EX.CO Terms of Service

Last revised: August 2023

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 Video Platform Services or any part thereof (including any APIs, code, pixels, tags, cookies, iFrames, scripts or any other software components necessary to enable connection to the Website) which may be embedded on third party websites, blogs, social networking platforms, applications or other third party online services (the “Embedded Items”); and (iii) any extensions or derivatives to the foregoing (collectively, the “Platform”), 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 IO (as defined below) with EX.CO in connection to your use of the Platform or any Embedded Items, which incorporates these Terms; whichever is earlier (the “Effective Date”).

2. 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 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).
“Video Platform Services” shall mean the EX.CO Video Platform, including the EX.CO analytics platform, and any extensions, derivatives or any other part thereof (including any APIs, pixels, tags, cookies, iFrames, scripts or any other software components), all related features and products made available therein or in connection thereto, as well as all materials and content, including text, programming code, graphics, animations, themes, logos, brands, photographs, images, video, audio, in whatever format, provided by or made available by EX.CO to the Customer for the purpose of placing such content on Customer’s Assets during the Subscription Term.
“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 text, photos, images, animations, graphics, logos, designs, links, audio, music and video files, and Assets Content used in connection with Customer’s use of the Embedded Items, such as posts, comments or landing pages.
“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 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.
“Insertion Order” or “IO” 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) is harmful to EX.CO’s or any other party’s systems and networks, including Malicious Code, adware, spyware or drive-by download applications; (xi) violates any obligation of confidentiality; or (xii) 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) that permits EX.CO and/or its partners or service providers to collect Data in accordance with EX.CO’s Privacy Policy and these Terms.
“User” shall mean any individual visiting, interacting with or otherwise using the Platform, excluding the Customer.

3. Eligibility and Account Creation

You may use our Platform only if you can form a binding contract with EX.CO. 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).
You can use the Platform either individually, or on behalf of your employer or any other entity which you represent. 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. You may not impersonate any person or entity or misrepresent your affiliation with any person or entity.
By creating an EX.CO Account and registering to the Platform you become, either individually or on behalf of your employer or any entity on behalf of whom you created the account, an EX.CO customer (the “Customer“).
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 users are determined by the respective Service Plan (as defined below) governing such EX.CO Account, and the privileges of each such users are assigned and determined by the EX.CO Account administrator.
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.

4. License and Restrictions

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 Subscription Term (as defined below), and in accordance with your Service Plan and elected services or any Usage Limits (as defined below) , to do the following:
1. register an EX.CO Account on the Platform;
2. utilize the available formats on the Platform to create Embedded Items that will be displayed or embedded on Assets;
3. 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;
4. 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;
5. provide EX.CO with a pixel that will be included in the Embedded Items which will be served on the Assets. The pixel will enable the re-targeting of users that have engaged with the Embedded Items. Provided that Customer shall not use or enable the pixel to be used in such a way as to: (i) collect or link to any personal data (as this term is defined under applicable laws); (ii) compromise, impair or degrade the performance or security of the Platform and/or any third party’s device, software, websites and networks. Customer shall treat any information that it has collected and which is related to the above campaign in accordance with applicable laws and regulations, including any data protection laws and shall be fully liable to EX.CO for any claim of breach by or on behalf of Customer obligations in this respect.
Subject to these Terms, the Customer is hereby granted a revocable, limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable license to display the Embedded Items on the Assets (“Usage License”), and the Usage License shall survive the termination or expiration of these Terms, provided that: (i) the Usage License shall continue to be subject to sections ‎4, ‎9, ‎12, ‎15, ‎‎18, ‎22-‎26 of these Terms; (ii) 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; (iii) nothing herein shall be construed as limiting EX.CO’s right, at any time, to change, suspend or discontinue the Platform (or any part thereof), including the availability of any feature or Embedded Item, without notice or liability; (iv) EX.CO may terminate the Usage License of the Third Party Content and Services (as applicable) at any time and with immediate effect; and (v) EX.CO may terminate the Usage License with immediate effect in the event that Customer has breached any of the foregoing terms.
Customer may not, and may 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), 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.
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.

