytic purposes such as crashes, functionality and usability, remote access and virtual communication services (e.g. Go To Meeting), and our business, legal and financial advisors (collectively, “Third Party Service Providers“).
    Such Third Party Service Providers may receive or otherwise have access to your Personal Information, depending on each of their particular roles and purposes in facilitating and enhancing the Services, and may only use such Personal Information for such purposes and in accordance with this Privacy Policy. Such disclosure or access is strictly subject to the relevant services provider’s undertaking of confidentiality obligations, and the prevention of any independent right to use this data except as required to help us to facilitate or enhance the Services. We remain responsible and liable for any Personal Information processing done by Third Party Service Provider on our behalf, except for events outside of its reasonable control.
  2. b.
    Governmental/Law Enforcement Agencies and Legal Requests or Duties:
    We may disclose or otherwise allow access to your Personal Information pursuant to a legal request, such as a subpoena, search warrant or court order, or in compliance with applicable laws, with or without notice to you, if we have a good faith belief that we are legally required to do so, or that disclosure is appropriate in connection with efforts to investigate, prevent, or take action regarding actual or suspected illegal activity, counter terrorist financing verification requirements, fraud, or other wrongdoing.
  3. c.

    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.

  4. d.

    Albert Subsidiaries and Affiliated Companies:
    We may share Personal Information internally within our family of companies or with our affiliated marketing partners (who represent us in your territory), for the purposes described in this Privacy Policy and in accordance with its terms. In addition, should Albert or any of its affiliates undergo any change in control, including by means of merger, acquisition or purchase of substantially all of its assets, your Personal Information may be shared with the parties involved in such event. If we believe that such change in control might materially affect your Personal Information then stored with us, we will notify you of this event and the choices you may have you via e-mail and/or prominent notice on our Website or Services.

For the avoidance of doubt, Albert may share your Personal Information in additional manners, pursuant to your explicit approval, or if we are legally obligated to do so. Additionally, we may transfer, share or otherwise use Non-personal Information in our sole discretion and without the need for further approval.
9

Deletion, Withdrawal of Consent or modification of Personal Information

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: support@albert.ai. 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.

10

Data Retention

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.

11

Minors

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.

12

Security

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.

13

Software/Service, Cookies and Other Tracking Technology

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.

  • Cookies A cookie is a small data file that is downloaded and stored on your computer or mobile device when you visit our Website. Learn more about cookies here: www.allaboutcookies.org
  • Pixel Tags: Pixel tags (also commonly known as web beacons) are transparent images, iFrames, or JavaScript placed on our Website or our advertisements and emails, that our third party service providers use to understand how the Website, such advertisements and emails are interacted with

To learn more about our use of Cookies and other tracking technology that we use please see our Cookie Policy.

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.

Please visit the Social Ad Platforms Privacy policy to find out how they use such information:

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.

In addition, if you wish not to receive ads from us based on information we obtain from use of cookies and pixel tags, please send us an e-mail to support@albert.ai and we will respond within a reasonable timeframe and in accordance with applicable laws.

Learn more about your choices and how to opt-out of tracking technologies:

In order to delete or block any tracking technologies, please refer to the “Help” area on your internet browser for further instructions, or learn more by visiting our Cookie Policy.. You may also opt out of third party tracking technologies by following the instructions provided by each third party service provider in its privacy policy listed above or by visiting www.youronlinechoices.eu, http://optout.networkadvertising.org/?c=1#!/ or http://www.aboutads.info/choices/. Please note however that deleting any of our tracking technologies or disabling future tracking technologies may prevent you from accessing certain areas or features of our Website, or may otherwise adversely affect your user experience. Please also note that we do not respond to the ‘Do Not Track’ setting on your browser.

14

Direct Marketing

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: support@albert.ai 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.

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Changes to the Privacy Policy

The terms of this Privacy Policy are un-separated part of the Services and the Website and will govern the use of the Services and any Information collected therein, the Privacy Policy should not be separated in any way from Albert’s Terms & Conditions. Albert reserves the right to change this policy at any time, so please re-visit this page frequently. We will notify you regarding substantial changes of this Privacy Policy by changing the link to the Privacy Policy in the Service and/or by sending you an e-mail regarding such changes to the e-mail address that you provided during registration. Such substantial changes will take effect seven (7) days after such notice was provided on our Services or sent by email. Otherwise, all other changes to this Privacy Policy are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

16

General

This Privacy Policy, its interpretation, and any claims and disputes related hereto, shall be governed by the laws of the State of Israel, without respect to its criminal law principles. Any and all such claims and disputes shall be brought in, and you hereby consent to them being litigated in and decided exclusively by a court of competent jurisdiction located in Tel Aviv, Israel.

