1. Background & Definitions

Thank you for choosing our, AdMaven Ltd. (“Publisher“) services for your (“Advertiser“) online advertising needs!!!

Choosing to use our services, you are agreeing to the following terms as provided in this agreement (“Agreement”).

Publisher shall strive to conduct a marketing campaign to promote code unit(s) of advertising content (such as text links, URLs, and banner ads) (“Ad Unit(s)”) provided by Advertiser according to the terms provided herein. Advertiser shall make payment to Publisher of the amount set forth in the real time biding platform (“ Platform”).

2. Advertiser’s Account

Advertiser is solely responsible for ensuring the accuracy of all information it provides in accessing the Platform and/or Publisher services (such as entering bid prices, bid criteria, and destination URLs). Advertiser must diligently protect its account password and take all measures to prevent unauthorized access. Advertiser shall be solely responsible for any unauthorized usage.

If Advertiser’s account has been compromised or is being used in an unauthorized manner, Advertiser must immediately notify Publisher. Advertiser is responsible for checking and reviewing from time to time its account and account activity.

3. Reporting

All numbers with respect to the Ad Units distribution for the purposes of billing and payment shall be based on Publisher’s reporting system. Publisher will provide the Advertiser with automatic reports at least on a weekly basis through the Platform. The parties agree that Publisher’s reports and winning bids (as recorded and/or calculated in Publisher’s logs) will be deemed as sole and decisive evidence with respect to amounts owed hereunder and shall be binding upon the Advertiser.

Publisher shall have the right to place certain tracking technology in the Ad Units (such as tracking pixel(s) or any other mechanism(s)) for observing and recording the performance of the Ad Units.

4. Bidding & Payment

By bidding on ad inventory through the Platform, you are making a programmatic offer to purchase such ad inventory. If your offer is accepted, you have purchased such ad inventory (“Purchase ”). Purchases are non-cancellable.

Advertiser shall make prepayment by adding funds to its account balance in the Platform. Payment to Publisher of the amount specified in the Platform for every Action made in the Target Countries and according to other terms as specified in the Platform will be reduced from the existing account balance. “Action” shall mean thousand Impressions. “ Impression” shall mean the display of Ad Units to an end user while viewing a web page.

Advertiser may make payments by PayPal services, or by Wire transfer, subject to Publisher prior approval.

Credit card payment will be processed using third party services such as, but not limited to, Roadpass Trading Limited, a company registered at 48 INOMENON ETHNON, GURICON HOUSE, 6023 ZIP, LARNAKA, LARNCA

All payments will be made in U.S. dollars. In the case that payments are made in a different currency without Publisher’s prior written consent, the exchange rate according to which each payment will be made, shall be the highest daily exchange rate published by the Bank of Israel during the month in which the pro-forma invoice is produced. Advertiser shall be responsible for all duties, tariffs and taxes related to its use of the Platform and/or Publisher’s services, except for taxes on income paid or payable by Publisher.

Publisher has, in its sole discretion and without any liability, the right to withhold any amounts from the existing account balance, terminate Advertiser’s account with or without charging back the existing account balance and/or submit an immediate legal action against Advertiser and/or set a financial penalty, based on the damages caused to Publisher as a result of the use of Ads and/or any other content by Advertiser that includes or based on any inappropriate or illegal content including but not limited to any Ads that are not in compliance with the terms herein including Publisher Guidelines attached herein as Exhibit A (“ Unqualified Ads”).

5. Cancellation

Publisher may cancel the campaign and terminate this Agreement immediately without notice to the Advertiser. Upon termination or expiration of this Agreement Advertiser shall immediately pay to Publisher all amount owed hereunder.

Advertiser may terminate this Agreement by deleting its account, subject to a prior written notice to the Publisher. In such case, Publisher shall refund Advertiser for unused funds minus an administrative fee of 15%, within 30 days.

6. Intellectual Property

Advertiser has exclusive right, title and interest to the Ad Units and any marketing material provided to Publisher, and Publisher has no rights therein, save the limited right to use marketing materials pursuant to the terms hereof and allow end users to interact with the Ad Units. Publisher and its licensors have the exclusive right, title and interest to the Platform, its Trademarks, and to any of Publisher’s software and related documentation. This section shall survive the termination and/or expiration of this Agreement.

7. Advertiser’s Obligations

Advertiser will make every effort to uphold the highest ethical and commercial standards. Advertiser acknowledges that the Publisher has no obligation to distribute the Ad Units through specific sites, and that it has independently evaluated the desirability of utilizing Publisher’s software and services and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.

8. Confidentiality

Any confidential information and/or proprietary data provided by one party (“Discloser”) to the other party (“ Recipient”), including the Advertisement descriptions and the pricing of the Advertisement and the terms hereof, shall be deemed “ Confidential Information” of the Discloser. Confidential Information shall not be released by the Recipient to anyone except an employee or agent that has a need to know such information, and that is bound by written confidentiality obligations at least as strict as those contained herein. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under this Agreement. All information concerning end user(s) who interacted with Publisher’s software will be deemed as Publisher’s Confidential Information, including rates, publisher referrals or any other data in connection to the services and/or Platform. This section shall survive the termination and/or expiration of this Agreement.

9. Business Operations

Each party will make reasonable commercial efforts to keep its Website operational during normal business hours. However, the parties agree that it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions. The Advertiser acknowledges that changes to the configuration in which the Ad Units is distributed may be required only in writing, and will be subject to Publisher’s approval. It is clarified that even if approve, such changes will be implemented within no less than 48 hours from Publisher’s approval. The Advertiser further acknowledges that Publisher may make certain changes (such as editorial changes) to Ad Units provided to it.

10. Relationships of Parties/Third Party Rights

The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing contained in this Agreement, nor any action taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party’s employees, agents or representatives) an employee, or legal representative of the other party, nor to create any joint venture, association, or syndication amongst or between the parties.

11. Force Majeure

Except for Advertiser’s payment obligations under this Agreement, neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

12. Representations

Each party represents and warrants to the other party that: (a) it has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (b) the execution of this Agreement by each party and the performance of their obligations and duties hereunder, do not and will not violate any agreement to which it is a party to or by which it is otherwise bound; (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms; and Advertiser represents that: (A) the Ad Units, including (a) all content provided therein; and (b) the methods by which and technology with which such content is made available to end users in the Target Countries, do not and will not: (i) breach any Applicable Law; (ii) infringe upon misappropriate or otherwise violate the rights of any third party (including intellectual property rights); (v) in any context harm the goodwill or reputation of the Publisher; (B) the Publisher’s software (including the method by which, and technology with which, the Ad Units are made available to end users), and documentation presented by Publisher to end users to which the Ad Units are designated to have been reviewed by it, and found to be fully compliant with applicable directives, laws, regulations, industry guidelines or standards (including but not limited to Google Inc. guidelines) and Publisher Guidelines attached herein as Exhibit A (“ Laws”) (including the Laws which apply to the end user (at its place of residence), the Laws of the United States of America and the European Union) (“Applicable Law”); (C) It will not through its Ad Units or otherwise exploit Publisher’s services or software in order to re-sell, distribute, license, sublicense or otherwise make use of end users’ data (such as search terms, visits in URLS etc.) for commercial or for any other purpose; (D) It will not use Publisher’s software of services except for the limited expressed purpose of this Agreement; (E) it will comply with Applicable Law when preforming its obligations hereunder; and (F) It will not and will not allow any third party to act in violation of the foregoing terms. If Advertiser becomes aware to any legal restriction concerning the Ad Units usage and/or distribution it will immediately notify Publisher and Publisher will immediately cease such use. Advertiser will notify Publisher by a forty eight (48) hours prior written notice about any event, such as its servers’ maintenance (including up-grades) or Ad Units updates, which may affect the services provided by the Publisher hereunder.

