Adept Advertising Terms of Agreement

The Terms and Conditions together with all additional orders, rules, policies and disclaimers published on Adept website, www.____________ (herein referred to as the “Website”) or otherwise notified to you (the: “Advertiser”) will constitute a binding agreement between you and Adept Marketing Ltd (herein referred to as “we,” “us,” or “Company”) and will constitute as an Agreement “signed by you” under any applicable law or regulation (the: “Agreement”). 

By ordering services from the Company and approving the Insertion Order, you represent that you have read and understand this Agreement and agree to be bound by it. 

This Agreement is subject to change by the Company, by posting the revised Agreement on the Web site. 

If these conditions are translated into another language, the English Language version will prevail in the event of any conflict between the translation and the English language version. 

Definitions

”Advertising Material” means any materials provided by Advertiser for marketing purposes including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text, trademarks and copyrights for any type of advertising including, but not limited to, buttons, banners, text-links, pop-ups, and pop-unders.

“Campaigns”:  Advertising Campaigns which are being marketed by Company, according to the Insertion Order.

“Network” means the advertising network operated or been used by the Company.

“Target URL”: A landing page or any other URL to be used for referring potential Users.

“Tracking URL”: A unique hyperlink to the Target URL enabling Company to refer potential Users to the Target URL and to identify such specific Users as Company’s referred Users. 

“Order” means an Insertion Order or any future Order that is submitted by the Advertiser to Company and is accepted by Company, or an online order submitted by Advertiser via the Internet, and is accepted by Company.

“Qualified User”: A human visitor who arrives through Company’s Campaign and performs the action or actions specified in the Order, such as the completion of a lead form, app install or other action to be agreed on the Order.

“Marketing Spend” means the amount of budget that is managed, monitored or optimized by Adept Marketing Ltd.

The Services
Advertiser hereby appoints Company to place its Advertising Material through the Network according to the specifications in particular Orders issued hereunder.
The Orders shall specify the type of Campaign, the Campaign’s budget, payment terms, the type of Advertising Material to be delivered by the advertiser and any other terms to be agreed on by the Parties.
The parties may make adjustments to the Orders, via revised insertion orders, as is generally understood in the industry, when signed by both parties or when accepted via e-mail or fax and approved by the Company. These adjustments to Orders shall be effective upon Advertiser’s receipt of Company’s acceptance of the change.
Advertiser may, at its sole discretion, cancel an Order, without cause, by giving written notice via e-mail or fax, to Company of at least 48 hours in advance. If Advertiser so cancels an Order, all unfulfilled contractual commitments subsequent to the 48 hour notice period shall be terminated, and Advertiser shall pay the Company only for Campaigns delivered through the end of the 48-hour notice period.
In addition, each party shall have the right to terminate each Order, and/or this Agreement, upon the other party’s material breach, by giving written notice of termination, which termination shall be effective 2 days after the breaching party’s receipt of such notice unless the breaching party completely cures such material breach within such 2-day period.

Advertising Materials.
The Advertiser shall provide the Company with all necessary Advertising Material, according to Company’s then-current policies, in order for the Company to fulfil its obligations according to this agreement. If and to the extent that the delivered Advertising Materials do not conform to Company’s current format specifications, Advertiser shall be responsible for providing Company with materials that meet Company’s technical specifications. In the event that Advertiser does not provide Company with compliant materials, Company reserves the right to make technical modifications as necessary to confirm the Advertising Materials with such specifications or to create its own marketing materials (such as banners, landing pages, text etc.) for the benefit of the Campaign (the “Company Work Product”).
Advertiser also agrees to keep all Advertising Materials produced or submitted by Company as exclusive to the Company and not disclose them to any third parties.
For the Term of this Agreement and the purposes stated hereunder, Advertiser hereby grants to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform the Advertising Materials and its constituent parts, including trademarks, service marks, logos or other commercial product or service designations (collectively “Marks”) contained in the Advertising Materials. Advertiser also grants to Company the right to use any and all images of the Advertising Materials and Advertiser’s Marks for the purposes of its marketing, promotion and content directories or indexes, and in electronic or printed advertising, publicity, press releases, newsletters and mailings about Company’s website or Company. Company may make a reasonable number of archival or back-up copies of the Advertising Materials.
Except with respect to the Advertising Materials, title to and ownership of all intellectual property rights relating to the Company’s website and the Company’s Work Product shall remain with Company and the Advertiser shall not be allowed to use any part of it unless a prior written consent of Company is granted.
The Advertiser shall provide the Company with Tracking URL and all information regarding the Target URL. The Advertiser shall not modify or alter the Tracking URL or the Target URL or the visibility of the landing page without notifying Company on such events at least 96 hours in advance.
Company reserves the absolute right to refuse, in its sole discretion, to accept Advertising Material, such as:
Material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, ‘warez’, emulators, or cracks, etc.).
Material that contains pornography, adult content, sexual or erotic material.
Material with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm.
Material that promotes any type of hate mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.).
Material that promotes any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.)
Material that contains any content violating Federal privacy laws, including the Children’s Online Privacy Protection Act.

