EX.CO Terms of Service

Last revised: December 2025

  1. General
    These Terms of Service (the “Terms”) apply to your (“you”, “your”, “Customer” or “Publisher”) use of: (i) our website (available at www.ex.co, including all of its subdomains; the “Website”); (ii) products or services including any content or documentation made available on or through our Website, including but not limited to our machine-learning video platform (the “Platform“), the Player, and any part of the services as may be embedded on yours or third party’s online properties or services (the “Embedded Items”); and (iii) any extensions or derivatives of the foregoing (the Website, Platform, Embedded Items, content, documentation, and any extensions or derivatives thereof are referred to collectively as the “Services“), all of which are owned or operated by EX.CO Technologies Ltd. or its affiliates (“us”, “we”, “our” or “EX.CO”).By clicking on the “Accept” button for these Terms, registering online, executing a Purchase Order, signing an agreement that incorporates these Terms by reference, or by accessing or using the Services, you are indicating acceptance of these Terms by you and, if applicable, your employer or other business entity on whose behalf you receive the Services. These Terms take effect when you accept these Terms, or earlier, when you access or use any of the Services (the “Effective Date”).
  2. Definitions
    1. “Advertisements” means any advertising materials in any format or media whatsoever, including graphics, links, audio, display ads, video ads, etc.
    2. “Applicable Law(s)” means any statute, regulation, policy or order of any governmental agency or judicial authority with competent jurisdiction over the parties or the subject matter of this Agreement.
    3. “Asset(s)” means websites or mobile applications controlled and operated by, or otherwise duly licensed to Customer.
    4. “Assets Content” means all materials and content on the Assets, including but not limited to text, programming code, graphics, animations, themes, logos, brands, photographs, images, video, and audio in any format, including Customer Content and Customer’s Embedded Items.
    5. “Confidential Information” means any information disclosed by a party (the “Disclosing Party”), whether furnished before or after the Effective Date and whether orally, visually or in writing, to the other party (the “Receiving Party”) that is designated as confidential or proprietary or that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, research and development, formulas, programming, know-how, proprietary knowledge, technology and any related documentation, engineering, production, operation and any enhancements or modifications relating thereto, and other designs, drawings, engineering notebooks, industrial models, software and specifications, financial and marketing information, business plans, business procedures, client lists, business partners or other similar information disclosed by the Disclosing Party to the Receiving Party. Confidential Information does not include any information which: (i) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development; (iv) is approved for release by prior written authorization of the Disclosing Party; or (v) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.
    6. “Customer Content” means any content or materials made available, uploaded, or submitted by Customer (including, as applicable, Customer Demand), in whatever format, including any text, photos, images, animations, graphics, logos, designs, links, audio, music and video files, and Assets Content used in connection with the Services.
    7. “Customer Demand” means Advertisements provided by Customer, whether owned by Customer or provided to Customer by third parties and uploaded by Customer to the Platform for the purpose of display on the Assets.
    8. “Data” means all data transmitted to EX.CO through the Tag (as defined below) and/or Embedded Items, including metadata (such as title, author, description and other information pertaining to the Embedded Items) and any Personal Data and non-Personal Data pertaining to Users collected through their interaction with the Embedded Items, Advertisements and/or with the Asset.
    9. “DPA” means the agreement between you and us governing the transferring and processing of Personal Data, as set out in our Data Protection Addendum.
    10. “Demand” means, collectively, the Customer Demand and the EX.CO Demand.
    11. “Embedded Items” means any products, services, content or documentation made available by EX.CO, you or a third-party for embedding on the Assets or on third-party online properties or services.
    12. “EX.CO Content” means any and all materials, information, and any other content made available or included in or with the Services by us or our licensors, including the EX.CO Demand but excluding the Customer Content.
    13. “EX.CO Demand” means Advertisements provided by EX.CO to you by EX.CO, or provided to EX.CO on behalf of third parties, which will be served by EX.CO through the embedding of an EX.CO Tag.
    14. “Fraudulent Activity” or “non-Recognized Activity” means the activities defined under the PO.
    15. “Purchase Order” or “PO” means a binding written agreement entered into or accepted by Customer, and EX.CO for the Services.
    16. “Malicious Code” means viruses, worms, malware, adware, spyware, time bombs, Trojan horses, any harmful or malicious code, files, scripts, agents or programs, and any other means or functions which may detrimentally interfere with or otherwise adversely affect use of any software, or otherwise damage or destroy data or other property.