13. Limitation on Liability

In no event shall Publisher be liable to the Advertiser for any incidental, indirect, special, exemplary, or consequential damages including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, in each case even if Publisher has been advised of the possibility of such damages. Without derogating from any of the foregoing, Publisher’s total aggregate liability under this Agreement, if any, to the Advertiser or any other person or entity, in connection with any claim relating to this Agreement, including any services provided by or on behalf of Publisher, will be limited to an amount equal to the lower of (i) US$10,000 or (ii) the amount received by Publisher under this Agreement during the 30 day period immediately preceding the date of the claim. The existence of one or more claims will not enlarge this limit. This section shall survive the expiration and/or termination of this Agreement.

No action arising under or relating to this Agreement, regardless of its form, may be brought by either party more than six (6) months after the cause of action has occurred and in any event no later than three (3) months after the termination of this Agreement, except for an action for non-payment brought by the Publisher. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between the parties.

14. Disclaimer

Publisher’s Platform, software and services are provided with all flaws, “as available” and “as is”. Publisher (including its subsidiaries, affiliates, and third parties that provide any kind of content or services through its Platform) makes any representation or warranties, expressed or implied, with respect to Publisher’s Platform, software or services and expressly disclaim all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of non-infringement, fitness for a particular purpose or merchant ability. Publisher does not warrant that the Publisher’s Platform, software or services will operate error-free, without any defects and/or uninterrupted. Publisher shall not be responsible for any software, materials and/or any other content that is served through or linked from and/or to Publisher’s Platform. The parties acknowledge that the disclaimer above is a fundamental part of this Agreement, and Publisher would not enter into this Agreement absent such disclaimer.

15. General

This Agreement contains the entire agreement between the parties and supersedes all other agreements between the parties. Without derogating from the generality of the foregoing, in the event that the terms of this Agreement are in conflict to the terms of any other agreement, provision, quote, order, acknowledgment, or other communications between the parties, the terms provided herein shall prevail over such conflicting terms (even if the conflicting terms are incorporated in a written instrument signed by the parties herein after the execution of this Agreement unless the Advertiser specifically referred in such instrument to the name and date of this Agreement and to the amendment of its terms and conditions). Advertiser may not assign this agreement without the prior written consent of the Publisher, and any assignments in violation of the foregoing shall be void. Nothing in this Agreement is intended or will be construed to give any person, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any other provision contained herein. This Agreement shall be interpreted in accordance with Israeli law and the courts in Tel Aviv shall have sole jurisdiction over any disputes hereunder. This Agreement may be executed in two counterparts, each of which shall constitute an original and the two together shall constitute a single agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. The parties agree that Publisher may amend this Agreement / provide Advertiser with certain guidelines and that such amendments/guidelines shall be binding upon the Advertiser within 48 hours of the date such amendments/guidelines has been sent to the Advertiser.

Our services are designated to corporate entities and not natural persons. If you are acting on behalf of a corporate, you hereby represent and warrant that you are authorized to act on behalf of the corporate per which you agree to these terms of services.

Exhibit A – Advertiser’s Guidelines:

A. Advertiser campaigns shall not include in any way:

(a) Ads or any other content that is related to:

(1) Tech support ads or other browser locking ads;

(2) Adware, malware, viruses, phishing offers, social engineering or any other kind of unsafe google safe browsing campaigns as published by Google Inc;

(3) Misleading ads, Ads that provide false information to the user including, but not limited to, Ads that contain false or deceptive investment advice or massages such as “your software is outdated”, “your device is infected” or “viruses found” etc.

(4) Sexually explicit, pornographic or obscene content (whether in text or graphics);

(5) Illegal activity, substance or any other unlawful behavior or conduct;

(6) Speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise);

(7) Graphic violence;

(8) Ads that are designed to appeal to persons under the age of 18 or the minimum legal age at which individuals may use the Ad Units, in the Target Countries listed in the IO, according to Applicable Law

(9) Drugs and or pharmaceutical applications;

(10) Purchase of weapons/military equipment;

(11) Interacts with end users’ browsers in any manner, effects end users web navigation by error page redirections, hijacking or in any other manner;

(b) Without limiting the above said, in case of download campaigns performed by Advertiser, Advertiser MUST comply with the following:

(1) Advertiser shall not generate or allow unsolicited bulk commercial email;

(2) Advertiser shall not violate, or allow 3^rd party to violate, the legal rights of others;

(3) Advertiser’s software shall not to be used in any unlawful, invasive, infringing, defamatory, or fraudulent purpose;

(4) Advertiser’s software shall not to be used to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature (i.e. malware);

(5) Advertiser’s software must not alter, disable, interfere with or circumvent any aspect of the software of third parties or advertisement services particularly.

Last Update: February 10, 2020

These Terms of Service and the Insertion Order (together, this “Agreement”) are entered into as of the date (“Effective Date”) of the applicable Insertion Order by and between the Publisher (details of which are specified in the Insertion Order which is an integral part hereof) (“Publisher”) and Tagzzoo Ltd. (“Company”). Each Company and Publisher shall be referred to as a “Party” and jointly as the “Parties”.

1. Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them below.

1.1.   “Ad”

any type of content (such as text messaging, audio and video files, rich media, content, text, and graphic files), including but not limited to push notifications, banners, buttons, pop-ups, pop-unders, lightbox interstitial and text links that are generally used as an advertisements.

1.2.  “Advertiser”

an entity who makes Ads available on the Platform.

1.3 “Platform”

Company’s technology, allowing Publishers using Company’s services, to present Ads on Publisher’s defined below Media (and other publishers media)

1.4 .“Applicable Law”

applicable directives, laws, regulations and industry standards (“Laws”) (including the Laws which apply to the End User (at its place of residence) of a service or product of the Publisher and the Laws of the United States of America and the European Union and its Member States)

1.5. “End User”

individual human end users of the Media.

1.6.“Confidential Information”

The Parties agree that: (A) all information relating to the Solution or access thereto, (B) the Platform or the Tag, (C) any information regarding the content, purpose, design or function of the Solution, (D) any know-how, technical data or other information, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, developments, inventions, processes, marketing or finances that is disclosed to Publisher; or (E) information concerning End Users interacting with the Ads, shall be deemed as the Company’s Confidential Information (F) Information concerning payouts and rates paid to Publisher.

