Terms of Service
These Terms of Service (the “Terms”) apply to and govern the use of the Roxot advertising metrics software-as-a-service platform (the “
Your relationship with us
These Terms are a binding agreement between the individual or entity identified during registration to the Service (“you” or “your”), and Roxot LLC (“we”, “us”, “our”or the “Company”).
In case of an entity, the individual signing-up to the Service for the entity confirms that they have the proper authority to legally bind the entity to these Terms. They also confirm they agree, on behalf of that entity, to be contractually bound by these Terms.
You must ensure that your employees, consultants and agents that you designate to use and deal with the Service for your benefit fully comply with these Terms. You are liable to us for all acts or omissions of those that use and deal with the Service for your benefit, as though you yourself had performed those acts or omissions.
- “Client Code” means our proprietary software code snippet to be installed on webpage(s) that you lawfully own or control for the purpose of collecting Your Data and providing you the Service.
- “Fees” means the fees and charges specified in section 7.
- “Output Data” means the various reports, metrics analytics, and other types of information and data that the Service may generate, provide or make available to you.
- “Term” means the period of these Terms as specified in section 9 below.
- “Users” means those that click or view Ads.
- “User Data” means the data we collect and process about Users, as further detailed in subsection 6.1 below.
- “Ad” means an instance of an online ad, where such instance is configured to inter-operate with the Service.
- “Your Data” mean the data about Ads and User Data that we collect, process or are exposed to in the course of providing the Service to you, including the Output Data and the registration information we collect from you.
Interpretation. As used herein, the term “including”, means including, but not limited to, and without limitation, to the generality of the preceding phrase.
Registration and user account.
- You must be registered in order to use the Service. In order to apply for registration, you must complete our online application form in which we will indicate the mandatory fields for completion. If you do not provide the required information in these fields, you will not be able to register. You must provide true, accurate and complete information. Note that we may, in our sole discretion, decline your registration application.
Login to the Service is authenticated with a password, which you should periodically change. You must maintain the confidentiality of your Service account login details.
- We encourage you to log-in to your account on the Service frequently and to thoroughly review your account status and Output Data.
Use. Subject to these Terms and the completion of your registration, you may, during the Term, access and use the Service and the Output Data, strictly for your internal business purposes, and copy, install and use the Client Code on webpages that you lawfully own or control.
- We will collect and process Your Data. To this end, we will collect and process User Data, which consists of Users’ Internet Protocol (IP) address, basic information about the computer device they use to access Ads, the browser they use, its version and language (i.e. locale), the general geographic area they are located in, a unique identifier we assign to each User’s device, their session duration, and their interactions and user-interface clicks on Ads and webpage(s).
- User Data may include personal data or personally identifiable information subject to applicable data protection and privacy laws and regulations.
- We will retain User Data during the Term, for the retention period you specify through the Service’s settings. We may delete You Data (including User Data) from the Service, immediately upon termination of your account and subscription.
- We may store and process Your Data (including User Data) on servers located in territories outside of the European Economic Area or the country in which the Users are located and/or outside the country in which User Data is collected. The laws of such territories may provide a lesser degree of data protection than the laws in the European Economic Area or the country in which you or Users are located.
- You are responsible to obtain and maintain valid consents from all Users, as may be necessary under applicable law (including data protection or data processing laws and regulations), in order to allow us to lawfully collect, handle, retain, process and use the User Data in the manners and for the purposes set forth in these Terms.
- You are responsible for maintaining back-up copies of Your Data. The Service does not provide, and is not intended as, as data back-up service.
We will process, handle and use Your Data (by ourselves or using trusted third party service providers such as cloud service providers) for the following purposes.