Advertiser Duties, warrants & presentations
It is clarified that the Company provides only Ads Network services to Advertiser and the Advertiser shall be solely responsible for all liability arising from its activities, products and any legal liability arising out of or relating to the Advertising Material.
Advertiser will take all actions to ensure performance, stability and availability of the Target URL during the Campaigns duration. Advertiser may perform maintenance actions with regard to the Target URL and if these actions may force the shutdown of the Target URL then Advertiser will notify Company in advance on such events (at least 96 hours in advance) and will schedule them with the Company. In the event that the Target URL become unavailable or maintenance actions were performed without notifying the Company, then Company shall be eligible for compensation to be calculated as the average hourly income generated to the Company from the Campaign multiplied by the unavailability duration (in hours).
Advertiser hereby represents and warrants that neither the Advertising Material, nor any Target URL or website to which such Advertising Materials shall link will (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulations, including without limitation the laws and regulations governing export control; (c) be or contain material which is defamatory or trade libelous; (d) be or contain material which is lewd, pornographic or obscene; (e) violate any laws regarding unfair competition, antidiscrimination or false advertising; (f) promote violence or hate speech; or (g) contain viruses, trojan horses, worms, , spyware, malware, adware, time bombs, cancelbots or other similar harmful or deleterious programming routines;(h) expose Company to civil or criminal liability.
The Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. The Advertiser represents and warrants that the Advertisement and Link hold the necessary rights to permit the use of the Advertisement and Link by Company for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any laws of any applicable jurisdiction under which the activity will occur or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity.
Advertiser hereby acknowledge and obligates that at all time, all of its activities through its websites and in connection to any services given by Company will be made under the applicable law and regulations and shall be lawful in any relevant manner or aspect. All the business activities being committed by the Advertiser are legal both in the state of origin of the products and the state of destination of the products, in all relevant aspects.
Advertiser assumes sole responsibility for: (a) acquiring any authorization(s) necessary for hypertext links to third party websites; and (b) the accuracy of materials provided to Company, including, without limitation, Advertising Material, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted; and (c) ensuring that the Advertising Material does not infringe or violate any right of any third party, including without limitation, intellectual property rights and without violating any law (d) all the products or services sold in the Advertiser’s websites are legal and are not under any violation or breach of any third party rights.
Advertiser hereby declares there is no prevention from it, to sign and execute this Agreement and it has full legal power and authority under its organizational documents (1) to enter into this Agreement; and (2) to grant to Company the rights, permissions, privileges and licenses granted herein, without reservation or restriction; and (3) to perform the obligations contained herein.
Payment
Before Company’s acceptance of the first Order from Advertiser, Company shall make a credit determination concerning Advertiser and use that determination in order to establish the level of Orders that it will accept from Advertiser for the Campaign.
Company may invoice Advertiser on the first day of the contract period set forth in the Order, but payment by Advertiser is not contingent upon receiving Company’s invoice.
Unless Advertiser objects to Company’s invoice within forty-eight (48) hours, the amount invoiced shall be final and binding. Advertiser may only dispute invoices if it has a reasonable basis for such dispute, which can be proven by written documentation. To the extent Advertiser intends to dispute an invoice, Advertiser shall provide a written report to Company, within two (2) business days identifying, in detail, the discrepancies, between the invoiced amount and Advertiser’s evidence. Company may consider such report, but shall have final authority in determining the correct amount.
The payment calculation shall be made according to the Order. For this propose one of the following methods shall apply to the calculation, as specified in each Order:
Fix Budget- a fix media budget as specified in the order plus a commission fee to be calculated as percentages, at a rate specified in the Order, from the total budget.
Cost Per Action (CPA). CPA calculations are based on the action rate specified in the Order. Advertiser shall insert tracking pixels on the confirmation page for each advertisement to be delivered hereunder. Advertiser will provide Company with a link to the confirmation page where Company can view the pixel for approval prior to initiating the Campaign. Payment will be made based on Company’s calculations of the higher of: (i) the number of Qualified Users according to Company statistics or (ii) the number of Qualified Users according to Advertiser statistics based on the tracking pixel. In case of dispute regarding the number of Qualified Users Company may, in its sole discretion and if requested by the Advertiser, transfer User Action data that provides the basis for the calculations to Advertiser.
Cost Per Click (CPC). Unless a Fix Budget was agrees in the Order, CPC calculations shall be based on the click rate specified in the Order. Payment will be made based on Company’s calculations of the higher of the number of clicks from the Company or Advertiser statistics based on the tracking pixel.
Cost Per Thousand (CPM). Unless a Fix Budget was agrees in the Order CPM shall be based on a fixed rate type of advertising, for which Company shall record the per-thousand counts of impressions or traffic based solely on Company’s data, and multiply the count by the rate specified in the Order. The total of said calculation shall be payable to the Company as provided herein.
Revenue Sharing: fees to be calculated as a percentage of the Revenue attributed to Advertiser from Qualified Users. Such Revenue Sharing, with regard to each Qualified User, shall be payable to Company for as long as such Qualified User generates Revenue to Advertiser. “Revenue” shall means: The revenue actually received by the Advertiser from Qualified Users.