The Parties understand, however, that Confidential Information shall not include any information that either Party can establish by written record (1) is already public knowledge without breach of confidentiality restriction, or (2) was known to such Party prior to its negotiations with the other Party, or (3) that is hereafter rightfully furnished to a Party by a third party without restrictions on disclosure and without breach of confidentiality restriction.

1.7. “Tag”

Code that request an Ad from the Platform (which often can be referred to as JS Tag, Ad Tag or an SDK in mobile applications), which is provided by Company for implementation on Publisher Media

1.8.“Inventory”

Internet assets in Publisher’s Media in which Ads are displayed, sold by Publisher to Advertisers using the Platform.

1.9. “Media”

Websites, applications, mobile websites, mobile applications, and other media: (i) owned and controlled by Publisher, or (ii) that Publisher otherwise has the contractual right to present and sell Ads on.

1.10. “PP”

The Privacy Policy available at the Platform.

1.11. “Solution”

The Platform and its components including but not limited to the methods, tools and other intellectual property of the Company.

2. License

2.1. Subject to the terms provided herein the Company grants Publisher a limited, non-exclusive, non-assignable and non-transferable right to place the Tag on its Media and remotely access the Platform solely for the purpose of presenting Ads on its Media through the Tag, during the Term (defined below). Except for the limited license granted herein, all rights (including intellectual property rights), title, interest and all copyright rights in and to the Solution and part thereof are hereby reserved. Publisher hereby grants to the Company during the Term, a limited, fully revocable, non-exclusive, non-transferable license to integrate in Publisher’s Properties the Solution and to copy, reproduce and distribute the look and feel of the Publisher Properties in any way with solely in order to enable the Actions in connection to the Company’s Solution by End Users in accordance with the Restrictions and the terms herein.

2.2. Publisher shall not and shall not attempt to: (a) resell, sublicense, lease, time-share, distribute or otherwise transfer to any third party its right to access and use the Solution or any part thereof; (b) reverse engineer, decompile or dissemble the Solution or any part thereof; (c) modify, copy or create derivative works of the Solution or any part thereof, or (d) access the Solution or any part thereof for the purpose of building a competitive product or service or copying its features or user interface or authorize or permit a direct competitor to do so. The Company reserves all rights not expressly granted hereunder.

2.3. Publisher agrees that it is responsible for any acts or omissions of its agents or permitted subcontractors that access or uses any of the Solution or any part thereof, and Publisher will ensure that such agents and permitted subcontractors comply with the terms of this Agreement.

3. Publisher’s Representations and Warranties

3.1. Publisher hereby represents and warrants that: (a) it owns and controls the Media; (b) it has the full corporate right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms; (d) it has and will have all necessary rights and authority (1) to enter into this Agreement and (2) to perform its obligations hereunder; (e) its performance under this Agreement and duties hereunder, do not and will not breach any agreement to which it is a party to or by which it is otherwise bound, or any other obligation that it has with or to any of its advertisers, publishers, networks or other third parties; (f) Publisher’s Media content, services, products, materials, data, and information used by Publisher in connection with this Agreement as well as the Solution do not and will not (i) violate any Applicable Law, (ii) infringe, misappropriate or otherwise breach the rights of any third party (including intellectual property rights); (iii) contain any material which is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains: (1) sexually explicit, pornographic or obscene content (whether in text or graphics); (2) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise); (3) graphic violence; (4) politically sensitive or controversial issues or (5) any unlawful behavior or conduct; (g) it has entered (or will enter) into written agreements granting Publisher all necessary licenses, rights and other similar consents for the display of advertisements in the Media; (h) the Solution and the Company’s activities pursuant to this Agreement (including the methods by which and technology with which data is collected by Publisher and ads are served to End Users) and documentation presented by Publisher to end users to which the Ad Units are designated to  have been reviewed by it, and are compliant with all Applicable Laws and will not infringe any third party rights; (i) it will comply with the Company’s Publisher Terms of Service and Privacy Policy; and (j) it will not engage in any action or practice that disparages or devalues the Company and/or the Solution, or the reputation or goodwill of the Company.

3.2. Publisher shall implement the Tag in accordance with Company’s instructions delivered to Publisher from time to time via the Platform or any other manner.

3.3. Publisher will not modify the Tag or any Ad, and will only place the Solution and its Ads in accordance with Applicable Law and reasonable trafficking instructions which may be provided by the Company from time to time. Publisher understands that any modification to the Ad Tags or failure to comply with trafficking instructions may result in errors and discrepancies for which the Company is not responsible.

3.4. Publisher will be solely responsible (a) for the Media (including the content provided therein); (b) for all its use of the Solution hereunder (including, without limitation, the use of Ads and their presentation in the Media); (c) to use the Solution in compliance with Applicable Law and the instructions provided by Advertisers and/or the Company; (d) to obtain, and be deemed to have hereby granted to the Company, all rights necessary to allow the Company to store, and serve the Ads or otherwise provide the services hereunder (including the collection of information by the Company according to the terms of the PP); (e) comply with all policies relating to the Solution, including the Guidelines, attached as Exhibit 3.4, as may be amended/provided from time to time.

3.5. Publisher will not, nor will it attempt to:

3.5.1. copy, reproduce, modify, damage, disassemble, decompile, reverse engineer or create derivative works of the Solution (including the Platform or any portion thereof) or content provided there through, or any portion thereof;

3.5.2. breach, disable, tamper with, develop or use (or attempt) any workaround for, or otherwise damage Solution (including the Platform or any portion thereof) or content provided there through, or any security measure thereof;

3.5.3. interfere or attempt to interfere (whether through a device, software, mechanism, routine or otherwise) with the proper working of Solution (including the Platform or any portion thereof) or content provided there through;

3.5.4. set, read, write, modify or delete any cookie on the other party or any third party’s owned or operated domain;

3.5.5. transfer personally identifiable information to any other party, or otherwise associate a cookie, web beacon, or other mechanism with personally identifiable information, unless mutually agreed to in writing;

3.5.6. use the Solution, unless mutually agreed to in writing, to select or target (a) sites directed at children under the age of 18 years, or (b) based on information generally accepted as “sensitive” pursuant to Internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the Network Advertising Initiative) or Applicable Law, rule or regulation (the Company may remove or deactivate any Media or Ads from the Solution);

3.5.7 Make available any content or materials of abusive, pornographic, vulgar, harassing, obscene, invasive or otherwise offensive, or, pursuant to Applicable Law, illegal content of any kind in connection with the Solution (including using the Solution); or

3.5.8. Alter or tamper with any information or materials on or associated with any Service or the Platform or any content provided there through.