To provide the Service to you, conduct administrative and technical activities necessary to maintain and provide the Service and to improve and customize the Service;
To enforce these Terms, take any action in any case of dispute, or legal proceeding of any kind involving you, Users or relevant vendors, with respect to the Service;
- To prevent fraud, misappropriation, infringements, identity theft and other illegal activities and misuse of the Service;
- If we are required, or reasonably believe we are required, by law, to share or disclose Your Data, or if such sharing or disclosure is required pursuant to a subpoena, order, or decree, issued by a competent judicial or administrative authority, provided that, to the extent legally permitted, we will endeavor to give you prompt notice of the requirement prior to such disclosure, to allow you, at your cost and expense, to intervene and protect its interests in Your Data.
- Other than expressly set forth in these Terms, we will not use, share or disclose Your Data or any de-identified data derived from Your Data, without your prior written consent. For the avoidance of any doubt, we will not derive any commercial benefit, whether direct or indirect, from Your Data or de-identified data derived from Your Data, except to the extent permitted under these Terms or if such benefit may be derived in accordance with a separate written agreement between the Company and you.
- We will dedicate our best efforts, using no less than commercially reasonable measures, to maintain the confidentiality of Your Data that we are exposed to, and to prevent and refrain from, disclosure or use of Your Data for purposes other than those specified in these Terms. Our personnel will access Your Data on a strict 'need to know' basis, subject to these Terms.
- You assume sole and exclusive responsibility to carry out such actions as you deem appropriate as a result of the Output Data. We have no responsibility or liability, regarding your reliance upon, or use of, the Output Data, your actions or omissions in connection with the Output Data, or any consequences resulting therefrom.
The demo version of the Service, which is available online is provided without charge. The fully commercial version of the Service is subject to the fees specified in this section.
In consideration of the provision of the fully commercial version of the Service to you, you will pay us, as of your registration to the Service, the periodic subscription Fees, in accordance with the packages, amounts, limits and charges presented to you through your account on the Service.
All amounts presented through your account on the Service are exclusive of Value Added Tax.
Fees are based on the number of ‘requests’, as documented by the Service.
Subscription cycle is a month. Following the end of each subscription cycle, we will issue and email to you an invoice you for the applicable Fees in accordance with the number of ‘requests’ documented by the Service and the packages, amounts, limits and charges presented to you through your account on the Service.
You shall pay the Fees through the payments methods we determine from time to time. These payment methods are subject to change. Payments are due, and must be remitted to us, by the times indicated in your account on the Service.
Upon the end of each subscription cycle, your subscription will be automatically renewed for successive subscription cycles, unless terminated in accordance with section 9 below.
By using one or more payment methods to pay the Fees, you represent and warrant that you are lawfully permitted to use the selected payment method in connection with the Service. We may require additional information from you before completing payment transactions. You give your consent to being billed for the applicable Fees, in addition to any applicable taxes (such as sales tax, value added tax or withholding tax), and any surcharges or commissions charged by the payment processor or your payment method.
All accrued Fees are non-cancelable and all amounts paid in connection with the Service are non-refundable.
You must keep the billing information you provided to us upon registration current, complete, and accurate, and notify us promptly in case of any change in your billing information.
Payment methods may be processed and handled through relevant third party payment processors, such as PayPal. Payment methods are therefore subject not only to these Terms, but also the terms and conditions of these third parties pursuant to your contractual relations with them. You acknowledge that the third parties processing any of the payment methods may charge you commission on their end of the transaction. We are not responsible for such commission, which is strictly within your contractual relations with the relevant payment processor.
Fee that we are unable to charge through the payment method you provided is deemed an overdue Fee. Failure to settle any overdue Fee within fifteen (15) calendar days of its due date will constitute a material breach of these Terms. Without derogating from any other rights and remedies available to us under applicable law, overdue Fees will accrue interest at the rate of three-quarters of one percent (0.75%) per month or part thereof, cumulative monthly on the linked capital from the due date until the date of actual payment. You will reimburse us for all legal costs and attorney fees we incur in the course of collecting your overdue Fees.
- Except as relevant law may otherwise require to be permitted, you may not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the Service, or otherwise attempt to discover its underlying code, structure, implementation or algorithms.
