EX.CO Terms of Service

Last revised: July 2025

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 Platform and Services or any part thereof including such Services as may be embedded on yours or third party’s online properties or services (the “Embedded Items”); and (iii) any extensions or derivatives to the foregoing (collectively, the “Platform” or “Services“), all of which are owned or operated by EX.CO Technologies Ltd. or its affiliates (“us”, “we”, “our” or “EX.CO”).

Please read these Terms carefully. You acknowledge that these Terms form a binding agreement between you and us, and you affirm and signify your consent to these Terms, by either: (i) registering, accessing or using the Platform or any Embedded Items; (ii) clicking on a button or checking a checkbox for the acceptance of these Terms; or (iii) entering into a valid Purchase Order with EX.CO in connection to your use of the Platform or any Embedded Items, all of which is subject to these Terms; whichever is earlier (the “Effective Date”).

Definitions

“Advertisements” shall mean any advertising materials (including content recommendations and/or any form of sponsored materials), in whatever format (including graphics, links, audio, display ads, video ads, etc.).
“Assets” shall mean websites or mobile applications controlled and operated by, or otherwise duly licensed to Customer.
“Assets Content” shall mean all materials and content on the Assets, including but not limited to text, programming code, graphics, animations, themes, logos, brands, photographs, images, video, audio, in whatever format (excluding Advertisements or EX.CO provided content).
“Confidential Information” shall mean any non-public, proprietary, confidential and/or trade secret information of a party hereof, whether furnished before or after the date the Terms entered into effect, and regardless of the manner in which it is furnished, and which given the totality of the circumstances, 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, clients’ list, business partners or other information disclosed by one of the parties hereto (the “Disclosing Party”) to the other party (the “Receiving Party”) either directly or indirectly in writing, orally or by drawings. Confidential Information shall not, however, 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 required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a protective order and the disclosure shall be limited to the extent expressly required; (v) is approved for release by prior written authorization of the Disclosing Party; or (vi) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.
“Customer Content” means any content or materials made available, uploaded, or submitted by Customer, in whatever format, including (as applicable, Customer Demand) and text, photos, images, animations, graphics, logos, designs, links, audio, music and video files, and Assets Content used in connection with the Embedded Items.
“Data” shall mean all data transmitted to EX.CO through the Tag (as hereinafter defined) and/or Embedded Items, including metadata (such as title, author, description and other information pertaining to the Embedded Items) and any personal and non-personal information pertaining to Users collected through their interaction with the Embedded Items, Advertisements and/or with the Asset.
“EX.CO Content” means any and all materials, information, and any other content (other than the Customer Content) displayed, made available, included, incorporated, uploaded, posted, published, contributed, performed or used on the Platform, and which were created by or on behalf of EX.CO or its licensors.
“EX.CO Demand” means Advertisements provided by EX.CO, whether owned by EX.CO or provided to EX.CO on behalf of third parties, which will be served by EX.CO through the embedment of an EX.CO Tag.
“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.
“Fraudulent Activity” shall mean (a) the display, promotion, distribution or interaction with the Platform and/or the Advertisements (as hereinafter defined) in any manner which engages with anything other than natural persons viewing actually displayed Advertisements and/or other materials made available via the Platform in the normal course of using any device, including, without limitation, browsing through online, mobile or any other technology or platform, as determined by EX.CO in its sole discretion which may lead to falsely generated or artificially-inflated revenues; and/or (b) the automatic redirection of visitors, blind text links, misleading links, forced clicks, or video views of less than 5 seconds, etc. from the Platform and/or the Advertisements. Without limiting the foregoing, Fraudulent Activity shall include any of the following practices: (1) inclusion or counting of views or clicks by a natural person who has been engaged for the purpose of viewing, clicking or interacting with the Platform and/or the Advertisements in any manner, whether exclusively or in conjunction with any other activities of that person; (2) employing any means to induce, encourage, incentivize or trick the end user into viewing or clicking on content made available via the Platform and/or Advertisements; (3) non-human visitors (such as bots); (4) inclusion or counting of views that are not actually visible to the human eye, discernible to human senses or perceived by a human being; (5) masking or cloaking the Asset’s URL, employing any means to obscure the true source of traffic; (6) generating automated, fraudulent or otherwise invalid impressions, inquiries, views, clicks or conversions, or artificially inflating impressions, inquiries, views, clicks, or conversions, or employing any misleading, deceptive or inappropriate practices; and/or (7) installing or transmitting Malicious Code.
“Purchase Order” or “PO” shall mean a binding written agreement (including an online registration page or online order form) entered into or accepted by Customer (and/or EX.CO, as applicable).
“Malicious Code” shall mean viruses, worms, malware, spyware, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, including code that is intended to or has the effect of misappropriating, hijacking, commandeering, or disrupting access to or use or operation of any information, device, hardware, system or network.
“Objectionable Content” shall mean content that either promotes links to content or contains content that is (i) is pornographic, sexually explicit or obscene, (ii)is harassing, threatening, abusive, inflammatory or racist, (iii) is illegal, contrary to public policy or that could facilitate the violation of any applicable law, regulation or government policy, (iv) is libelous or defamatory, (v) infringes upon the intellectual property rights of any third party, including copyrights, trademarks, trade names, trade secrets or patents of such third party; (vi) violates the privacy, publicity, moral or any other right of any third party; (vii) offers or disseminates any fraudulent goods, services, schemes, investment opportunities, promotions or advice not permitted by law; (viii) promotes illegal gambling, the use of illegal substances, or the consumption of alcoholic beverages or tobacco-related products; (ix) directed or primarily appeals to minors; (X) constitutes Fraudulent Activity or offers or disseminates any fraudulent goods, services, schemes, investment opportunities, promotions or advice not permitted by law;(xi) is harmful to EX.CO’s or any other party’s systems and networks, including Malicious Code, adware, spyware or drive-by download applications; (xii) violates any obligation of confidentiality; or (xiii) is unacceptable in EX.CO’s sole discretion.
“Proprietary Rights” shall mean all intellectual property rights, including, without limitation: (a) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (b) all registered and unregistered: marks, trademarks, service marks, trade names, trade dress and associated logos, domain names and registrations and applications for registration thereof; (c) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (d) all trade secrets and Confidential Information; (e) all rights in databases and data compilations (including, with respect to EX.CO, the Data), whether or not copyrightable; and (f) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media).
“Tag” shall mean certain code implemented in the Embedded Items and/or the Assets (including cookies, script codes, pixels, URL links, tags or any other implementation or technological means).
“User” shall mean any individual visiting, interacting with or otherwise using the Platform, excluding the Customer.