    17. “Objectionable Content” means any content that either promotes content or otherwise contains content that: (i) is pornographic, sexually explicit or obscene; (ii) is harassing, threatening, abusive, inflammatory or racist; (iii) is illegal, libelous, defamatory, contrary to public policy or that violates any Applicable Laws; (iv) infringes upon or violates the Proprietary Rights or other rights of any third party; (v) offers or disseminates any fraudulent goods, services, schemes, investment opportunities, promotions or advice not permitted by Applicable Laws; (vi) promotes illegal gambling, the use of illegal substances, firearms, explosives or weapons, or the consumption of alcoholic beverages or tobacco-related products; (vii) is directed at or primarily appeals to minors; (viii) constitutes Fraudulent Activity; (ix) the display, distribution, or transmission of which through EX.CO or through the Services would cause EX.CO to violate any Applicable Laws or otherwise be harmful to EX.CO; (x) includes Malicious Code; (xi) violates any obligation of confidentiality; or (xii) is unacceptable in EX.CO’s reasonable discretion.
    18. “Personal Data” has the meaning set forth in the DPA.
    19. “Proprietary Rights” means any: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and/or (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
    20. “Tag” means certain code implemented in the Embedded Items and/or the Assets (including without limitation cookies, script codes, pixels, URL links, tags or any other implementation or technological means) that enables the transmission of Data between the Assets and EX.CO.
    21. “User” means any individual visiting, interacting with or otherwise using the Services, excluding the Customer.
  4. Eligibility and Account Creation
    1. Any use of or access to the Services by minors (as defined in your jurisdiction of residency) is prohibited. By accessing the Services, you certify to us that you are at least 18 years old (or above the age of majority in your jurisdiction or residence).
    2. If you represent your employer or another entity, you represent and warrant that you have full legal authority to bind it to these Terms, and that by registering or using the Services, you agree to these Terms on its behalf, which will then be binding on that entity. You are deemed to be an authorized representative of your employer or an entity if you register using your employer’s or that entity’s email address.
    3. To access the Platform, you must register and create an account (the “EX.CO Account”) with up-to-date, accurate and complete information (including billing and contact information). You may not impersonate, or misrepresent your affiliation, with any person or entity.
    4. You may have several types of EX.CO Account Users (e.g., administrators, viewers and team members). You are solely responsible for your Users. Features and functionalities for different EX.CO Accounts are determined by the respective PO executed between us and each Customer or as otherwise agreed between us in writing.
    5. You are responsible for safeguarding your log-in credentials and must not disclose them to third parties. You remain solely responsible for all activity under your EX.CO Account, and you hereby release EX.CO from any and all liability concerning such activities or actions. You must promptly notify EX.CO of any unauthorized use of your EX.CO Account or credentials.
  6. License and Restrictions
    1. License.
      Subject to your compliance with the Agreement (as defined in the PO), EX.CO grants you a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable and revocable license to access and use our Services, solely during the Term (as defined in the PO).`As applicable, Customer hereby grants EX.CO a non-exclusive, royalty free, revocable right and license to use Publisher’s RSS Feed (commonly defined as “Rich Site Summary” or “Real Simple Syndication”) and/or Assets Content only for the purposes set forth in this Agreement. Customer warrants it has the full right to grant the foregoing license, that it will not infringe on a third party’s Proprietary Rights and acknowledges that maintaining and/or updating the RSS Feed is the sole responsibility of the Publisher. All title and interest in the Assets Content and/or RSS Feed shall remain the property of the Publisher.
    1. Restrictions. Except as expressly permitted by this Agreement or with our prior express written permission, Customer will not and will not encourage or assist others to:
      1. Publish, distribute, duplicate, sell, re-sell, disclose, frame, market, license, sublicense, rent, lease, display, provide, transfer or make available the Services or make any other use of the Services (including without limitation the Embedded Items or any content available therefrom), or any portion thereof;
      2. Modify, remove, edit, amend, truncate, obscure, bypass or reorder any aspect of the Embedded Items, unless EX.CO makes available the means for the foregoing through an explicit embedded feature or functionality offered by EX.CO in the Services and to the extent enabled by such feature or functionality;
      3. Download, extract, republish, retransmit, reproduce or make any other use of the Embedded Items (including without limitation the Customer Content, EX.CO Content or any portion thereof) as a stand-alone file;
      4. Decompile, reverse engineer, disassemble, enhance, or otherwise make any attempt to discover the source code of, hack, or create derivative works from the Services (including without limitation the Embedded Items or any content displayed or available therefrom) or any portion thereof;
      5. Copy, crawl, index, cache or store any information derived from EX.CO, or use any robot, spider, data gathering or extraction tool, or similar mechanisms, with respect to the Services (including without limitation the Embedded Items or any content available therefrom) and/or any underlying technology;
      6. Edit, remove, obscure or alter any credits, watermarks, attributions, trade names, trademarks, logos, service marks or copyright notices set on the Services (including without limitation the Embedded Items or any content available therefrom), or remove or obscure the attribute/hyperlink to EX.CO and the Website (such as “Powered by EX.CO” or any other similar wording);
      7. target Users under the age of majority (as this term is determined in any applicable jurisdiction) or promote Customer Content designed to appeal to Users under the age of majority.