5. Term, Renewal and Fees

These Terms are in full force and effect, commencing upon the Effective Date for the term specified in Customer’s IO (“Subscription Term“), and in accordance with the respective terms and conditions specified within or otherwise applicable to such IO (“Service Plan“),.
Our IO may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form agreed upon by Customer and EX.CO, including via mail, email or any other electronic or physical delivery mechanism. Such IO will list, at least, the Service Plan, Subscription Term and Fees.
In consideration for the granting of license to use the Platform, Customer shall pay EX.CO the applicable fees per the purchased Service Plan, as set forth in the applicable IO (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, 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. EX.CO reserves the right to change the Fees at any time, upon notice to Customer and such change shall be effective upon renewal or as otherwise agreed upon by the parties. 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, and to make any inquiries that we may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Customer’s credit card company).
In order to ensure that Customer will not experience any interruption or loss of services, these Terms include an automatic renewal option by default, according to which, unless Customer disables the auto-renewal option or cancels its Service Plan prior to the end of the Subscription Term, the Agreement will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal to the greater of (i) a minimum of one (1) year or (ii) equal in time to the original Subscription Term (excluding extended periods) – and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or EX.CO terminates these Terms prior to their expiration, we will attempt to automatically charge Customer the applicable Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer must terminate these Terms at least sixty (60) days prior to their expiration, at any time through the EX.CO Account settings or by contacting us. Except as expressly set forth in these Terms, in case a Customer terminates these Terms during the Subscription Term, the Subscription Term will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the existing Subscription Term.
To the extent Customer utilizes EX.CO Demand and to the extent payment is due from EX.CO to Customer in this respect, Customer acknowledges that: (i) ex.co shall be entitled to offset any amount due to EX.CO from any amount due to Customer; (ii) such 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.

6. Billing and Refund

As applicable, and unless otherwise set under the Insertion Order, you will be charged for the Service Plan you’ve chosen.
Fees are billed (plus any applicable Taxes or other charges) in advance for the Subscription Term, as applicable.
If you cancel your Service Plan or your EX.CO Account, your cancellation takes effect on your next billing cycle. This means we won’t be able to refund you for any unused portion of your Service Plan.

7. Trial Service

We may grant a license to use a portion of our Platform, and subject to certain Usage Limits (as defined below), on a free, no-obligation trial version (“Trial Service”), until the earlier of (a) the end of the trial period for which you registered to use the Platform (as communicated to you, within the Platform or in an Order Form), or (b) the start date of any Service Plan ordered by you, or (c) termination by us in our sole discretion.
We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you.

8. Usage Limits

As applicable, both the Trial Service and the Service Plan are subject to certain usage limitations or limits (including, for example, the number of Embedded Items you can create, number of users you can generate, data and reports you can obtain etc.; collectively “Usage Limit(s)”).
The Usage Limits shall be as communicated to you, within the Platform or in an Order Form, and be solely measured or calculated by EX.CO.
The Customer hereby acknowledges that by exceeding a Usage Limit, EX.CO may work with it to seek to reduce its usage so that it conforms to that limit (but is under no obligation to do so). If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual Usage Limit, you will execute a corrective IO promptly upon our request, and pay any invoice for excess usage in accordance with the terms herein, the applicable EX.CO rates corresponding to your excess usage, and any other applicable costs incurred by EX.CO as a result of such excess usage.

9. Proprietary Rights

All Proprietary Rights, titles and interests in and to the Platform, including compilations, digital conversions, magnetic translations, software, designs, documentation and other materials related to the Platform 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 the Embedded Items) 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, Video Platform 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 data related to and collected through the use of Embedded Items (including through the use of tags, pixels, cookies, scripts or any other software components) shall be the sole property of Customer. Customer shall grant EX.CO an irrevocable, non-exclusive, worldwide, transferable, royalty-free, sub-licensable license to use the data for EX.CO legitimate business purposes (for example, without limitation, for reporting, fraud detection and similar purpose).
All rights not expressly granted to you in these Terms are reserved by EX.CO.

10. 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.

11. Copyright Policy

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, and, if available.
  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
3. 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.
12. 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.

13. Links or Access to Third Party Content; Third Party Services
1. 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.
2. 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“).
3. 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, Getty Content 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.
4. Without limiting any terms, conditions or requirements of any Licensed Material, the following shall also apply with respect to your use of Getty Content or YouTube 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. Getty Content: We may allow you access to images, graphics, stills, designs, text, audios, videos and other material which was licensed to EX.CO by Getty Images (“Getty Content”), in connection with the creation of Embedded Items. As a condition thereof, You must agree to abide by any requirements stipulated in the Getty Images Content License Agreement, and any additional terms or restrictions applicable to the use of Getty Content, as may be made available to you from time to time, including the Getty Images Premium Access Standard Terms and Conditions, currently available here (as may be amended from time to time). You are fully responsible and assume any and all liability in connection with your use and embedding of Getty Content and agree that your use of Getty Content may be subject to third party rights and additional license requirements (such as publicity or privacy rights). You acknowledge that nothing herein shall be construed as granting ownership or copyright in the Getty Content to you. EX.CO reserves the right, at any time and in its sole discretion, to restrict or block your access to or use of Getty Content, and to remove any Getty Content, including from EX.CO Content which was embedded on third party websites, social networking platforms or applications.
5. 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.
14. Grant of License
1. 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 revocable, non-exclusive, worldwide, transferable, royalty-free, sub-licensable license to: use, copy, store, publish, display, broadcast, make publicly available, exploit, link, distribute, reproduce, download, translate, abridge, amend, modify and adapt, create derivative works of 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 Platform to the Customer; including 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.
2. 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
3. Notwithstanding the foregoing, nothing herein shall restrict EX.CO, during and after the termination of the Subscription 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.
4. 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.
15. Representations