Eligibility and Account Creation

Any use or access by minors (as defined in your jurisdiction of residency) is prohibited. By accessing this Platform, you certify to us that you are at least 18 years old (or above the age of majority in your jurisdiction or residence).
In case you represent your employer or another entity, you hereby represent that: (i) you have full legal authority to bind your employer or such entity to these Terms; and (ii) after reading and understanding these Terms and upon subscription you agree to these Terms on behalf of your employer or the respective entity, and these Terms shall bind your employer or such entity. Please note that you are deemed as an authorized representative of your employer or an entity if you are using your employer’s or an entity’s email address in registering into the Platform.
In order to access the Platform you have to register to it and create an account (the “EX.CO Account“). When you create your EX.CO Account, you must provide us with up-to-date, accurate and complete information (including billing and contact information). You may not impersonate any person or entity or misrepresent your affiliation with any person or entity.
As applicable, there may be several types of EX.CO Account users, such as administrators, viewers and team members, all of whom are collectively referred to herein as the Customer. The features and functionalities available to the different EX.CO Accounts are determined by the respective PO executed between us and each Customer or as otherwise agreed between us.
You are responsible for safeguarding your password or log-in credentials. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your EX.CO Account, whether or not you have authorized such activities or actions. You shall be solely liable for and hereby release EX.CO from any and all liability concerning such activities or actions and you will immediately notify us of any unauthorized use of your EX.CO Account or Account credentials.