3.6. Privacy

3.6.1. Publisher agrees: (i) to comply with and use the Solution in accordance with all Applicable Laws; and (ii) to obtain End Users freely given, specific, affirmative, informed, and unambiguous consent in accordance with Applicable Law to the Company’s PP and Cookie Policy, including with respect to placing or accessing any the Company’s cookies or any other unique identifiers on the end Users’ device(s) and browser(s) the collection of personal data and to the advertising or content being served; (iii) to conspicuously display, maintain, and make readily accessible to End Users, a privacy policy that complies with Applicable Law and provides information on Customer’s data collection practices, including information on the kind of data collected, the purposes for which the data will be processed, any disclosures that will be made of the data and use of any tracking mechanism, information on how to disable those tracking mechanisms; (iv) that use of the Solution shall be governed by and subject to PP and comply with Applicable Law; and (v) to provide End Users with the Company’s opt-out for receiving Ads;

3.6.2. Publisher shall ensure that it does not associate the Platform with any Personally Identifiable Information, or set, read, write, modify or delete any cookies on the Company domain, or use cookies or tracking technologies through the Platform in a manner that could collect or transmit personally identifiable information unless prior to the first occurrence of any such collection or transmission, Publisher: (a) first, fully, accurately, clearly and conspicuously discloses the type of information collected (described with specificity in the case of personally identifiable information), the method of collection (e.g. by registration, etc.), and the location of (i.e., a link to) the privacy policy that governs the collection, use and disclosure of the information; and (b) then, obtains the End User’s affirmative consent to such collection and/or transmission (prior to such collection) including according to the PP and the Company’s Cookie Policy.

3.7. Publisher represents and warrants it will not, either by itself or by authorizing or encouraging others to do so, directly or indirectly, act in violation of the foregoing terms.

4.1. The Company undertakes to pay Publisher within 30 days following the end of any calendar month (Net+30) the Publisher Earnings. Publisher Earnings means amounts actually received by the Company from Advertisers in consideration for such Advertisers’ Ads displayed on the Publisher’s Media, less associated system fees which include any operational costs (including, but not limited to, virtualized computing, hosting, storage and bandwidth charges),  handling fees, Taxes (“System Fees”), and adjusted as applicable to account for Reconciliation Adjustments. As used herein, “Reconciliation Adjustments” means monthly adjustments made as applicable in order to reconcile Publisher’s account. Examples of Reconciliation Adjustments include but are not limited to: (a) application of amounts previously withheld by or not collected from Advertiser, (b) reporting and statistical errors, (c) deduction or roll-over of amounts, (d) charge backs made by Advertiser with respect to Publisher’s Media and (e) carrying over the uncollected balance of System Fees (without derogating from any right or remedy of the Company).

4.2. All numbers with respect to the Ads for the purposes of billing and payment shall be based on the Company’s reporting system. The Company will provide the Publisher with automatic reports. The parties agree that Company’s reports will be deemed as sole and decisive evidence with respect to amounts owed hereunder and shall be binding upon the Publisher. The Company shall have the right to place certain tracking technology in the Ads (such as tracking pixel(s) or any other mechanism(s)) for observing, recording, analyzing and optimizing the performance of the Ads and the Media.

4.3. Publisher Earnings and corresponding System Fees shall be determined based solely on numbers as reported in the Platform. Notwithstanding the above, the Company reserves the right to not distribute Publisher Earnings: (a) when amounts due to Publisher equal less than fifty dollars ($50) (in which case amounts due will rollover to the next pay period), (b) if Publisher fails to complete any tax or reporting forms reasonably requested by the Company or to provide the Company with accurate tax information, or (c) where Publisher Earnings are generated by any prohibited and/or fraudulent activity.

4.4. Publisher acknowledges and agrees that Advertisers reserve the right to refuse to pay on impressions, clicks or actions determined to be fraudulent, artificially inflated or otherwise invalid, and that Publisher will not be paid if the Company does not receive payment from the applicable Advertiser.

4.5. Without derogating from the above said (or from any right or remedy of the Company), in case Company detects, in its sole discretion, fraudulent activity: (i) Company may suspend and/or block Publisher’s account; and/or (ii) no payment shall be paid for the entire day that such activity was detected in; (iii) if Publisher believes that such activity is not fraudulent activity, publisher must provide the company with sufficient evidence as will be decided by Company.

4.6. Unless otherwise stated, all payments shall be made in U.S. dollars and all amounts referenced herein refer to U.S. dollars.

4.7. All amounts payable hereunder are exclusive of any sales, use and other taxes, tariffs duties or mandatory payments, however designated (“Taxes”). Publisher is solely responsible for payment of any Taxes applicable amounts paid hereunder..

5. Term and Termination

5.1. This Agreement shall be in full force and effect as of the date of registration of your account (in case self-service platform registration) until terminated according to the terms provided herein.

5.2. The Company may suspend Publisher’s access to and use of its Platform including its Solution and/or at its discretion terminate this Agreement if the Company in its sole reasonable discretion believes that: (a) Publisher is engaging in a prohibited activity, in particular if Publisher violates any Applicable Law or (b) Publisher’s continued use of the Platform and or Solution is likely to damage or cause imminent harm to the Platform, the Solution, the Company or other users of the Solution and / or Platform (such as Advertisers).

5.3. The Company may terminate this Agreement for convenience immediately without any notice to Publisher.

5.4. Upon termination (i) the license provided by the Company hereunder shall immediately terminate and expire; Publisher will immediately (a) cease making any use of the Solutions and remove the Tag from the Media; (b) pay all amounts owed to the Company hereunder; (iii) Sections ‎6,‎7,‎8 and ‎9 will survive the termination or expiration of this Agreement.

6. CONFIDENTIAL INFORMATION

6.1. Each Party (“Receiving Party”) agrees that it will not use or disclose any Confidential Information received from the other Party (“Disclosing Party”) other than as expressly permitted under this Agreement or as expressly authorized in writing by the disclosing Party. The receiving Party shall use the same degree of care to protect Confidential Information of the other Party as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Publisher agrees that it will require every employee or consultant who will have access to, use of, or knowledge of the Solution to execute (in advance of and as a condition to such access, use of or knowledge) a confidentiality agreement including terms substantially similar to those contained in this Section ‎6.

6.2. Nothing in this Section ‎6 will prevent either Party from disclosing Confidential Information of the other to the extent required by law, judicial order or other legal obligations, provided that in such an event, the Party disclosing such Confidential Information of the other shall notify such Party to allow such Party to seek a protective order or other appropriate relief. If a protective order is not obtained, the Party required to make such disclosure shall disclose only that portion of the Confidential Information which its counsel, in its reasonable judgment, advises is legally required to disclose.

6.3. Upon termination, expiration or earlier upon demand of the Disclosing Party, the Receiving Party shall promptly, return to the Disclosing Party all Confidential Information of such Party which is in tangible form, or certify in writing that all such Confidential Information has been destroyed.

7. INDEMNIFICATION

7.1. Publisher shall indemnify, defend and hold harmless the Company its affiliates directors, officers, agents, employees or successors from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the Company arising out of any third party claim related to any alleged or actual breach by Company of the representations and warranties herein or Company’s access to or use of the Solution (a “Claim”). The Company will notify the Publisher of any Claim. Should the Company choose to tender the control and the defense of any such Claim to the Publisher, it shall provide the Publisher with information reasonably required (at the Publisher’s expense) in order to defending such Claim. If the Company choose to tender the control and the defense of any such Claim to the Publisher, the Company may join the Publisher (at the Publisher’s expense) in the defense with counsel of its choice. Any settlement requiring the Company to admit liability, pay money, or take (or refrain from taking) any action, incur any liability, will require the Company’s prior written consent.