      8. remove, alter, disable or circumvent any Tag or otherwise interfere with EX.CO’s ability to measure User interaction in accordance with this Agreement;
      9. engage in any action or practice that disparages or devalues EX.CO, the Services, or the reliability, reputation or goodwill of any of the foregoing, or engage in any action or practice that might impede the performance, reliability or quality of the Platform;
      10. use the Services on Assets that utilize “zombie cookies” or “super-cookies” or otherwise circumvent the User’s privacy preferences.
      11. engage in any Fraudulent Activity; or
      12. use the Services (including without limitation the Embedded Items or any content available therefrom) to introduce any Malicious Code.

Customer is not granted any ownership, including with respect to any copyright, trademark and other Proprietary Rights to the Services or any portion thereof.

    1. Monitoring. EX.CO or its representatives shall have the right, but not the obligation, to monitor Customer’s compliance with this Agreement, in any form of technology chosen by EX.CO in its sole discretion. Customer shall have no claim or demand against EX.CO with respect to such monitoring. It is further clarified that EX.CO shall monitor performance by using a 3rd party detection tool, as will be determined by EX.CO. In the event that EX.CO shall detect any Fraudulent Activity exceeding 3% of a particular Asset’s traffic in any given measurement period, then EX.CO may, without limiting any right or remedy available to it under the Agreement or applicable law, adjust or withhold payments, block or suspend the provision of Services to any particular Asset(s) or Publisher, credit back payments and/or terminate this Agreement, with immediate effect by providing notice to Customer. Following EX.CO’s notice to Customer the parties shall cooperate in good faith to investigate and resolve the issue.
    2. We may edit, modify, disable access to or remove any content from our Services (including without limitation from the Embedded Items or any Third-Party Content (as defined below)), for any reason, at any time and without prior notice. We also reserve the right to remove or disable access to any content or material posted, uploaded, published or incorporated in or to the Services by any Customers that infringe our policies, this Agreement or which are otherwise deemed to pose a risk to EX.CO or its partners, as determined by EX.CO at its sole reasonable discretion.
    3. If you choose to submit comments, ideas or feedback, including testimonials about your experience of our Services, you agree that we are free to use them without any restriction or compensation to you.
    4. Modifications to or Discontinuation of the Services. We may, at our sole discretion, change, discontinue, or limit access to all or part of the Services, including without limitation the EX.CO Content and Customer Content, for any reason at any time without liability to you.
  2. Invoicing and Fees
    1. Customer shall pay EX.CO the applicable fees set forth in the PO (“Fees”) in U.S. dollars unless otherwise indicated. Customer authorizes EX.CO or its payment processors to charge Fees via Customer’s selected payment method when due. Fees are non‑cancellable and non‑refundable unless expressly stated otherwise in these Terms. Failure to collect Fees may result in EX.CO retrying collection, suspending access to the Services, or terminating this Agreement, with or without notice. Customer is solely responsible, and shall indemnify EX.CO, for all collection costs.
    2. Late Fees accrue an interest of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is higher.
    3. Fees are exclusive of all applicable taxes, including without limitation value added taxes, sales tax, use tax, excise, goods and services tax, levies, or duties, except for taxes imposed on EX.CO’s income.
    4. Customer must provide accurate, complete, and current billing information and maintain a valid payment method and authorizes EX.CO (directly or indirectly through third parties) to process charges or refunds as appropriate. Customer acknowledges and agrees that: (i) EX.CO is entitled to offset any amount due to EX.CO from any amount due to Customer; (ii) Fees are calculated based exclusively on EX.CO’s Analytics and Reports (as defined below) and are contingent on EX.CO’s successful collection of payments from EX.CO’s upstream partners; and (iii) no payment shall be made with respect to Customer’s display of any Demand in connection to Fraudulent Activity and/or Objectionable Content, as determined by EX.CO at its sole reasonable discretion.
  4. Our Proprietary Rights
    1. As between the parties, all rights, titles and interests in and to the Services and EX.CO Content and all Proprietary Rights therein and thereto, are and shall at all times remain the sole and exclusive property of EX.CO. All rights not expressly granted to you in these Terms are reserved by EX.CO.
    2. All trademarks, service marks, trade names, logos, and any other proprietary designations of EX.CO used herein, are trademarks or registered trademarks of EX.CO. Any other trademarks, service marks, trade names, logos and any other proprietary designations are the trademarks or registered trademarks of their respective parties. In addition, the arrangement and compilation of the Services (including, without limitation, the “look & feel”) are the exclusive property of EX.CO and are protected by copyright laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Services.
  6. Reporting Abuse
    If you feel that any person or content is abusing our policies, or otherwise violating your rights, please contact us at: legal@ex.co. Be sure to identify the specific content and the reason you feel it should be removed. If you believe that material available on the Platform violates your copyrights, please follow the procedures set forth in Section ‎8 below.