License and Restrictions

License. Subject to these Terms, EX.CO grants you a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable and revocable license to access and use our Platform during the Term (as defined below), and in accordance with your Purchase Order which may include, as applicable, the right to:

register an EX.CO Account on the Platform;
utilize the available formats on the Platform to create Embedded Items or contact forms and to display such Embedded Items or contact forms on the Assets;
create a profile page that will be displayed on the Platform and will include Customer’s logo, images, links to Customer’s social platforms, and links to all items created by Customer through the Platform;
utilize the available formats on the Platform to create a form for the purpose of enabling end-users to volunteer contact information;
It is hereby clarified that Customer is solely responsible to ensuring that it has established appropriate lawful grounds and satisfied applicable notice requirements, in accordance with applicable data protection laws and the DPA, with regard to any data submitted to EX.CO including by on behalf of Users. Customer shall be held solely liable for any modifications, alterations, omissions or changes made with respect to any notice or disclaimer made available by EX.CO in connection with any of the embedded functionalities/features of the Platform, including the creation of a lead-generation form;
to display the Embedded Items on the Assets.

With the exception of Customer Content, the Customer is not granted any ownership including with respect to any copyright, trademark and other intellectual property rights to the Platform or any portion thereof.
Restrictions. Customer represent and warrant, to not, and 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 Platform or make any other use of Platform (including the Embedded Items or any content available therefrom), any portion thereof or any content displayed therein, to any third party, except as explicitly permitted in these Terms or with our prior express and written permission;
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 Platform 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 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 Platform (including 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 Platform (including the Embedded Items or any content available therefrom) and/or any underlying technology;
6. Edit, remove, obscure or alter any credits, watermarks, trade names, trademarks, logos, service marks or copyright notices set on Platform (including the Embedded Items or any content available therefrom), or remove or obscure the attribute/hyperlink to EX.CO and the Website (“Powered by EX.CO” or any other similar wording);
7. Use the Platform (including the Embedded Items or any content available therefrom) and/or any underlying technology to introduce any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications.
We may edit, modify, disable access to or remove any content from our Platform (including from the Embedded Items or any Third Party Content and Services), 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 Platform by any Customers that infringe our policies, these Terms or which is otherwise deemed to pose a risk to EX.CO or its partners, as determined by EX.CO at its sole reasonable discretion.
If you choose to submit comments, ideas or feedback, including testimonials about your experience of our products and service, you agree that we are free to use them without any restriction or compensation to you.

Term, Renewal and Fees

These Terms are in full force and effect, commencing upon the Effective Date for the term specified in Customer’s PO (“Term“), and in accordance with the respective terms and conditions specified within or otherwise applicable to such PO.
In consideration for the granting of license to use the Platform, Customer shall pay EX.CO the applicable fees per the Purchased Order, (the “Fee(s)“). Unless indicated otherwise, Fees are stated in US dollars. Customer hereby authorizes EX.CO, either directly or through our payment processing service providers, to charge such Fees via Customer’s selected payment method at its due date. Unless expressly set forth herein, the Fees are non-cancelable and non-refundable. In the event of failure to collect the Fees owed by Customer, EX.CO may, in its sole discretion, retry to collect at a later time, and/or suspend access to the Platform and/or terminate these Terms, without notice and without prejudice to any other right granted to EX.CO under these Terms or under applicable law. Customer shall indemnify EX.CO with respect to, and shall solely bear, all costs of collection incurred by EX.CO in such event.
Without derogation from the foregoing, If any Fees are not received by EX.CO by the due date, without limiting our rights or remedies, then those late Fees (or any part thereof, as applicable) shall accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher.
The Fees are exclusive of any and all taxes (including without limitation, value added taxes, sales tax, use tax, excise, goods and services tax, levies or duties) which may be imposed as applicable (the “Taxes“), except for Taxes imposed on our income.
As part of registering, or submitting billing information, to the Platform, Customer agrees to provide us with updated, accurate and complete billing information, and authorize EX.CO (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account,
Customer acknowledges that: (i) ex.co shall be entitled to offset any amount due to EX.CO from any amount due to Customer; (ii) payment shall be exclusively calculated based on EX.CO’s Analytics and Reports (as defined below) and contingent on EX.CO’s successful collection of payments from EX.CO’s upstream partners; and (iv) no payment shall be made with respect to Customer’s display of any EX.CO Demand or Advertisements in connection to Fraudulent Traffic and/or Objectionable Content, as determined by EX.CO at its sole reasonable discretion.