7.2. If (1) a third party asserts a claim against Publisher asserting that Publisher’s use of a Solution or any part thereof in accordance with this Agreement violates that third-party’s patent, trade secret or copyright, or (2) the Company believes the Solution, or any part thereof may violate a right, then the Company will, at its expense: (a) modify such portion of the Solution or any part thereof provided such modified deliverable has at least equal functionality and features at the deliverable with which it is replaced, or (b) procure the right to continue using the Solution or any part thereof, and if (a) or (b) are not commercially reasonable, terminate Publisher’s right to use the Solution. This section contains Publisher’s exclusive remedy and the Company’s sole liability for any such claims.

7.3. THE SOLUTION AND SERVICES, IF ANY, ARE PROVIDED “AS IS”, “AS AVAILABLE”, “WITH ALL FLAWS” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. THE COMPANY DO NOT WARRANT THAT THE SOLUTION THE ADS OR SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THE COMPANY SHALL NOT BE RESPONSIBLE FOR SOFTWARE OR CONTENT THAT IS SERVED THROUGH OR LINKED FROM THE SOLUTION, THE ADS OR SERVICES. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING DISCLAIMER IS A FUNDAMENTAL PART OF THIS AGREEMENT, AND THE COMPANY WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH DISCLAIMER. The Company shall not be liable for any loss (including but not limited to direct loss of revenue, incurred cost or loss of profits) that may be incurred by Publisher as a result of any failure of the Solution to operate as expected or anticipated, including but not limited to a failure of any operation of the Solution which results in an incorrect operation or failure to operate as intended, any technical default in the Solution or incorrect impression, campaign or publisher targeting.

7.4. The Company does not monitor content provided or made available in or through Media or the Solution, nor does it screen or has any control over such content. Publisher shall be solely responsible for all content so provided and in no event shall the Company be liable for any damages or loss whatsoever, whether direct, indirect, general, special, compensatory, punitive, consequential, and/or incidental, arising out of or relating such content or the use of the Media.

8. Limitation of Liability

8.1. In no event shall either party be liable to the other party for any incidental, indirect, special, exemplary, or consequential damages including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, in each case even if such party has been advised of the possibility of such damages. Notwithstanding anything to the contrary, Publisher’s total aggregate liability under this Agreement, if any, to the Company’s or any other person or entity, in connection with any claim relating to this Agreement, including any services provided by or on behalf of company, will be limited to an amount equal to the lower of (i) US$10,000 or (ii) the amount received by the Company under this Agreement during the 30 day period immediately preceding the date of the claim. The existence of one or more claims will not enlarge this limit. This section shall survive the expiration and/or termination of this Agreement.

8.2. No action arising under or relating to this Agreement, regardless of its form, may be brought by either party more than six (6) months after the cause of action has occurred and in any event no later than three (3) months after the termination of this Agreement, except for an action for non-payment brought by the Publisher. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between the parties.

9. MISCELLANEOUS

9.1. Except for Publisher’s payment obligations under this Agreement, neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

9.2. This Agreement contains the entire agreement between the parties and supersedes all other agreements between the parties. Without derogating from the generality of the foregoing, in the event that the terms of this Agreement are in conflict to the terms of any other agreement, provision, quote, order, acknowledgment, or other communications between the parties, the terms provided herein shall prevail over such conflicting terms (even if the conflicting terms are incorporated in a written instrument signed by the parties herein after the execution of this Agreement unless the Publisher specifically referred in such instrument to the name and date of this Agreement and to the amendment of its terms and conditions).

9.3. Publisher may not assign this agreement without the prior written consent of the Publisher, and any assignments in violation of the foregoing shall be void. Nothing in this Agreement is intended or will be construed to give any person, other than the parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any other provision contained herein. This Agreement shall be interpreted in accordance with Israeli law and the courts in Tel Aviv shall have sole jurisdiction over any disputes hereunder.

9.4. This Agreement may be executed in two counterparts, each of which shall constitute an original and the two together shall constitute a single agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement. The parties agree that Publisher may amend this Agreement / provide Publisher with certain guidelines and that such amendments/guidelines shall be binding upon the Publisher within 48 hours of the date such amendments/guidelines has been sent to the Publisher.

9.5. Our services are designated to corporate entities and not natural persons. If you are acting on behalf of a corporate, you hereby represent and warrant that you are authorized to act on behalf of the corporate per which you agree to these terms of services.

Exhibit ‎ 3.4 Guidelines

1. The Publisher may not use the Solution or the Ads in any application that has been downloaded to user’s desktops without their permission.

2. The Publisher may not use Solution or the Ads through any software, which does any of the following without End User’s explicit authorization: takes control of the End User’s computer to send unsolicited information, diverts or redirects End User’s browser, modifies computer settings for default internet access providers, search providers, bookmarks, security settings or web page display, renders security settings, security software or anti-spyware programs inoperable, induces or deceives a user to provide Personally Identifiable Information, cannot be uninstalled or removed by standard and normal practices.

3. The Publisher may not use the Solution or the Ads in any Media that contains content explicitly related to child pornography or is otherwise in violation of Applicable Law.

4. If the Company believes that the Publisher is serving content that improperly contains spyware or malware, the Company may at its sole discretion, reply to third party inquiries and disclose Publisher name and contact details to third party.

5. Any one of the preceding instances that occurs through Publisher’s Media will count as a single violation of these Guidelines. Each instance will result in a $1,000 non-refundable fine added to Publisher next monthly invoice and the Company will reserve the right to take additional actions available to it such as terminating the agreement or other available remedies and actions according to Applicable Law.

6. The Parties agree to the following (without admitting any Personal Data is collected).

6.1. Definitions and Interpretation:

“Affiliate(s)” means in respect of either party at any time, any person or legal entity controlled by or controlling or under the common control of that party. Any reference to the Company shall include reference to its Affiliates;

“Data Subject” means the individual to whom the Personal Data relates;

“Data Protection Laws” means any Applicable Laws. It shall include ePrivacy Directive 2002/58/EC as implemented by countries within the European Economic Areas (“EEA”), (b) the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and/or (c) other laws or subordinate legislation that implement or amend the laws that are identified in (a) and (b) above from time to time.

“End User Personal Data” means information about an End User which the Company collects from End Users directly via the Ads, including the Company’s own UUID, IP address and some other user agent data (for example, information about which device and browser the End User is using to access the Ads).

“Publisher Personal Data” means the personal data (such as the Publisher’s employee’s name and email address) which the Publisher provides to the Company in order to use the Company’s services (such as those required in connection with Publisher’s account in the Platform).

“Personal Data” means any information about an identified and/or identifiable natural person which the Company processes pursuant to the Agreement and which may include the End User Personal Data and/or the Publisher Personal Data (as applicable).

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, End User Persona Data or Publisher Personal Data transmitted, stored or otherwise processed by the Company.

“Sub-processor” means sub-contractors and/or replacement sub-contractors (as the case may be) which process personal data on behalf of the Company from time to time.

The terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, and “Processing” shall have the same meaning ascribed to them under the GDPR. 2.