You may not use the Service in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Service.
- Except for Your Data, you may not offer the Service to third parties, including by reselling, licensing, renting, leasing, transferring, lending, timesharing, assigning or redistributing the Service or any part thereof.
You may not perform or attempt to perform any of the following in connection with the Service:
- Breaching the security of the Service, identifying, probing or scanning any security vulnerabilities in the Service,
- Accessing data not intended for you, or accessing an account you are not authorized to access;
- Interfering with, circumventing, manipulating, overloading, impairing or disrupting the operation, or the functionality of the Service;
- Working around any technical limitations in the Service;
- Using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;
- Impersonating any person or entity, or make any false statements pertaining to your identity;
- Collecting or processing information or data about the Service’s subscribers; or
- Sending any virus, worm, Trojan horse or other malicious or harmful code or attachment.
- Using robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service.
- YOU MAY NOT USE THE SERVICE FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW.
- WE MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SERVICE, AS WELL AS MISUSE OF THE SERVICE. WE MAY SUSPEND OR TERMINATE YOUR ACCOUNT ON AND ACCESS TO THE SERVICE, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT YOU HAVE ENGAGED IN FRAUDULENT OR ABUSIVE USE, OR MISUSE, OF THE SERVICE.
Term and Termination
- These Terms commence upon the acceptance of your registration application, end terminate upon the termination, cancellation or expiration of your account on, or subscription to, the Service.
- Either party may terminate these Terms and your account on, and subscription to, the Service, by providing the other part prior notice of termination by email (to the email you provided upon registration, and to email@example.com) of at least 10 days in advance.
In addition to the foregoing, either party may terminate these Terms:
- Immediately, in the event of a material breach of these Terms by the other party;
- In the event of a non-material breach of these Terms by the other party, where the breach remains uncured for fifteen (15) days following written notice thereof from the non-breaching party to the breaching party;
- If the terminating party is required to do so by law;
- If the other party becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary), or makes an assignment for the benefit of creditors or takes or has taken against it any such other comparable action in any relevant jurisdiction.
Immediately upon termination of these Terms:
- We may terminate your account on the Service and delete Your Data stored in our systems;
- You must cease any and all use of the Service and remove all Client Code from any and all webpages you own or control.
- Sections in these Terms that by their purpose of nature should survive termination of these Term, will so survive.
Service quality; Service modifications; Disclaimer of Warranty and Limitation of Liability
We will endeavor to have the Service operate properly. However, as a service that relies on software, external websites, predictive algorithms and third party networks and continuous internet connectivity, we do not guarantee that the Service will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions.
If we receive notice of any failure or malfunction, or if we become aware of them by ourselves, we will attempt to regain the Service’s availability as soon as practicable. However, such incidents will not be considered a breach of these Terms.
Even though we make an effort to have the Service accurately report the Output Data, we cannot and do not guarantee that the Output Data will be complete and accurate. We will not be liable for any inaccurate, incomplete or outdated Output Data.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS SET OUT ABOVE, OR INFRINGEMENT OF OUR INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY, INCLUDING EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING FROM, OR IN CONNECTION, WITH THESE TERMS, ANY USE OF, OR THE INABILITY TO USE THE SERVICE OR THE OUTPUT DATA, ANY RELIANCE UPON THE OUTPUT DATA, OR ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE SERVICE OR THE OUTPUT DATA.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT, BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET OUT ABOVE, OR INFRINGEMENT OF OUR INTELLECTUAL PROPERTY RIGHTS, THE TOTAL AND AGGREGATE LIABILITY OF EITHER PARTY AND THEIR EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF, FOR DAMAGES ARISING OUR OF OR RELATED TO THESE TERMS, THE SERVICE OR THE OUTPUT DATA, SHALL BE LIMITED TO: (A) FIFTY US DOLLARS IF THE SERVICE IS USED IN ITS DEMO VERSION, OR (B) THE FEES YOU ACTUALLY REMITTED TO US IN THE SIX MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE, IF THE SERVICE IS USED IN ITS FULLY COMMERCIAL VERSION.