Billing and Refund – Deleted intentionally

Proprietary Rights

All Proprietary Rights, titles and interests in and to the Platform and EX.CO Content, including compilations, digital conversions, magnetic translations, software, designs, documentation and other materials related to the Platform and EX.CO Content are and shall at all times remain the sole and exclusive property of EX.CO, and are protected by applicable intellectual property laws and treaties; all such materials and contents (other than the Customer Content) displayed, made available, included, incorporated, uploaded, posted, published, contributed, performed or used on the Platform, which were created by EX.CO (together “EX.CO Content”), are:
1. The sole property of EX.CO and/or third parties, as applicable (including, without limitation, with respect to Third Party Content and Services, as detailed below);
2. Protected by applicable intellectual property rights, including copyright laws; and
3. May only be used in accordance with these Terms.
All data related to the Platform or collected through the Platform (with the exception of data collected through a data collection form by a Customer, as applicable, which shall be Customer’s property) shall be the sole property of EX.CO. 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 Platform, Website, and all 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 Platform;
All rights not expressly granted to you in these Terms are reserved by EX.CO.

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 ‎11 below.

In the appropriate circumstances and under our sole discretion, we may disable or terminate the accounts of Customers who infringe or are charged with infringing the copyrights or other intellectual property 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 Platform that are reported to EX.CO’s DMCA Designated Agent, identified in the sample notice below.
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 Platform has been used or exploited in a manner that infringes or violates any work or other intellectual property 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 Platform and send notice to the Customer who posted such material or content and their right to submit a counter notification pursuant to the DMCA.
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 access to which is to be disabled, including information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link(s) shown on the Platform 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: i. “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.” ii. “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 CMCA 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

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. A physical or electronic signature of the Customer.
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 Customer has 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. The Customer’s name, address, and telephone number, and a statement that the Customer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the Customer’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the Customer will accept service of process from the person who provided the DMCA Notice or an agent of such person.

Links or Access to Third Party Content; Third Party Services

EX.CO may hire third parties to perform certain business-related functions 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 federal and state laws and regulations. They may also communicate directly with the Customer regarding any issues with a payment. Any information provided to such third party will be confidential and only be used for the intended purpose.
You acknowledge and agree that portions of the Platform may include software that we license from third parties, which may include open source software or related components. Our Platform may also contain links to third party websites, apps, services, offerings, materials, products, recommendations or other events or activities that are not owned or controlled by us (collectively: “Third Party Services“).
In addition to the foregoing, we may (but are not obligated to) make available to You certain licensed third party content such as video, audio, still images or other types of audio-visual material, visual representation and audio products, or such other materials, in any medium or form provided by third parties through the EX.CO Services and which is subject to the terms imposed by each respective third party licensor (including, without limitation, YouTube, and any materials sourced from Giphy.com) (collectively: “Third Party Content”). 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 (hereinafter “YouTube Content“) 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 Instagram (hereinafter “Instagram Content“) shall 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 (hereinafter “TikTok Content“) 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.
We do not make any warranty, we do not control, endorse or assume any responsibility 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. 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 the terms stipulated herein and in any applicable Licensed Material licensor.