6.2. Nature and Scope of Processing. The Publisher agrees to process Personal Data pursuant to the purposes set forth in this Schedule and per Applicable Laws. The Company shall process Personal Data for the following purposes: (a) the End User Personal Data to provide online content to End Users who interact with the Ads and improve the Company’s Services; and (b) the Publisher Personal Data to provide the services to the Publisher pursuant to the Agreement.

6.3. Role of Parties. The parties acknowledge and agree that they are each independent controllers in respect of End User Personal Data and Publisher Personal Data.

6.4. Each Party shall be individually and separately responsible for complying with the obligations that apply to it as an independent Controller under Applicable Laws.

6.5. Lawful Basis. (a) End User Personal Data. Publisher acknowledges that the Company relies on Publisher’s lawful basis for processing End User Personal Data as it does not have a direct relationship with an End User. Accordingly, Publisher warrants that: (i) if Publisher relies on legitimate interest, it has completed a legitimate interest assessment which has considered the Company’s provision of the services; and (ii) the Publisher shall (in any event) obtain the End User’s consent per the terms of the Agreement. (b) Publisher Personal Data. Publisher acknowledges that the Company’s lawful basis for processing Publisher Personal Data is contractual, as the Publisher Personal Data is required in order for the Company to perform its obligations under the Agreement.

6.6. Data Subject Rights. Publisher shall promptly inform the Company if it receives a request from a Data Subject exercising its rights under the Applicable Laws, to enable the Company to respond directly to such Data Subject’s request. Publisher shall (if requested in writing and at the requesting party’s sole cost and expense) provide reasonable assistance to the Company, to fulfil the Data Subject’s request. The Publisher shall not provide any information to any End User without first obtaining the Company’s written consent.

6.7. Transparency. The Publisher acknowledges his respective transparency obligations where Personal Data being processed is obtained directly from the Data Subject and confirms that no Personal Data is obtained from a third party. Publisher undertakes to display appropriate privacy notices to Data Subjects (including as required by Applicable Laws, such as Art 13 of the GDPR. The contact email for the Company for matters relating to Data Subject rights is  privacy@ad-maven.com

6.8. Personnel. Publisher agrees that its personnel engaged in the processing of Personal Data shall be informed of the confidential nature of the Personal Data, receive appropriate training and have executed confidentiality agreements. In addition, the Publisher shall restrict personnel’s access to Personal Data to only those who require access to such data in order to provide the services pursuant to the Agreement.

6.9. Sub-processors. Publisher may not use any Sub-processors without obtaining Company’s prior consent. The Company may use sub-processors and shall strive (i) to have each of its Sub-processors enter into a written agreement subjecting such sub-processor to equivalent obligations with respect to Personal Data as imposed under this DPA and Data Protection Laws; and (ii) have the foregoing written agreement shall contain terms which require the sub-processor to put in place appropriate technical and organisational measures. Publisher acknowledges that the Company may engage third parties (including its Affiliates) in connection with the provision of the services pursuant to the Agreement.

6.10. Sharing Personal Data. In respect of the Personal Data, the Publisher agrees that it shall not share personal data with the Company which (i) except for Publisher Personal Data, allows Data Subjects to be directly identified (for example, name and e-mail address) and/or (ii) contains any Special Categories of Personal Data.

6.11. Data Security. Publisher shall maintain appropriate technical and organisational measures for the protection of the security, confidentiality and integrity of the Personal Data. The security measures the Company uses to protect Personal Data shall be outlined in its Security Statement. If either party becomes aware of a Personal Data Breach in respect of the Personal Data it shall notify the other in writing as soon as reasonably practicable, and take such steps as it deems necessary and reasonable in order to remediate the cause of the Personal Data Breach.

6.12. Data Retention. The Company shall delete Publisher Personal Data when requested by the Publisher. In respect of End User Personal Data, the retention period shall be as provided in the Privacy Policy of the Company.

6.13. Compliance. The Publisher shall upon prior written request, make available to the Company such information reasonably necessary to demonstrate its compliance with the obligations under the Agreement. In addition the Publisher shall notify the Company in writing (i) if, in its opinion, an instruction from the Company infringes Applicable Laws; and (ii) if a party receives a complaint, notice or allegation from any data protection authority or similar body alleging non-compliance with Applicable Laws in relation to the Agreement and/or services rendered thereunder.

6.13. Compliance. The Publisher shall upon prior written request, make available to the Company such information reasonably necessary to demonstrate its compliance with the obligations under the Agreement. In addition the Publisher shall notify the Company in writing (i) if, in its opinion, an instruction from the Company infringes Applicable Laws; and (ii) if a party receives a complaint, notice or allegation from any data protection authority or similar body alleging non-compliance with Applicable Laws in relation to the Agreement and/or services rendered thereunder.

6.14. International Transfers. The Company may transfer or otherwise process Personal Data outside of the EEA (including via a Sub-processor).

This Privacy Policy explains how we use the personal information that Ad-Maven (“Tagzzoo ltd”) collects or generates both in relation to this website and our products and services.

This Privacy Policy applies to your use of AdMaven Website and/or AdMaven Products (as defined below). If you do not wish to bound by this PP and/or the TOU, exit the AdMaven Website, Publisher Asset (as defined below) and/or AdMaven Products terminate your usage (or attempt to use) of the Product(s).

This Privacy Policy is current as of the Effective Date set forth above. We may change this Privacy Policy from time to time, so please be sure to check back periodically. We will post any changes to this Privacy Policy on AdMaven Website.

The list below sets out what is covered in this Privacy Policy and you can click on the headings below to go to a specific section.

1.     BACKGROUND

2.     THE PRODUCTS AND SERVICES WE PROVIDE

3.     THE TYPES OF PERSONAL DATA WE COLLECT

4.     HOW WE USE USER’S INFORMATION

5.     DISCLOSURE OF USER’S INFORMATION TO THIRD PARTIES

6.     INTERNATIONAL TRANSFERS OF PERSONAL DATA

7.     HOW WE SAFEGUARD USER’S INFORMATION

8.     HOW LONG WE KEEP USER’S PERSONAL DATA

9.     USER’S RIGHTS

10.  DESIGNATED REPRESENTATIVE

11.  QUESTIONS AND CONCERNS

1.             BACKGROUND

1.1              AdMaven with its registered office at 21A Habarzel Street, Tel Aviv, Israel and other companies in the AdMaven group collect and use certain Personal Data (as we defined below). AdMaven is responsible for ensuring that it uses that Personal Data in compliance with data protection laws.

1.2              At AdMaven we respect the privacy of our clients and we are committed to keeping all your Personal Data secure. This Privacy Policy governs the handling of Personal Data by AdMaven in the course of carrying on commercial activities.

1.3              We use the following definitions in this Privacy Policy:

(A)         “Customer” a publisher who own/controls/operates Internet assets (such as Websites) (“Publisher Assets”) who incorporates AdMaven Products in his assets (“Publisher”) or an advertiser who provides us with content to be served through AdMaven Products and/or Publishers assets (“Advertiser”), or with whom AdMaven a contractual relationship

(B)          “Personal Data” means any data which relates to a living individual who can be identified from that data or from that data and other information which is in the possession of, or is likely to come into the possession of, AdMaven (or its representatives or service providers). In addition to factual information, it includes any expression of opinion about an individual and any indication of the intentions of AdMaven or any other person in respect of an individual.