  7. Copyright Policy
    1. In the appropriate circumstances and subject to our sole discretion, we may disable or terminate the accounts of Customers who infringe or are charged with infringing the copyrights or other Proprietary Rights of others. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), we will respond expeditiously to valid DMCA complaints of copyright infringement committed using the Services that are reported to EX.CO’s DMCA Designated Agent, identified in the sample notice below.
    2. If you are a copyright owner, or are authorized to act on behalf of one, and you believe in good faith that any material or content made available on or through the Services has been used or exploited in a manner that infringes or violates any work or other Proprietary Rights you own or control, please report the alleged copyright infringements taking place on or through the Platform by completing the following DMCA Notice of Alleged Infringement (the “Notice“) and delivering it to EX.CO’s DMCA Designated Agent. Upon receipt of a valid Notice, we will act expeditiously to take down the material or content from the Services and send notice to the party who posted such material or content and their right to submit a counter notification pursuant to the DMCA.
    3. You can submit a Notice by:
      1. Filling in and submitting our online form; or
      2. Providing the following information to our DMCA Designated Agent:
        1. Identify the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
        2. Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or disabled from access, including information reasonably sufficient to permit us to locate the material, including, at a minimum and if applicable, the URL of the link(s) shown on the Services where such material may be found.
        3. Provide information reasonably sufficient to permit us to contact you, including an email address and telephone number.
        4. Include both of the following statements in the body of the Notice: (a) “I hereby state that I have a good faith belief that use of the material or content in the manner complained of is not authorized by the copyright owner, its agents, or the law”, and (b) “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed”.
        5. Provide your full legal name and your electronic or physical signature.
        6. Deliver the Notice, with all items completed, to EX.CO’s DMCA Designated Agent:
          Via email: dmca@ex.co
          Via postal address: 3 Aluf Kalman Magen Street, Tel-Aviv, Israel
          Attn: DMCA Designated Agent
          EX.CO Technologies Ltd.
          3 Aluf Kalman Magen St., Building A, 1st Floor, Tel Aviv 6107077, Israel
          Tel: +972 3 9113130
        1. DMCA Counter Notification. If EX.CO receives a DMCA takedown Notice concerning your content, you may submit a Counter Notification. Your Counter Notification must be sent to dmca@ex.co and must contain the following:
          1. Your physical or electronic signature;
          2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
          3. A statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
          4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which EX.CO may be found, and that you will accept service of process from the person who provided the DMCA Notice or an agent of such person.
  10. Links or Access to Third Party Content; Third Party Services
    1. EX.CO may hire third parties to perform certain business-related functions (“Third-Party Services”) such as processing payments on its behalf. EX.CO’s payment processing partner may request that the Customer will provide certain Personal Data (e.g., a valid government issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with any Applicable Laws. They may also communicate directly with the Customer regarding any issues with a payment.
    2. The Platform may provide you with access to third-party websites, advertisers, products, services, software, content, or other information or materials that are not owned or controlled by EX.CO (collectively, “Third-Party Content”). Your dealings or correspondence with Third-Party Services and your use of or interaction with any Third-Party Content are solely between you and the third party and subject to the terms imposed by each respective provider of the Third-Party Services.
    3. For additional information and requirements pertaining to your use of such Third-Party Services and Third-Party Content(collectively: “Licensed Material“) please visit here: https://ex.co/third-party-content.
      1. YouTube: You acknowledge and agree that creating or submitting Embedded Items which include videos uploaded from or hosted on YouTube shall be performed solely in a manner consistent with YouTube’s Terms of Service, YouTube’s Community Guidelines, YouTube’s Privacy Policy and YouTube’s API Terms.
      2. Instagram: You acknowledge and agree that creating or submitting Embedded Items which include videos uploaded from or hosted on Instagramshall be performed solely in a manner consistent with Instagram’s Terms of Use, Instagram’s Community Guidelines, Instagram’s Privacy Policy and Instagram’s Platform Policy.
      3. TikTok: You acknowledge and agree that creating or submitting Embedded Items which include videos uploaded from or hosted on TikTok shall be performed solely in a manner consistent with TikTok’s Terms of Service, TikTok’s Community Guidelines, TikTok’s Privacy Policy and TikTok’s Developer Terms.
    4. We do not control, endorse or assume any responsibility or make any warranties for any Licensed Material. If you access or make use of any Licensed Material through or from our Platform, you do so at your own choice, risk and you agree that we will have no liability arising from your use of or access to any Licensed Material. EX.CO does not monitor, pre-screen, or approve Licensed Materials (including any translations) made available on or through the Platform and Services, and, as such, EX.CO cannot and does not guarantee its quality, accuracy, or fitness for any purpose.
    5. Further, you hereby acknowledge that nothing herein shall be construed as granting you or anyone on your behalf any ownership or copyright in the Licensed Material, nor any other right other than a limited license to use such Licensed Material in compliance with this Agreement and in any applicable licence terms of the relevant licensor.