Grant of License

When you create, publish, post, upload or contribute Customer Content to our Platform, such Customer Content belongs to you, and you agree to grant EX.CO a limited revocable, non-exclusive, worldwide, transferable, royalty-free, sub-licensable license to: use, copy, store, publish, display, broadcast, make publicly available, link, distribute, reproduce, download, and otherwise use the Customer Content, and to allow EX.CO to sub-license others to do so, solely for the purpose of providing the Services to the Customer; as applicable, you further authorise us 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 (for example your name, photograph and other information) in connection with the publication, distribution, advertising or promotion of the Customer Content, and to allow others to do so for any purpose. However, this does not require or obligate us to provide such credit, if any, to you, and we reserve the right to omit such credit or attribution at any time and in our sole discretion.
If you choose to make your Customer Content publicly available on our Platform, you hereby grant any person (including non-registered Users of our Platform) 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
Notwithstanding the foregoing, nothing herein shall restrict EX.CO, during and after the termination of the Term, to use aggregated and/or de-identified data derived from your Customer Content and any residual backup copies of your Content made in the ordinary course of EX.CO’s business, for its internal business purposes, including without limitation product improvement and marketing purposes. This shall not affect or derogate from your ownership rights over the Customer Content, as provided in these Terms.
The licenses mentioned in this section ‎14 extend to any trusted third parties we work with to the extent necessary to provide the Platform to you.

Representations
1. By EX.CO. EX.CO hereby represents to Customer that:
1. It has the full power, capacity, and authority to enter into and perform this Agreement and grant the Customer with the rights and license as well as sublicenses set out herein.
2. The performance of this Agreement by EX.CO shall not knowingly violate any applicable law or conflict with any agreement to which EX.CO is a party.
3. EX.CO will not knowingly introduce into the Platform any Objectionable Content or Malicious Code.
4. The Platform and EX.CO’s services shall be provided in good faith, in accordance with applicable law, and in a manner generally consistent with industry standards.
1. By Customer. When a customer creates, uploads, or contributes Customer Content to our Platform, the Customer represent to us that:
1. Any information Customer provides EX.CO (including contact information, payment information or any reports that were or ought to be provided by Customer to EX.CO) will at all times be complete and accurate and will be maintained up to date at all times.
2. Your use of the Platform, including, without limitation, your User Customer Content, does not violate the Terms of Service (including without limitation, the DPA) or any applicable laws.
3. The Customer will not embed or promote the Embedded Items in association with any material or content (including any content displayed, made available on or linked from the Asset) which is, or which may be reasonably considered by EX.CO (at its sole discretion) as Objectionable Content.
4. The Customer owns and operates the Asset or is otherwise duly licensed and authorised to embed the Embedded Items and the Tag on the Asset.
5. And has obtained all rights (including intellectual property rights) and approvals, and is authorised to use and share with EX.CO the Customer Demand and Customer Content in connection to these Terms.
6. The Customer shall not, directly, or indirectly, infringe upon the rights of any third party, including proprietary, privacy or publicity rights, or any applicable laws or regulations.
7. The Customer shall not target end-users under the age of minority (as this term is determined in any applicable jurisdiction), or promote Customer Demand or Customer Content designed to appeal to users under the age of minority.
8. You are solely responsible for the Customer Content, and assume all risks associated with it, including any person’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. You agree to indemnify and hold EX.CO or anyone on its behalf (including its and its subsidiaries’ shareholders, directors, officers, employees, service providers, partners and agents) harmless from any liability, cost, damage and expense (including reasonable legal fees) caused or resulting from the Customer Content including any claim concerning violation or infringement of any applicable law or proprietary rights, including without limitation, with respect to your use of the Third Party Content and Services in breach of these Terms.
9. the Customer will not: (1) remove, alter, disable or circumvent any Tag or otherwise interfere with EX.CO’s ability to measure User interaction in accordance with these Terms; (2) engage in any action or practice that disparages or devalues EX.CO, the Embedded Items, the Platform, 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; (3) place Embedded Items on Assets that utilize “zombie cookies” or “super-cookies”, or otherwise circumvent the User’s privacy collection preferences; or (4) engage in any Fraudulent Activity.
10. Customer understands that although we exercise reasonable efforts to preserve the materials stored on the Platform, Customer is solely responsible for creating back-ups of Customer Content, and we shall not be responsible or liable in any way for the failure to preserve your Customer Content.
11. Without derogating from Customer’s representations and warranties under these Terms, Customer agrees that EX.CO, or anyone delegated on its behalf shall have the right, but not the obligation, to monitor Customer’s compliance with the Terms, 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.
12. You acknowledge that EX.CO is not responsible for any Objectionable Content or information made available on or linked from any Asset, the Embedded Items, EX.CO Demand, Publisher Demand, or Advertisements.
13. As applicable, Customer confirms that it is aware that the some of the content made available through the Website or Platform may be user generated content (“UGC“) and that the sole responsibility for UGC lies with its various respective creators and/or uploaders. EX.CO does not warrant and cannot guarantee that the UGC will not be infringing in any way. It is hereby clarified that in case of infringement or other content issues that may arise with the UGC, Customer’s sole remedy with respect to such content shall be to submit a written complaint to EX.CO, which will review such complaint and, if applicable, remove such UGC in accordance with our Terms. EX.CO does not monitor, pre-screen, or approve UGC (including any translations) made available on the Website, and EX.CO cannot guarantee its quality, accuracy, or fitness for any purpose.
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The Customer further agrees not to upload any Customer Demand to the Platform unless specified in the PO.
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 third party properties (i.e. 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.