(C)           “AdMaven”, “we or “us” means AdMaven and other companies in the AdMaven group.

(D)         “AdMaven Website” www.ad-maven.com or any other AdMaven website displaying this Privacy Policy.

(E)          “User” a person making any use of AdMaven Website and/or AdMaven Products.

2.             THE PRODUCTS AND SERVICES WE PROVIDE

2.1              This Privacy Policy concerns the following categories of information that we collect about the User when providing the following products and services:

(A)         Information we receive through our websites (“AdMaven Websites”);

(B)          Information we receive through our products (“AdMaven Products”);

(C)          Information we receive through our support or cloud-based services (“AdMaven Services”).

2.2              Personal Data may be collected from (a) AdMaven Websites – for example with respect to personnel of our Customers engaging us through the AdMaven Website; (b) AdMaven Products – for example when a User interact with Publisher assets.

3.             THE TYPES OF PERSONAL DATA WE COLLECT. Many of the services offered by AdMaven require us to obtain Personal Data about a User in order to perform the services we have been engaged to provide. In relation to each of the services described at Section 2.1 above, we will collect and process the following Personal Data about the Users –

3.1              Information that a User provide to AdMaven. This includes information about Users that they provide to us. The nature of the services Users are requesting will determine the kind of Personal Data we might ask for, though such information may include (by way of a non-exhaustive list):

(A)         basic Personal Data (such as first name; family name; position in the company; company name; company email address; business phone number; business address; city; postcode; country);

(B)          Any information that a User choose to share on AdMaven internet forums which may be considered Personal Data. (Please note that AdMaven does not collate information included on AdMaven internet forums together with Personal Data from a User Center account or profile);

3.2              Information that we collect or generate about Users. This includes (by way of non-exhaustive list):

(A)         A file with Users’ contact history to be used for enquiry purposes so that we may ensure that Users are satisfied with the services which we have provided to them;

(B)          Information on the internet usage or browsing habits of Users of Publisher Assets (e.g. what websites or pages were visited by each User, any advertisements viewed by Users and resulting actions such as visits to other websites); and

(C)          The internet browser used, the internet device operating system and device ID, IP address (from which geo location may be extracted to a level of a city)

3.3              Information we obtain from other sources.

(A)         Cookies.

·            When Users visit AdMaven Websites, use AdMaven Products and/or Publisher Assets, cookies are used to collect technical information about the services that they use, and how they use them.

·            For more information on the cookies used by AdMaven please see our Cookie Notice.

(B)          Anonymized data. In addition to the categories of Personal Data described above, AdMaven will also process further anonymized information and data that is not processed by reference to a specific individual.

3.4              Information we get from third parties: The information we collect comes mainly directly from Users or as a result of Users’ browsing habits. Sometimes we might collect personal data about Users from other sources, such as publicly available materials or trusted third parties like our marketing and research partners. We use this information to supplement the personal data we already hold about Users, in order to better inform, personalize and improve our services, and to validate the personal data Users provide.

3.5              Advertisers. We may also use third parties such as network Advertisers, which are third parties that display advertisements based on Users’ visits to websites they have visited to target advertisements for products and services in which Users might be interested. Third-party ad network providers, Advertisers, sponsors and/or traffic measurement services may also use cookies, JavaScript, web beacons (including clear GIFs), Flash LSOs and other technologies to measure the effectiveness of their ads and to personalize advertising content to Users. These third-party cookies and other technologies are governed by each third party’s specific privacy policy, not this one.

4.             HOW WE USE USERS’ INFORMATION

4.1              Users’ Personal Data may be stored and processed by us in the following ways and for the following purposes:

Business operation

(A)         to understand Users needs and interests;

(B)          Through AdMaven Products, on Publisher Websites, we may provide advertisements to Users based on their recent browsing behaviour on the Publisher Website. For example, if Users visit and browse on certain pages on Website A, on a subsequent online visit to Website A, Users may see content personalized based on their browsing history on Website A. For example, if Users visit a clothing retail site, we may offer them clothing-related ads. In order to target advertisements to Users for products and services in which Users might be interested, we may use cookies, JavaScript, web beacons (including clear GIFs), HTML5 local storage and other technologies. For more information about how we use these technologies, please refer to our Cookie Policy.

(C)          To communicate with Users in order to provide them with services or information about AdMaven and AdMaven Products;

(D)         To allow Users to use and access the functionality provided by the AdMaven Products and/or AdMaven Website;

(E)          To assess Users’ application for AdMaven Products and/or AdMaven Website, where applicable;

(F)          To set up Customers to use AdMaven Products and/or AdMaven Website;

(G)         To set up Users to use the User Centre and/or AdMaven Website;

(H)         To personalize the User experience;

(I)            for the management and administration of our business. For example – (i) to respond to User’s requests and support Taggzzo Costumers or Users needs more efficiently; (ii) to administrate payments;

(J)           For the administration and maintenance of databases storing Personal Data;

Security purposes

(K)         To conduct analysis required to detect malicious data and understand how this may affect the User and/or our IT system;

(L)          For statistical monitoring and analysis of current attacks on devices and systems and for the on-going adaptation of the solutions provided to secure devices and systems against current attacks;

(M)        To offer User(s) with content AdMaven believes may interest such User(s), such as targeted advertising content or other commercial information;

(N)         In order to comply with and in order to assess compliance with applicable laws, rules and regulations, and internal policies and procedures;

Research and development

(O)         for ongoing review and improvement of the information provided on AdMaven Websites to ensure they are User friendly and to prevent any potential disruptions or cyber-attacks;

(P)          To understand feedback on AdMaven Products and to help provide more information on the use of those products and services quickly and easily;

(Q)         For in-depth threat analysis;

(R)          To improve AdMaven Services, AdMaven Products and/or AdMaven Website and develop new products services and websites

4.2              However we use Personal Data we make sure that the usage complies with law and the law allows us and requires us to use Personal Data for a variety of reasons. These include:

(A)         We have obtained Users’ consent;

(B)          We have legal and regulatory obligations that we have to discharge;

(C)          We may need to do so in order to establish, exercise or defend our legal rights or for the purpose of legal proceedings;

(D)         The use of Users’ Personal Data as described is necessary for our legitimate business interests, such as:

·            allowing us to effectively and efficiently manage and administer the operation of our business;

·            We need to do so in order to perform our contractual obligations with our customers;

·            maintaining compliance with internal policies and procedures;

·            monitoring the use of our copyrighted materials;

·            enabling quick and easy access to information on AdMaven Products;

·            offering optimal, up-to-date security solutions for mobile devices and IT systems; and

·            obtaining further knowledge of current threats to network security in order to update our security solutions.

4.3              We will take steps to ensure that the Personal Data is accessed only by employees of AdMaven that have a need to do so for the purposes described in this Privacy Policy.

5.             DISCLOSURE OF USERS’ INFORMATION TO THIRD PARTIES

5.1              We may share Users’ Personal Data within the AdMaven group of companies for the purposes described is Section ‎4.1 above.