This Privacy Policy was written in English, and may be translated into other languages for your convenience. If a translated (non-English) version of this Privacy Policy conflicts in any way with the English version, the provisions of the English version shall prevail.

17

Have any Questions?

If you have any questions (or comments) concerning this Privacy Policy, you are welcome to send us an email at: support@albert.ai and we will make an effort to reply within a reasonable timeframe.

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.

Cookie Policy

This policy explains how Albert uses cookies and other tracking technology and your related choices and options. For more information on other ways we collect and use information from you and of your use of our Services and Website and your interaction with our advertisements and emails, please see our Privacy Policy. In this policy we use the term “cookies” to refer to any applicable tracking technologies described herein.

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What are cookies
  • Cookies are a small text file that is stored on your device to help websites and mobile apps remember things about you. Session-based cookies last only while your browser is open and are automatically deleted when you close your browser. Persistent cookies last until you or your browser delete them or until they expire. To learn more about cookies, visit http://www.allaboutcookies.org/
  • Pixel Tags (also known as web beacons or clear GIFs) are transparent images, iFrames, or JavaScript placed on a website or in marketing emails that are used to understand how you interact with such websites or emails.
  • Social Media Features, such as the Facebook “like” button, may collect your IP address and which page you are visiting on a website, and may set a cookie to enable the feature to function properly. Your interactions with these features are governed by the privacy policy of the company providing the relevant Social Media Features.
  • Single Sign-on allows you to log in to certain of websites or mobile applications using sign-in services provided by third parties, such as Facebook or Google. These services will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign-up form.
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How we use cookies

The cookies we use can be classified in one of the following categories:

Strictly Necessary cookies We use these cookies in order to enable you to use our Services and Website’s features, such as enabling movement between pages and remembering information you enter on forms. Without these necessary cookies, certain services on our website will not be possible and our site will not perform as it should
Security cookies We use these cookies to help identity and prevent security risks.
Authentication cookies We use the cookies to help us show you the right information and settings when you are logged-in to our website.
Performance and Analytics cookies We use these cookies to collect information about the use of our website to help improve the way the website works
Functionality and Preference cookies We use these cookies to remember the choices you make such as which language you prefer and to provide you with personalized features.
Targeting and Advertising cookies We use these cookies to deliver you with ads that are more relevant to you and your interests, by remembering information such as what you looked at on our site and to track the performance of these ads.
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What cookies we use

Our cookies:

WE DON’T USE ANY COOKIES OF OUR OWN

Third Party Cookies:

We use third party cookies for the following purposes:

  • For authentication we use third party cookies such as cookies provided by Google and Google Analytics
  • For performance and analytics, we use third party cookies such as cookies provided by Google Analytics and MixPanel
  • For targeting and advertising, we use third party cookies such as cookies provided by Google and Microsoft (Bing)
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Your choices and
  • Strictly Necessary Cookies: Because these cookies are essential to operate our website, there is no option to opt out of these cookies.
  • Targeting and Advertising Cookies:
    • You can opt out of interest-based targeting provided by participating ad servers through the Network Advertising Initiative at www.networkadvertising.org/managing/opt_out.asp or the Digital Advertising Alliance at http://www.aboutads.info/choices/.
    • You may be able to change your mobile device settings (on your iPhone, iPad or Android) to control whether you see online interest-based ads
    • You can opt out of third party tracking technologies by following the instructions provided by each third party service provider in its privacy policy listed above in Section 3 and in section 13 of the Privacy Policy.
    • You can learn more about your options by visiting www.youradchoices.com or www.youradchoices.eu
  • Other Cookies:
    • You can follow the instructions provided by your website or mobile browser (usually located within the “Help”, “Tools” or “Edit” facility) to modify your cookie settings.
    • You can opt out of third party tracking technologies by following the instructions provided by each third party service provider in its privacy policy listed above in Section 3.
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Do not track

We do not currently commit to responding to your browsers’ ‘Do Not Track’ signals with respect to our websites, in part, because no common industry standard for ‘Do Not Track’ has been adopted by regulators, including no consistent standard of interpreting a user’s intent. We are committed to monitoring the developments around ‘Do Not Track’ and the implementation of a standard.

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Changes to this cookie policy

We may update this Cookie Policy from time to time. We encourage you to periodically review this Cookie Policy to stay informed about our use of cookies, the information we collect via cookies, and any updates in relation thereto. If we make any changes to this Cookie Policy that significantly impact the way we use cookies, we will endeavor to provide you with notice in advance of such change by highlighting the change on our website. Your continued use of our website constitutes your agreement to this Cookie Policy and any updates.

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Contact us

If you have any questions about our use of cookies, please contact us at support@albert.ai.