By the 10th of every month, Advertiser shall provide the Company with a report of all Qualified Users activity during the previous months for the purposes of calculating the Revenue Sharing fees, and such fees shall be paid within 10 days. 

Unless otherwise provided in the Order, no offsets or chargeback’s may be taken for any non-viable or duplicate leads. Without limiting the breadth of the foregoing, non-viable leads shall include, but not be limited to, leads with incomplete contact information (such as no e-mail address, no phone number, no physical address etc.).
Company’s payment terms will be net 0 days unless specified different in the Order. Amounts paid after such date shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Company in collecting such amounts. Company’s charges shall be based upon Company’s reports for impression/clicks, or pursuant to such other procedures established in the Order.
All payments according to this agreement are exclusive of value added tax, which shall be added to Advertiser ‘s invoice(s), if applicable, at the appropriate rate.
Term and Termination
Subject to the early termination rights of either party herein, the term of this Agreement shall be 1 year from the date first written above; and it shall renew automatically for subsequent one-year periods unless either party notifies the other at least 30 days before the end of the then-Term that it does not wish to renew the Agreement.
Notwithstanding Section 6.1 above, either party may terminate this Agreement at any time for any or no reason whatsoever, upon 30 days written notice to the other party. Notice may be provided via e-mail or any other public means and will be effective 30 days after its transmission.
Notwithstanding Sections 6.1 and 6.2 above, either party shall also have the right to terminate this Agreement because of an Order cancellation in accordance with Sections 2.4 or 2.5.
In additional, the Advertiser acknowledges and agrees that the Campaigns or any other service provided under This agreement may be modified, suspended or withdrawn, all or part, by Company as a result of: (i) force majeure (ii) incontrollable circumstances (ii) to the extent that Company determines that such modification or suspension is necessary to avoid material errors from occurring (iii) upon the occurrence of a potential breach of this Agreement or a potential event of default with respect to the Advertiser (iv) unavailability of the Target URL (v) in the event that any modification or alteration of the Target URL or the visibility of the landing page will occur.
Notwithstanding the termination of this Agreement, or any Order issued hereunder, or any suspension of the services, Advertiser shall be liable to perform all payments due to Company under this Agreement up to the date of the termination or suspension. Additionally, the provisions of Sections 4, 7, 8 and 9 shall survive the termination of this Agreement or any Order issued hereunder. Upon termination of this Agreement or any Order issued hereunder Company shall remove the Advertising Materials from the Company’s Network.