5.2              We may also share Users’ Personal Data outside of the AdMaven group for the following purposes:

(A)         With our business partners (such as AdMaven Customers). For example, this could include our Advertisers whose content Users choose to interact with and Publishers who’s Publisher Assets Users interact with. Personal Data will only be transferred to a business partner who is contractually obliged to comply with appropriate data protection obligations and the relevant privacy and confidentiality legislation;

(B)          With third party agents and contractors for the purposes of providing services to us (for example, AdMaven’s accountants, professional advisors, IT and communications providers and debt collectors). These third parties will be subject to appropriate data protection obligations and they will only use Users’ Personal Data as described in this Privacy Policy;

(C)          if we sell our business or assets, in which case we may need to disclose Users’ Personal Data to the prospective buyer for due diligence purposes; and

(D)         to the extent required by law, for example if we are required to disclose Users’ Personal Data in order to comply with any legal obligation (including, without limitation, in order to comply with tax reporting requirements and disclosures to regulators), or to establish, exercise or defend its legal rights;

(E)          If we are acquired by a third party, in which case the Personal Data held by us about Users will be disclosed to the third party buyer.

(H)          3rd Party Data Co-Processors – Data may be shared with services utilized as co-processors for services related to your account, including payment processors or live chat support. Intercom is our data processing partner.

6.             INTERNATIONAL TRANSFERS OF PERSONAL DATA

6.1              AdMaven is a global business. Our customers and our operations are spread around the world. As a result we collect and transfer Personal Data on a global basis. That means that we may transfer Users’ Personal Data to locations outside of Users’ country.

6.2              Where we transfer Users’ Personal Data to another country outside the EEA, we will ensure that it is protected and transferred in a manner consistent with legal requirements. In relation to data being transferred outside of Europe, for example, this may be done in one of the following ways:

(A)         the country that we send the data to might be approved by the European Commission as offering an adequate level of protection for Personal Data (Israel is an approved country);

(B)          the recipient might have signed up to a contract based on “model contractual clauses” approved by the European Commission, obliging them to protect your Personal Data;

(C)          Where the recipient is located in the US, it might be a certified member of the EU-US Privacy Shield scheme; or

(D)         In other circumstances the law may permit we to otherwise transfer Users ‘Personal Data outside Europe.

6.3              Users can obtain more details of the protection given to their Personal Data when it is transferred outside Europe (including a copy of the standard data protection clauses which we have entered into with recipients of Users’ Personal Data) by contacting us as described in Section ‎12 below.

7.             HOW WE SAFEGUARD USERS’ INFORMATION

7.1              We have extensive controls in place to maintain the security of our information and information systems. Client files are protected with safeguards according to the sensitivity of the relevant information. Appropriate controls (such as restricted access) are placed on our computer systems. Physical access to areas where Personal Data is gathered, processed or stored is limited to authorised employees.

7.2              As a condition of employment, AdMaven employees are required to follow all applicable laws and regulations, including in relation to data protection law. Access to sensitive Personal Data is limited to those employees who need to it to perform their roles. Unauthorised use or disclosure of confidential client information by an AdMaven employee is prohibited and may result in disciplinary measures.

7.3              When Users contact an AdMaven employee about their file, they may be asked for some Personal Data. This type of safeguard is designed to ensure that only a User, or someone authorised by the User, has access to their file.

8.             HOW LONG WE KEEP USER PERSONAL DATA. How long we will hold Users’ Personal Data for will vary and will be determined by the following criteria:

8.1              The purpose for which we are using it – AdMaven will need to keep the data for as long as is necessary for that purpose; and

8.2              legal obligations – laws or regulation may set a minimum period for which we have to keep Users’ Personal Data.

9.             USERS RIGHTS

9.1              In all the above cases in which we collect, use or store Users’ Personal Data, Users may have the following rights and, in most cases, Users can exercise them free of charge. These rights include:

(A)         the right to obtain information regarding the processing of Users’ Personal Data and access to the Personal Data which we hold about them;

(B)          The right to withdraw Users’ consent to the processing of Users’ Personal Data at any time. Please note, however, that we may still be entitled to process Users’ Personal Data if we have another legitimate reason for doing so. For example, we may need to retain Personal Data to comply with a legal obligation;

(C)          The right to request that we rectify Users’ Personal Data if it is inaccurate or incomplete;

(D)         In some circumstances, the right to receive some Personal Data in a structured, commonly used and machine-readable format and/or request that we transmit those data to a third party where this is technically feasible. Please note that this right only applies to Personal Data which Users have provided directly to AdMaven;

(E)          The right to request that we erase Users’ Personal Data in certain circumstances. Please note that there may be circumstances where Users ask us to erase their Personal Data but we are legally entitled to retain it;

(F)          The right to object to, or request that we restrict, our processing of Users’ Personal Data in certain circumstances. Again, there may be circumstances where Users object to, or ask us to restrict, our processing of Users’  Personal Data but we are legally entitled to refuse that request; and

(G)         The right to lodge a complaint with the relevant data protection regulator if Users think that any of their rights have been infringed by us.

9.2              Users can exercise their rights by contacting us using the details listed in Section ‎12 below.

10.          THIRD PARTY CONTENT.

10.1           Certain content is made available through the AdMaven Products and/or AdMaven Website is of third parties. Such content (which may include targeted advertising content) is made available to Users by link to such third parties sites or products, ads displayed on their Internet device, or otherwise. AdMaven does not control the content made available by such third parties or the practices employed by these third parties. AdMaven is not and will not be liable or responsible for any content provided by such third parties or the practices they employ. Users are advised to check the privacy policies and terms of use of any third party before interacting or making any use of such third party’s software, site or product.

10.2           AdMaven Products and/or AdMaven Website may also include social media features and scripts, such as the Facebook Like button and widgets, or interactive mini-programs that run on our site. These features, if Users decide to use them, may collect their IP address, which page they are visiting on our site, and may set a cookie to enable the feature to function properly. Social media features and widgets are either hosted by a third party or hosted directly on our site. Users’ interactions with these features are governed by the privacy policy of the entity providing it.

11.          CHILDREN’S PRIVACY

The AdMaven Products and/or AdMaven Website content is intended for adults and we will not knowingly collect personal information from children under 16 years of age. If we become aware that we have unknowingly collected Personal Information from a child under the age of 16, we will make reasonable efforts to delete such information from our records.  If a User is the parent or legal guardian of a child under age 16 who they believe has submitted personal information to the AdMaven Products and/or AdMaven Website, They should contact us immediately.

12.          QUESTIONS AND CONCERNS. If you have any questions or concerns about AdMaven’s handling of your Personal Data, or about this Policy, please contact our Privacy Officer using the following contact information:

            Address: Habarzel 21^st street, Tel Aviv, Israel

            Email Address: Privacy@ad-maven.com

We are usually able to resolve privacy questions or concerns promptly and effectively. If you are not satisfied with the response you receive from our Privacy Officer, you may escalate concerns to the applicable privacy regulator in your jurisdiction. Upon request, AdMavens’ Privacy Officer will provide you with the contact information for that regulator.