  12. Customer Content
    1. Your Customer Content belongs to you, and you are solely responsible for your Customer Content. You also assume all risks associated with your Customer Content, including any third party’s reliance on its accuracy or claims that might stem from such Customer Content, as well as any liability, cost, expense, or loss to EX.CO or to any third party resulting from such Customer Content.
    2. You hereby grant to EX.CO a non-exclusive, worldwide, transferable, royalty-free, sub-licensable license to copy, store, publish, display, broadcast, make publicly available, make derivatives works of, distribute, reproduce, download, and otherwise use the Customer Content, solely for the purpose of providing the Services to you.
    3. You agree that we and others have the right but not the obligation to identify and credit you as the creator of such Customer Content and use any information that you have provided during your registration to our Platform in connection with the publication, distribution, advertising or promotion of the Customer Content.
    4. If you choose to make your Customer Content publicly available on our Platform, you hereby grant any person a non-exclusive, perpetual license to view, use or interact with your Customer Content (for example by voting, ranking or submitting commentary), and to allow others to share and embed your Customer Content.
    5. The licenses mentioned in this section ‎extend to any trusted third parties we work with to the extent necessary to provide the Platform to you.
  14. Representations and Warranties
    1. Mutual. Each party hereby represents to the other party that:
      1. It has the full power, capacity, and authority to enter into this Agreement and grant the rights and licenses set out herein.
      2. The performance of this Agreement shall not knowingly violate any Applicable Law or conflict with any agreement to which it is a party.
    1. By EX.CO. EX.CO hereby represents and warrants that:
      1. it will not knowingly introduce any Objectionable Content or Malicious Code into the Services.
      2. the Services shall be provided in good faith, in accordance with Applicable Laws, and in a manner generally consistent with industry standards
    1. By Customer. Customer represents, warrants and covenants to us that:
      1. Any information Customer provides EX.CO is complete and accurate and will be kept up to date at all times.
      2. Customer’s (and Customer’s Users’) use of the Services does not violate this Agreement, or any Applicable Laws.
      3. Customer complies and will comply with the export laws and regulations of the United States, Israel and any other country with jurisdiction over its use of the Services, and that Customer shall not export or re-export, directly or indirectly, the Services or related technical information in violation of Applicable Laws.
      4. Customer will not use the Services in association with any material or content (including without limitation any content displayed, made available on or linked from the Assets) which is, or which may be reasonably considered by EX.CO (at its sole discretion) as Objectionable Content.
      5. Customer owns and operates the Assets or is otherwise duly licensed and authorised to embed or otherwise use the Embedded Items and the Tag on the Assets.
      6. Customer has obtained all necessary rights and approvals and is authorised to use and share with EX.CO the Customer Content, including the Customer Demand, and the Data in connection to this Agreement.
      7. Customer, the Customer Content and the Assets do not and will not, directly or indirectly, infringe upon the rights of any third party, including any Proprietary Rights, privacy or publicity rights.
  21. Advertisements and Demand
    1. Customer agrees not to upload any of the Customer Demand unless it was specified in the PO. Customer is solely responsible for its Customer Demand.
    2. Although EX.CO makes reasonable commercial efforts to ensure EX.CO Demand complies with Applicable Laws, does not infringe upon the rights of third parties, and contains no Objectionable Content, Customer acknowledges that EX.CO only serves as a technical provider facilitating the display of third party Advertisements on the Assets, and that EX.CO Demand is provided by third party demand partners, not by EX.CO, and EX.CO cannot and does not provide any guarantees with respect thereto. If the EX.CO Demand is deemed by Customer to be infringing or containing Objectionable Content, Customer must immediately notify EX.CO in writing and provide it with means to identify the infringing Advertisement (such as the relevant creative or advertising ID). In such event, EX.CO shall make its best efforts to identify the responsible demand partner and to attempt to block it from appearing on Customer’s account. However, Customer hereby understands and agrees that EX.CO will have no liability with respect to the Advertisements, their contents or the content of their destination URLs and Customer hereby waives any and all claims towards EX.CO with respect to the foregoing.
    3. EX.CO is not responsible for any Objectionable Content or information made available on or linked from any Asset, the Services, or Demand.
  23. Data Protection
    1. Privacy Policy. We are committed to protecting your privacy, and have drafted our Privacy Policy to outline our practices with respect to the collection, use and disclosure of Personal Data relating to your activities on the Services. By using our Services, you acknowledge that you have reviewed our Privacy Policy and agree to it. The Privacy Policy is incorporated into and made part of these Terms by reference.
    2. To the extent applicable, EX.CO and Customer shall comply with the terms of the DPA which governs the processing of Personal Data (as both terms are defined in the DPA).