Limitation of Liability
IN NO EVENT SHALL COMPANY, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST OF PROFITS OR DATA, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ADVERTISEMENT OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), AND INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OR MALFUNCTION OF ANY SOFTWARE, NETWORK, HARDWARE, COMMUNICATION TECHNOLOGY OR OTHER SYSTEM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE NETWORK, THE CAMPAIGN, OR THE SERVICES BEING ACCESSIBLE OR FREE OF ERRORS, VIRUSES OR SECURITY THREATS.
Force Majeure- Company shall not be held to be in breach of this Agreement by reason of any failure or delay in its performance hereunder if such failure is due to causes beyond its reasonable control, including but not limited to, acts of the other party, act of God, delays in transportation, inability beyond its reasonable control to obtain necessary labor or materials, or events such as fires, floods, earthquakes, storms, war, act of public enemy, civil commotion and the like or by any law, rule, regulation, order or other action by any public authority. In the event of interruption of display or distribution of the Advertisement, Company’s sole obligation shall be to restore service as soon as reasonably possible.
In the event that Company does not deliver the number of page views stated in the Order in the time period allotted by the Order, the sole liability of Company to Advertiser shall be limited to the obligation, upon Company’s final determination, to either (a) continue to deliver the advertisement until it garners the stated number of page views (b) credit the undelivered page views to a future advertising run, or (c) refund the amount paid on the invoice on a pro rated basis with respect to the undelivered page views.

Indemnification.
The Advertiser agrees to indemnify and hold the Company and/or any of its officers, directors, or employees, harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by the Company in defense of any such claim or action, arising out of or related to the Advertiser  breach of any of the foregoing representations and warranties and , arising out of a claim that the Advertiser’s advertisements or Advertising Material, nor any Target URL or website to which such Advertising Materials shall link will contain any one or all of the following: (a) false or misleading content; (b) are fraudulent or involve the sale of counterfeit or stolen items; (c) violate any law, statute, ordinance or regulation; (d) are defamatory, libelous, unlawfully threatening or unlawfully harassing; or (e) are obscene or contain child pornography.  In no event will the Company be liable to site for any damages or any losses whatsoever.
Company may participate in the defense at its option and the Advertiser agrees to indemnify Company for any legal fees incurred by Company, acting reasonably, in investigating or enforcing its rights under this agreement.

Non-disclosure
The Advertiser shall keep confidential all “Confidential Information” received from the Company.
Confidential Information shall include any data (including any usage data and compilations thereof), information or software relating to Company’s products or services and/or any other information designated in writing, or identified orally at the time of disclosure, by the disclosing party, as “confidential”.
After and during the term of the Agreement, Advertiser will not use for any purpose or disclose to any third party, any Confidential Information of the Company or the Company Work Product. Any exception to this must be obtained in advance.

Miscellaneous
 Company and Advertiser are independent contractors, and nothing this Agreement creates any partnership or joint venture, grants to Advertiser authority to make any representation on Company behalf or make public any information regarding Company, or prohibits Company from operating websites that are similar to or compete with Advertisers website.
 This Agreement, together with the Order, comprises the entire agreement between the Advertiser and the Company, supersedes all prior oral and written agreements pertaining to this Agreement’s subject matter, unless expressly provided otherwise in this Agreement.
Company may modify any of the terms of this Agreement (including without limitation the terms of the referral fees) at any time(s) and in its sole discretion, upon posting notice on the Site. Advertiser sole remedy if such modification is not acceptable to it and to terminate this Agreement.
This Agreement shall be governed by the laws of the State of Israel without giving effect to its conflict of law principles. Advertiser agrees to submit to the exclusive jurisdiction and venue of the courts in Tel Aviv, Israel for any dispute arising from or relating to this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. A party’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
The section titles in this Agreement are used solely for convenience and may not be used in the interpretation of this Agreement.
Company may assign this Agreement to any party at any time.
In the event that an advertising agency is executing this Agreement on behalf of Advertiser, such party executing this Agreement as agent shall be jointly and severally liable for all covenants and amounts owing hereunder.

ADVERTISER ACKNOWLEDGES HAVING RECEIVED, READ AND UNDERSTOOD THE FOREGOING AGREEMENT AND HEREBY AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREOF. 

Last Updated: ___ March 2021