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:

1

Partner referral program.
  1. 1.1
    The Program. The Partner Referral Program (the “Program”) offered by Albert has been created to reward actors in the fields of advertising/marketing services, who have been pre-approved by Albert, for referring potential new customers to Albert, or for assisting Albert in its efforts to engage with an existing or prospective Albert customer. Partner shall receive a referral commission (“Referral Commission”) with respect to periodic expenditure of customers who have been pre-approved by Albert pursuant to section ‎1.3 below (“Qualified Customer”), through their use of the Platform in accordance with the terms hereof. The use of the Platform is subject to the Terms of Use and Privacy Policy of such services (available at: https://albert.ai/terms-and-conditions
  2. 1.2
    Application and Acceptance to the Program. Any person or entity who wishes to qualify as a Partner and be admitted into the Program, must first apply to the Program through the Program application form located at htttp://albert.ai/partnerprogram, and Albert shall consider at its sole discretion if to accept such person or entity to the Program as Partner, where such approval is only valid from the time it has been provided by Albert in writing and subject to the potential Customer’s acceptance of these Terms.
  3. 1.3
    Qualified Customers.

    1. 1.3.1
      A Customer shall be considered a Qualified Customer if approved by Albert in writing in advance. Customer can be approved by Albert as a qualified Sourced Customer or a qualified Leveraged Customer.
    2. 1.3.2
      Partner may at any time after being admitted into the Program pursuant to section ‎1.2.1, request Albert to approve a Qualified Customer as such, by submitting to Albert the relevant details required by Albert for the consideration thereof and any clarifying inquiries by Albert to Partner.
    3. 1.3.3
      Adgorithms may reject any request made by Partner for approval of a Qualified Customer, whether Sourced or Leveraged, at its sole discretion with no liability or other restriction.
    4. 1.3.4
      In the event Albert approves a Qualified Customer, it shall provide written notice to Partner, stating whether the Qualified Customer shall be deemed a Sourced Customer or Leveraged Customer, and Partner shall be required to provide Albert with contact information for the Qualified Customer or otherwise support Albert’s efforts to acquire the Qualified Customer as a customer of Albert, as shall be agreed between Albert and Partner in the process of approval of the Qualified Customer (“Partner Assistance”).
    5. 1.3.5
      A Qualified Customer who did not make any expenditure through the Platform during a period of six (6) months as of the date it was approved by Albert as a Qualified Customer (“Customer Qualification Expiration Date”), shall cease to qualify as a Qualified Customer under the Program and Partner shall not be entitled to any Referral Commission with respect thereto for any expenditure made through the Platform following the Customer Qualification Expiration Date.
    6. 1.3.6
      Adgorithms reserves the right to investigate and review all activities related to the Program, Partners or Qualified Customers and cancel or modify its approval of a Partner or approval of a Qualified Customer if it reasonably suspects or learns that such approval was provided by Adgorithms as result of false or incomplete information provided by Partner, or if Adgorithms suspects any activity that it, in its sole discretion, believes is abusive, fraudulent, illegal, negatively reflects of Adgorithms, may adversely affect Adgorithms, or violative of this Agreement. In such cases Adgorithms may also suspend or restrict Partner’s access to the Program and/or to Adgorithms’ Services, all without derogating from adgoriths’ rights under applicable law.
  4. 1.4
    Restrictions.

    1. 1.4.1
      Partner is strictly prohibited from any marketing activity with respect to the Program or the Platform that could constitute unsolicited commercial email or “spam” under applicable law or regulation.
    2. 1.4.2
      In carrying out the Partner’s obligations hereunder, the Partner (i) shall have no authority to make any representation and/or obligations and/or commitments, undertakings or obligations on behalf of Albert or anyone on its behalf, (ii) shall have no authority to bind Albert to any contractual or other relations with any third party, without the prior written approval of Albert; and (iii) will not present itself as having such powers or authorities.
2

Representations and warranties

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.

3

Consideration.
  1. 3.1
    General. Partner shall be entitled to receive a quarterly Referral Commission, calculated on the basis of Albert’s income resulting from the relevant Qualified Customers’ monthly expenditure for media purchased through the Platform, throughout the quarter, which was facilitated by Partner Assistance (the “Monthly Expenditure”), provided that the Quarterly Average Monthly Expenditure (as defined below), exceeds the relevant minimum amount set forth in the Program Financial Terms (the “Level Minimum”), as such terms will be provided to you if and upon Albert’s approving your application to join the Program.
  2. 3.2
    Referral Commission Calculation.