Data Protection

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 information relating to your activities on the Platform. By using our Platform, 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.
EX.CO and Customer shall comply with the EX.CO Data Protection Addendum (“DPA”), which governs the Processing of Personal Data (as both terms are defined in the DPA), on Customer’s behalf, where such Personal Data is subject to the General Data Protection Regulation 2016/679 (the “GDPR”) and applicable privacy laws.
Customer shall not submit to the Platform 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 information’ (as defined under the CCPA or any other applicable US privacy laws), or any similar legislation or regulation in other applicable jurisdictions; (ii) any data relating to end-users under the age of minority (as this term is 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 jurisdiction; and (iv) credit, debit or other payment or financial information of any data subject.
Customer represent and warrants to only collect, use or disclose Data in accordance with applicable laws and with its privacy policy. Customer shall allow EX.CO to provide any link or notice it deems necessary for the provision of any disclosure in or around the Embedded Items.
Customer shall provide its end users with: (1) a detailed privacy policy which satisfies all relevant requirements of applicable privacy laws and regulations in connection with the collection, use and disclosure of Data through the use or access to the Embedded Items and which shall be easily accessible by end users at all times; and (2) obtain their consent for storing and accessing Data through the use of cookies and similar tracking technologies on the end users’ devices (including, without limitation, the Tag), and including with respect to displaying interest-based or targeted content.
EX.CO may enable its partners (including its Customers) to use a data management platform that will enable them to manage their audience information and Data, pursuant to the terms of a Purchase Order or any other form of agreement entered between Customer and EX.CO. You acknowledge that you are solely responsible and assume all liability in connection with your use of any audience information and Data (whether through the data management platform or otherwise), including with respect to compliance with any applicable privacy laws or regulations.
Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (as defined below) relating to your use of the Platform, and disclose it for the purpose of providing, improving and publicizing our products and services, including the Platform, and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as aggregated and analytics information. EX.CO owns all Anonymous Information collected or obtained by EX.CO.

Customer Branded Content

If applicable, Customer may create Embedded Items promoting a third party product, brand or sponsor (collectively, “Branded Content”) – in such case, in addition to the terms contained therein, the Customer represents and warrants that it is solely responsible to provide any notice or disclosure with respect to the display or promotion of the Branded Content, as required under applicable laws, including with respect to notifying the users with regards to the commercial nature of the Branded Content. Furthermore, Customer represents and warrants that the Branded Content and Customer’s use thereof, shall not infringe upon any intellectual property rights, privacy rights or any other requirement of applicable laws.