    3. Customer shall not submit to the Services any data that is protected under a special legislation and requires a unique treatment, including, without limitations: (i) categories of data enumerated in Article 9(1) of the GDPR, or any information which is considered to be “Sensitive Personal Information” (or any similar terms under US Data Protection Laws, as this term is defined in the DPA); (ii) any data relating to end-users under the age of majority (as determined in any applicable jurisdiction); (iii) protected health information subject to the Health Insurance Portability and Accountability Act, as amended and supplemented, or any similar legislation in other applicable jurisdictions; and (iv) credit, debit or other payment or financial information.
  25. Analytics and Reports
    1. Subject to the terms of the Purchase Order, EX.CO may provide Customer access to its proprietary EX.CO analytics platform that will allow the Customer to manage and view Embedded Items’ analytics and metrics (such as unique views, clicks, end-user engagements, etc.) (“EX.CO Analytics“). Customer acknowledge that any information included in the EX.CO Analytics is not guaranteed to be accurate and is subject to adjustments and modifications resulting from, among other things, a final accounting, deductions, traffic performance or bad referrals, all as determined by EX.CO’s sole and absolute discretion.
    2. In the event that EX.CO provides reports to the Customer, under a Purchase Order or any other form of agreement entered between Customer and EX.CO (“Reports”), such Reports shall be solely based on EX.CO’s tracking systems.
    3. EX.CO Analytics and Reports will be considered final and non-appealable for the purpose of computing the fees due and payable to any party pursuant to the terms of the Purchase Order or applicable agreement. Customer acknowledges that no other measurements or statistics of any kind will be accepted by EX.CO or have any effect on the Fees due under the Agreement.
    4. In no event and for no reason shall EX.CO be liable for any unavailability or inaccuracy, temporary or otherwise, of EX.CO Analytics and/or of the Reports.
  27. Confidentiality
    1. During the Term, and for a period of three (3) years thereafter, each party agrees that it will not disclose or use the Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent. Each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information, to prevent the unauthorized disclosure or use of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, a party has a right to disclose the Confidential Information to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such party to perform its obligations or exercise its rights hereunder, provided that, they are bound by written obligations of confidentiality at least as stringent as those set forth in this Section.
    2. If the Receiving Party becomes legally compelled by Applicable Laws or administrative or legal process to disclose any Confidential Information of the Disclosing Party, the Disclosing Party agrees that the Receiving Party may do so if the Receiving Party: (i) promptly notifies the Disclosing Party in writing prior to making any such disclosure, to the extent the Receiving Party is legally permitted to do so; (ii) cooperates with the Disclosing Party in any attempt to obtain a protective order or other assurance that confidential treatment will be afforded to any disclosed Confidential Information; (iii) notifies the Disclosing Party promptly of the Confidential Information so disclosed; and (iv) uses good faith efforts to disclose only such Confidential Information of the Disclosing Party as is necessary to comply with such law, regulation or administrative or legal process.
    3. Upon termination or expiration of this Agreement , the Receiving Party shall, upon request, return to the Disclosing Party or destroy (at the Disclosing Party’s discretion) all materials containing Confidential Information. Notwithstanding anything to the contrary in these Terms, the Receiving Party may retain one copy of the Confidential Information of the Disclosing Party solely for legal archival purposes.
  29. Term, Termination and Suspension
    1. These Terms commence on the Effective Date and continue until terminated in accordance with this Section.
    2. Unless otherwise agreed by the parties in this Agreement, EX.CO may terminate or suspend the licenses provided herein at any time and cease providing you access to the Services in its sole discretion or if you: (i) violate this Agreement, or the terms and conditions of any other document governing your use of the Services; (ii) infringe or are accused of infringing the Proprietary Rights or other rights of others; (iii) violate any terms, restrictions or limitations specified in any additional agreement(s) you may enter into with EX.CO or that may apply to your specific use of the Services; or (iv) otherwise create risk or possible legal exposure for us (“Termination for Cause“). It is EX.CO’s policy to terminate a Customer’s access to and use of the Services if the Customer repeatedly infringes or is repeatedly charged with infringing the copyrights of others. A Customer will be deemed a repeat infringer under EX.CO’s policy if EX.CO receives 3 DMCA takedown Notices concerning the Customer’s Content within a twelve (12) month period.
    3. Termination for Cause will be without any compensation or liability of EX.CO and shall not relieve Customer of any obligations arising or accruing prior to such termination or limit any liability which Customer otherwise may have to EX.CO, including without limitation any indemnification obligations contained herein.
    4. Upon expiration or termination, all rights, obligations and licenses from us to you shall immediately terminate. Upon expiration or termination, EX.CO may delete any Customer Content, information, files or materials in or related to your EX.CO Account, and EX.CO will have no obligation whatsoever to save or make any such Customer Content, information, files or materials available to Customer or any other party. Customer agrees that EX.CO will have no liability whatsoever to Customer or any other party related to termination of access to your EX.CO Account or as a result of the deletion or loss of any Customer Content, information, files or materials in or related to your EX.CO Account.