    1. 3.2.1
      At the end of each calendar quarter, Albert shall review the average Monthly Expenditure throughout the quarter, (the “Quarterly Average Monthly Expenditure”) aggregated cross all Qualified Customers associated with Partner pursuant to section ‎1.3, and determine if such Quarterly Average Monthly Expenditure exceeds any Level Minimum (in the first quarter of activity such calculation will be performed on a pro-rata basis, to reflect the Average Monthly Expenditure for the period of activity throughout such quarter).
    2. 3.2.2
      Partner shall be rewarded with the Referral Commission, according to the highest Level Minimum that the Quarterly Average Monthly Expenditure exceeds, in accordance with the terms of the respective Partner Program level (the “Level”).
    3. 3.2.3
      Partner shall not be entitled to any reward in the event the Quarterly Average Monthly Expenditure, did not exceed the lowest Level Minimum.
    4. 3.2.4
      The Referral Commission, to which Partner shall be entitled hereunder, shall be calculated as the percentage rate applicable to the Partner Level determined under section ‎3.2.2, applied to Albert income that results from such then current Quarterly Expenditure.
    5. 3.2.5
      Partner will be entitled for Referral Commissions, per each of his Qualified Customers, for a period of twenty-four (24) months, commencing in the first month of each of the Qualified Customer’s activity which entitles Partner for Referral Commission, as detailed above.
  3. 3.3
    Payment. Within 30 days of the end of each calendar quarter Adgorithms shall notify Partner in writing of the Referral Commission it is entitled to, pursuant to section ‎3.2 (“Referral Commission Notice”). Adgorithms shall pay such Referral Commission to Partner within 30 days of the end of the calendar month in which it receives Partner’s invoice (pursuant to the Referral Commission Notice) which will not be provided to Adgorithms later than 30 days following receipt of the Referral Commission Notice.
  4. 3.4
    Taxes. The Referral Commission is paid to Partner exclusive of all taxes including without limitation any costs, expenses, duties, levies, and customs, and Partner shall be solely responsible for all tax matters related to the Referral Commission, including but not limited to paying any and all associated tax liabilities.
  5. 3.5
    Complete Payment and Consideration. Partner hereby acknowledges and agrees that the Referral Commission, if any, constitute the sole, exclusive and complete consideration due to the Partner hereunder and other than the Referral Commission, Albert shall not be obligated to pay any other form of compensation, consideration, fee, reimbursement, commission, benefit or expense or any other amount of any kind to Partner or any third parties in connection with this Agreement.
4

Confidentiality; proprietary rights; license.
  1. 4.1
    Partner acknowledges, confirms and agrees that the contents of this Agreement and any information indicated, disclosed, made accessible or provided to Partner by Adgorithms during or after the Term, including without limitation, any and all proprietary and/or non-public information, data and/or materials, in whatever form, whether disclosed orally or in writing, in each case related to Adgorithms and its affiliates, employees, consultants, officers, shareholders, agents, including, without limitation, any information related to a Qualified Customer (“Confidential Information”), shall be held by Partner in absolute confidence, and Partner shall take all reasonable and necessary steps to prevent the disclosure and dissemination of such Confidential Information to any third party, utilizing the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Any disclosure of Confidential Information by Partner shall be subject to Adgorithms’ prior written approval, and in any event, such disclosure and/or use shall be solely for the purpose and within the scope of performance of this Agreement. The above provisions will survive the termination or expiration of this Agreement.
  2. 4.2
    Adgorithms hereby grants Partner a limited, non-exclusive, non-sublicensable, non-transferrable, revocable right and license during the term of this Program to use and display the trademark, logo, or any other marks owned by Adgorithms solely for the purposes of this Program. Notwithstanding the aforementioned, nothing contained herein will grant either Party any right, title, or interest in any of the intellectual property rights of the other Party.
5

Liability; warranty; indemnification.
  1. 5.1
    Waiver. Partner releases Adgorithms, its parent company, subsidiaries, affiliates, and their respective directors, officers, employees and agents (“Representatives”) from any and all liability for any loss, harm, damages, cost or expense related to or arising out of the Program.
  2. 5.2
    Indemnification. Partner agrees to indemnify, defend and hold Albert and its Representatives harmless from and against any and all third party claims, demands, liabilities, costs, or expenses, including attorney’s fees and costs, arising from any breach or threatened breach of this Agreement and/or any violation by the Partner of applicable law or regulation.
  3. 5.3
    ADGORITHMS PROVIDES PROGRAM MEMBERSHIP PURSUANT TO THIS AGREEMENT, AND ALL RELATED INFORMATION, “AS IS”, AND TO THE EXTENT PERMISSBLE BY LAW, MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT THERETO, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF AVAILABILITY, ACCURACY, RELIABILITY, USEFULNESS, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY CONDITION OR WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ADGORITHMS DOES NOT WARRANT THAT THE PROGRAM OR ANY OF THE ADGORITHMS SERVICES, WILL BE UNINTERRUPTED, OR ERROR FREE, OR FREE FROM OTHER PROGRAM OR SERVICES LIMITATIONS.
6

Term; termination.

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.

7

Miscellaneous.

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.