Analytics and Reports

EX.CO may provide Customer (according to the Purchase Order) 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.
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.
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 fee due under that Purchase Order or applicable agreement.
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.

Confidentiality

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. During such period, 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 disclosure of the Disclosing Party’s Confidential Information other than 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, who will each agree to comply with this section.
Upon termination or expiration of the relationship between the parties, Receiving Party shall, upon request, return to the Disclosing Party or destroy (at the Disclosing Party’s discretion) all materials containing Confidential Information.

Termination

Unless otherwise has been agreed by the Parties in this Agreement or the relevant PO, EX.CO may terminate or suspend the licenses provided herein at any time and cease providing you access to the Platform in its sole discretion or if: (i) you violate these Terms; (ii) infringe or accused of infringing the intellectual property 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 Platform; 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 Platform 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-month period.
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.
Termination of a User’s access to and use of the Services shall not relieve the User of any obligations arising or accruing prior to such termination. Additionally, the following sections will survive termination: License and Restrictions, Proprietary Rights, Privacy Policy, Termination, Indemnification, Limitations on Liabilities, Warranty Disclaimer, Disputes and Miscellaneous.

Indemnification

If anyone brings a claim against Customer, subject to Section 13 (Links or Access to Third Party Content; Third Party Services), EX.CO shall defend Customer from and against any and all Losses resulting from, arising out of or related to third party claims alleging that Customer’s authorized use of the Platform (in accordance with the terms herein) infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (“IP Claims”), and EX.CO will indemnify Customer and hold Customer harmless against any Losses finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees.
If anyone brings a claim against EX.CO or its subsidiaries, shareholders, directors, officers, employees, partners, or agents, related to Customer’s use of Platform and services Customer’s will defend, indemnify and hold EX.CO including its and its subsidiaries’ shareholders, directors, officers, employees, partners and agents harmless from and against all damages, losses, costs and expenses of any kind (including reasonable legal fees and costs; collectively “Losses“) related to such claim. Customer shall also indemnify and hold EX.CO (including its and its subsidiaries’ shareholders, directors, officers, employees, partners, advertisers and agents) harmless from and against all Losses resulting from, arising out of, or related to: (i) the Asset or any content made available thereto; (ii) the Customer’s actions or omissions (including any claim concerning violation or infringement of these Terms, 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 with respect to any Customer Content uploaded by Customer); or (iv) the embedment of the Embedded Items on the Asset.
EX.CO’s indemnity obligations under this Section shall not apply if: (i) the Platform (or any component or portion thereof) was 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 Platform is used in combination with any other service, device, software or products, including, without limitation, Third Party Content and 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. Without derogating from the foregoing defense and indemnification obligation, if EX.CO believes that the Platform, 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 Platform; (ii) replace or modify the allegedly infringing part of the Platform 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 Platform and in such an event, Customer shall receive a prorated refund of any Subscription 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 INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY EX.CO AND/OR ITS SERVICE AND UNDERLYING TECHNOLOGY.
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 defense (except that the Indemnified Party may, at its own expense, assist in the defense); and (iii) provide the Indemnifying Party, at the Indemnifying Party’s expense, with all assistance, information and authority reasonably required for the defense of the claim. In no event shall the Indemnifying Party enter into any settlement or agree to any disposition of the indemnified claim(s), without the prior written consent of the Indemnified Party.

Limitations on Liability

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 (regardless of whether we were advised of the possibility of such damages), whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses.
Save for claims arising out of gross negligence, willful misconduct, or breaches of confidentiality, in no event shall EX.CO’s (including its and its subsidiaries’ shareholders, directors, officers, employees, and agents) aggregate liability for all claims relating to the Platform or this Agreement exceed the fees paid to EX.CO by Customer for the use of the Platform in the six (6) month period preceding the events giving rise to the liability, to the fullest extent permitted by applicable laws.