- We may modify, adapt, improve, or enhance the Service, or any of its features, user interface, design or any other aspect related to it, without being obligated to provide you notice thereof. If we enhance the Service to include new or additional features or capabilities, we reserve the right to amend these Terms or the applicable fees, and obtain your consent to such amendments. If you do not agree to the amendments in their entirety, we reserve the right to terminate these Terms pursuant to subsections 9.1 and 9.2 above.
- ALTHOUGH WE USE SKILL AND EFFORTS TO DEVELOP THE SERVICE, WE DO NOT GUARANTEE, MAKE NO REPRESENTATION, AND PROVIDE NO WARRANTY ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE OR OUTPUT DATA, OR THE EXPECTED BUSINESS RESULTS, OUTCOME OR OPERATIONAL BENEFITS FROM UTILIZING THE SERVICE.
- THE SERVICE IS PROVIDED TO YOU “AS IS”. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE OR THE OUTPUT DATA, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, TITLE, SECURITY, COMPATIBILITY OR PERFORMANCE.
- We are not obligated to provide any technical support for the Service.
- The Service is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Service is made available for use and access, not sold or licensed.
- Except for your limited access to use the Service and the Output Data according to these Terms, these Terms do not grant you or assign to you, any license, right, title, or interest in or to the Service or the intellectual property rights associated with it. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service are and will remain at all times, owned by, or licensed, to us.
- Unless you notify us otherwise in writing, we may identify you as a customer and indicate you as a customer and user of the Service, on our website and in other online or offline marketing materials and press releases. We acknowledge that your company name and logo are protected by intellectual property rights. You grant us a worldwide, non-exclusive, non-transferable, royalty-free, license, to use your name, logo, and website URL, on our website and in other online or offline marketing materials relating to the Service. We will use this content strictly in accordance with any usage guidelines you provide us advance notice of.
You agree to indemnify and hold harmless us and our directors, officers, employees, and subcontractors, upon our request and at your own expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any third party complaint, claim, plea, or demand in connection with your breach of any provision or representation herein.
Governing Law and Venue.
Regardless of your jurisdiction of incorporation, the jurisdiction where you engage in business, where you access the Service from, or where your Users access Ads, these Terms and your use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than Israel. Any dispute, controversy or claim which may arise out of or in connection with these Terms or the Service, shall be submitted to the sole and exclusive jurisdiction of the competent courts in the Tel Aviv district in Israel. Subject to the following sentence, you and us, each hereby expressly consent to the exclusive personal jurisdiction and venue of such courts, and waive any objections related thereto including objections on the grounds of improper venue, lack of personal jurisdiction or forum non conveniens. Notwithstanding the foregoing we may lodge a claim against you pursuant to the indemnity clause above, in any court adjudicating a third party claim against us.
You may not assign these Terms without our prior written consent, which we shall not unreasonably withhold or deny. Any purported assignment without our prior written consent is void. To the greatest extent permissible by law, we may assign these Terms in their entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to you and without obtaining your further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets. By virtue of such assignment, the assignee assumes our stead, including all right, duties, liabilities, performances and obligations hereunder, and we are released therefrom.
Relationship of the parties.
The relationship between the parties hereto is strictly that of independent contractors, and neither party is an agent, partner, joint venturer or employee of the other.
Complete Terms and Severability.
These Terms constitute the entire and complete agreement between you and us concerning the subject matter herein. These Terms supersede all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of these Terms is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. The Company may modify these Terms by issuing you an email notice of such modifications to your email address listed in our records (which email inbox you shall continuously monitor), and such modified Terms will become effective and binding to the extent that you continue using the Service five calendar days or more after we send you such email.
Neither party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other party, of any terms or provisions of these Terms. The waiver, by either party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.