    5. The following sections will survive termination: “License and Restrictions”, “Invoicing and Fees”, “Our Proprietary Rights”, “Data Protection” and the DPA, “Term, Termination and Suspension”, “Indemnification”, “Limitations on Liability”, “Warranty Disclaimer”, “Disputes Resolution; Arbitration” and “Miscellaneous”.
  31. Indemnification
    1. If anyone brings a claim against Customer or its subsidiaries, shareholders, directors, officers, or employees, subject to Section 9 (Links or Access to Third Party Content), EX.CO shall defend Customer from and against any and all losses resulting from third party claims alleging that Customer’s authorized use of the Services (in accordance with the Agreement) infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (“IP Claims”), and EX.CO will indemnify Customer (or its subsidiaries, shareholders, directors, officers, or employees) and hold Customer harmless against any losses finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement EX.CO and Customer agreed upon, including reasonable attorneys’ fees.
    2. If anyone brings a claim against EX.CO including its subsidiaries’ shareholders, directors, officers, employees, partners, and agents related to Customer’s use of the Services, Customer’s will defend, indemnify and hold EX.CO including its subsidiaries, shareholders, directors, officers, employees, and partners harmless from and against all damages, losses, costs and expenses of any kind (including reasonable legal fees and costs; collectively “Losses“) resulting from, arising out of, or related to such claim. Customer shall also indemnify and hold EX.CO (including its and its subsidiaries’ shareholders, directors, officers, employees, partners) harmless from and against all Losses resulting from, arising out of, or related to: (i) the Assets or any content made available thereunder; (ii) the Customer’s actions or omissions (including without limitation any claim concerning violation or infringement of this Agreement, of Proprietary Rights or the DPA); (iii) Customer’s breach or alleged breach of any of Customer’s representations, warranties or agreements set forth herein (including without limitation with respect to any Customer Content uploaded by Customer); or (iv) the Embedded Items on the Asset.
    3. EX.CO’s indemnity obligations under this Section shall not apply if: (i) the Services (or any component or portion thereof) were modified by Customer or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Services are used in combination with any other service, device, software or products, including, without limitation, Third-Party Content and/or Third-Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to the Customer Content or to any events giving rise to Customer’s indemnity obligations under this Section 17. Without derogating from the foregoing defence and indemnification obligation, if EX.CO believes that the Services, or any part thereof, may give rise to IP Claims, then EX.CO may in its sole discretion: (i) obtain (at no additional cost to you) the right to continue to use the Services; (ii) replace or modify the allegedly infringing part of the Services so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if EX.CO determines that the foregoing remedies are not reasonably available, then EX.CO may require that Customer cease its use of the (allegedly) infringing part of the Services and, in such an event, Customer shall receive a prorated refund of any undisputed Fees paid for the unused portion of the Term. THIS SECTION STATES EX.CO’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF PROPERIETARY RIGHTS BY EX.CO AND/OR ITS SERVICES AND UNDERLYING TECHNOLOGY.
    4. The parties agree that in claiming any indemnification hereunder, the party claiming indemnification (the “Indemnified Party”) shall (i) promptly notify the other party (the “Indemnifying Party”) in writing of the claim; (ii) grant the Indemnifying Party sole control over the defence (except that the Indemnified Party may, at its own expense, assist in the defence); and (iii) provide the Indemnifying Party, at the Indemnifying Party’s expense, with all assistance, information and authority reasonably required for the defence of the claim. In no event shall the Indemnifying Party enter into any settlement or agree to any disposition of the Indemnified Party’s claim(s), without the prior written consent of the Indemnified Party.
  33. Limitations on Liability
    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (INCLUDING ITS AND ITS SUBSIDIARIES’ SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) SHALL BE LIABLE FOR ANY PERSONAL INJURY, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER INCURRED DIRECTLY OR INDIRECTLY.
    2. SAVE FOR CLAIMS ARISING OUT OF GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL EX.CO’S (INCLUDING ITS SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES OR THE AGREEMENT,EXCEED THE FEES PAID TO EX.CO BY CUSTOMER FOR THE USE OF THE PLATFORM IN THE SIX (6) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.
  35. Warranty Disclaimer
    THE SERVICES, INCLUDING WITHOUT LIMITATION ACCESS TO AND USE OF THE EX.CO CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, AND CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES WILL BE COMPLETE, ACCURATE, SAFE, SECURE, BUG-FREE OR ERROR-FREE, OR FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THE USE OF THE SERVICES IS AT CUSTOMER’S OWN RISK AND CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF EXERCISING THE RIGHTS GRANTED UNDER THIS AGREEMENT AND ASSUMES ALL RISKS ASSOCIATED THEREWITH, INCLUDING BUT NOT LIMITED TO THE RISKS AND COSTS OF ERRORS, COMPLIANCE WITH APPLICABLE LAWS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, SUITABILITY FOR HOSTING AND UNAVAILABILITY OR INTERRUPTION. WE DISCLAIM ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, OPERABILITY OF THE SERVICES OR ANY CONTENT (INCLUDING, WITHOUT LIMITATION AND AS APPLICABLE, ANY EX.CO CONTENT, CUSTOMER CONTENT, THE EMBEDDED ITEMS, THIRD-PARTY SERVICES AND/OR THIRD-PARTY CONTENT) INCLUDED IN THE SERVICES.