Warranty Disclaimer

The Platform and all included content (including any EX.CO Content, the Embedded Items and Third Party Content and Services) 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 Platform (including any EX.CO Content, the Embedded Items and Third-Party Content and Services and Licensed Material) and all included content will always be complete, accurate, safe, secure, bug-free or error-free, or that the Platform and all included content will always function without disruptions, delays or imperfections. We may change, limit, suspend or discontinue the Platform (or any part thereof) at any time, including the availability of any feature or database, without notice or liability.
We do not control or direct Customer’s actions on our Platform and are not responsible for the content or information Users transmit or publish on or through our Platform. Additionally, we do not control any Third Party’s Content or Services (as detailed in section 13).
Although we reserve the right to do so, we do not regularly monitor, pre-screen, or approve Customer Content. EX.CO accepts no responsibility with regards to any Customer Content. Note that any content items on the Platform that include polls, voting, etc. are not intended to be of a scientific sample or research and should not be relied upon as such. Before you act on information that you’ve found on our Platform, you should confirm any facts that are important to your decision.
To the fullest extent permitted by law, we disclaim any responsibility or liability for the accuracy, reliability, availability, completeness, operability of the Platform or to any content (including any EX.CO Content, the Embedded Items and Third Party Content and Services) included in the Platform.
You expressly acknowledge and agree that the use of the Platform is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is solely with you.

Disputes

These Terms and your use of the Platform shall be governed by the laws of the State of New York, without regard to its conflict of laws principles.
For any dispute, claim or controversy arising out of or in relation to these Terms or any Order Agreement between you and EX.CO or 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 to resolve the Dispute with us informally. If the parties are unable to resolve the Dispute informally, you and we agree to resolve any Dispute 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 retired judge or justice of any New York State or federal court and shall follow New York substantive law in adjudicating the Dispute. This Section shall be construed as a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”) and shall satisfy the “writing” requirement of the FAA .If the value of your claim in the Dispute does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and EX.CO submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. THE AGREEMENT TO THESE TERMS 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 these Terms 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 copyrights, trademarks, trade secrets, patents, or other intellectual property rights and for matters related to data security or unauthorized access to the Platform.
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.
You agree that, by entering into these Terms, 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.

Miscellaneous

We may revise these Terms, from time to time, in our sole discretion and the most current version will always be posted on our Website (as reflected in the “Last Revised” heading). We encourage you to review these Terms regularly for any changes. By continuing to access or use the Platform after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, please stop accessing or using the Platform.
Customer agrees that EX.CO may use the Customer’s name and logo in order to provide the Services and for advertising and publicity purposes and may refer to the existence of their relationship on the Website and in press releases, advertising, or marketing materials distributed to prospective partners.
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 this. You may unsubscribe at any time from such marketing communication by contacting us through support@ex.co.
These Terms, together with the Privacy Policy, applicable DPA(s) and any amendments thereto, and any additional agreements you may enter into with EX.CO or that may apply to your specific use of the Platform, constitute the entire agreement between you and EX.CO with respect to the use of the Platform, and supersede all prior or contemporaneous communications and proposals, whether oral, written or electronic, between you and EX.CO. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Neither Party shall assign any of its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement and its rights and obligations hereunder without the other party’s prior written consent to an Affiliate or to a successor of such Party by way of merger, consolidation or acquisition of all or substantially all of the assets or business of such assigning Party so long as such Affiliate or successor shall agree to be bound by all of the terms and provisions hereof. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assignees.
No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
Either party’s failure to enforce any part of these Terms shall not constitute a waiver of such party’s right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that either party waives compliance in the future. In order for any waiver of compliance to be binding, a party must provide the other party with written notice of such waiver through one of its authorized representatives.
You agree to comply with the export laws and regulations of the United States, Israel and any other country with jurisdiction over your use of the Platform. You further agree that you shall not export or re-export, directly or indirectly, the Platform or any technical information disclosed hereunder to any destination prohibited or restricted by applicable export control regulations.
The section and paragraph headings in these Terms 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