  36. Dispute Resolution; Arbitration
    1. This Agreement and your use of the Services shall be governed by the laws of the State of New York, without regard to its conflict of laws principles.
    2. For any dispute, claim or controversy arising out of or in relation to this Agreement, including, without limitation, the breach, termination, enforcement, interpretation, or validity thereof, or your access or use of the Platform (together “Dispute”), you agree to first contact us and attempt informal resolution. If unresolved for a period of thirty (30) days, the Dispute will be settled through binding arbitration before a single arbitrator pursuant to the JAMS Streamlined Arbitration Rules and Procedures on an individual basis with no class relief. The arbitrator shall be a New York State or federal court judge and shall apply the New York law. This Section is a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). If the claim does not exceed $10,000, arbitration will be conducted solely on the basis of submitted documents, unless the arbitrator requires a hearing. THE AGREEMENT TO THIS AGREEMENT CONSTITUTES AN AGREEMENT TO PURSUE YOUR CLAIM ON AN INDIVIDUAL BASIS AND A WAIVER OF THE ABILITY TO PURSUE YOUR CLAIM IN A CLASS ACTION. All claims must be brought in your individual capacity, and not as a plaintiff or class member in any purported class or representative capacity. Notwithstanding any other provision in this Agreement, or in the JAMS Rules to the contrary, the arbitrator shall have no authority to hear or determine any matters relating to any class claims or any claims asserted by class members or class representatives, and, unless we agree otherwise, the arbitrator shall have no authority to consolidate any arbitration claims. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from the courts to prevent the actual or threatened infringement, misappropriation or violation of a party’s Proprietary Rights and for matters related to data security or unauthorized access to the Platform.
    3. You and EX.CO agree to exclusively submit to the personal jurisdiction of the state and federal courts located in New York County, New York, U.S.A, for any such actions and for any actions arising from or related to the arbitration.
    4. You agree that, by entering into this Agreement, you and EX.CO are each waiving the right to a trial by jury and to any right you may have to participate as a class representative or class member on any class claim you may have against EX.CO including any right to class arbitration or any consolidation of individual arbitrations. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person, if we are a party to the proceeding.
  38. Miscellaneous
    1. We may revise these Terms at any time, with the current version posted on our Website (see “Last Revised” date). By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree, please stop accessing or using the Services.
    2. Customer agrees that EX.CO may use the Customer’s name and logo to provide the Services and for advertising and publicity purposes, including on our Website and in marketing materials.
    3. If you provided EX.CO with your contact information, EX.CO may send you marketing communications, from time to time, relating to our business or the businesses of carefully-selected third parties which EX.CO think may be of interest to you, pursuant to our Privacy Policy. By providing us your contact details (whether through an online registration form, a Purchase Order or in any other way) you specifically agree to the foregoing. You may unsubscribe at any time from such marketing communication by contacting us through support@ex.co.
    4. This Agreement, together with the Privacy Policy, POs and the DPA constitute the entire agreement between you and EX.CO. and supersede all prior or contemporaneous communications and proposals, whether oral, written or electronic. If any provision of this Agreement is found to be unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise any right or to enforce any obligation or other terms provided for herein shall not be deemed a waiver of any further rights hereunder. In order for any waiver of compliance to be binding, it must be in writing and signed by both parties.
    5. Other than with respect to the payment of Fees, neither party shall be liable for any failure to perform its obligations due to causes beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation, acts of God, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, government action, embargo, labour disputes, internet or telecommunications failures, power outages, or any other similar cause that could not have been reasonably anticipated or prevented .
    6. Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party, except that either may assign to an affiliate or successor by merger, consolidation or acquisition of substantially all of the assets or so long as assignee agree to be bound by all of this Agreement. This Agreement will bind and inure to the benefit of each party’s permitted successors and assignees.
    7. EX.CO. may engage subcontractors to perform its obligations under this Agreement, provided that EX.CO remains fully responsible for the acts, omissions, and performance of its subcontractors as if they were its own. EX.CO shall ensure that all subcontractors are bound by written obligations consistent with the terms of this Agreement, including obligations relating to confidentiality, data protection, and Proprietary Rights.
    8. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority to bind the other in any respect.
    9. The section and paragraph headings in this Agreement s are for convenience only and shall not affect their interpretation.

We value hearing from our customers and welcome your feedback. You may contact us anytime at the following email address: support@ex.co