15.1. 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 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.
15.2. 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. The Customer Content does not violate these Terms or contain any Objectionable Content.
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 properly licensed to embed the Embedded Items and the Tag on the Asset, and the Customer is solely responsible to adopt any necessary measures to limit or restrict access to thereto, as required by applicable law and/or industry best practices, including with respect to the protection of minors or children.
5. 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.
6. Customer has obtained all rights (including intellectual property rights) and approvals, necessary to grant EX.CO and other Users the licenses provided herein in connection with the Customer Content, and that your use of the Customer Content doesn’t conflict with any permits or licenses you may have granted to others.
7. 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.
8. 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.
9. You understand that although we exercise reasonable efforts to preserve the materials stored on the Platform, you are solely responsible for creating back-ups of your Customer Content, and we shall not be responsible or liable in any way for the failure to preserve your Customer Content.
10. 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.
11. 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.
12. 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.
16. Advertisements
1. The Customer agrees that the Platform is ad-supported and therefore EX.CO may (but is not obligated to) deliver or include any Advertisements, within or adjacent to the Video Platform services on the Asset(s), for any promotional or marketing purposes.
2. The Customer further agrees not to upload any Customer Demand to the Platform, unless explicitly agreed upon by EX.CO by entering into a separate and valid Insertion Order or any other form of written agreement.
3. 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 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 waves any and all claims towards EX.CO with respect to the foregoing.
17. Data Protection
1. 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.
2. 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 similar legislation or regulation in other applicable jurisdictions; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act, as amended and supplemented, or any similar legislation in other jurisdiction; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes.
3. 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.
4. 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.
5. 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 an Insertion 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.
6. 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.
18. Customer Branded Content

In the event that EX.CO and the Customer have entered into a separate and valid Insertion Order or any other form of agreement, pursuant to which: (a) EX.CO shall create Embedded Items, whether on Customer’s behalf, or whether promoting a third party product, brand or sponsor (“Branded Item”); and/or (b) Customer may create Embedded Items promoting a third party product, brand or sponsor (collectively, “Branded Content”) – then in addition to the terms contained therein, the Customer represents 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.

19. Analytics and Reports
1. EX.CO may provide Customer (in certain Service Plans, according to the IO) 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“). You 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 an Insertion 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/or 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 Insertion 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 Insertion Order or applicable 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.
20. 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. 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.
2. 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.
21. Termination
1. 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 (“Termination for Convenience“) 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.
2. 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.
3. 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.
22. Indemnification
1. 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.
2. If anyone brings a claim against EX.CO or its subsidiaries, shareholders, directors, officers, employees, partners, or agents, related to your use of Platform, you 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.
3. 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 Subscription 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.
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 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.
23. 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 (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.
2. Save for claims arising out of gross negligence, willful misconduct, or breaches of confidentiality, i n 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.
24. Warranty Disclaimer
1. 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 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.
2. We do not control or direct Users’ 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).
3. 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.
4. 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.
5. 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.
25. Disputes
1. 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.
2. 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 able 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.
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 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.
26. Miscellaneous
1. 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.
2. Customer agrees that EX.CO may use the Customer’s name and logo 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, and for that purpose Customer hereby grants EX.CO an irrevocable, perpetual, worldwide license to use Customer’s name, logo, label or any other trademarks or symbols associated with the Customer.
3. We reserve the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose.
4. 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, an Insertion 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.
5. EX.CO’s subcontractors and third-party service providers are intended third party beneficiaries of these Terms and upon your acceptance of these Terms EX.CO’s subcontractors and third party service providers will have the right to enforce these Terms as related to the licenses granted herein against you as third party beneficiaries thereof.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.
13. We value hearing from our users and welcome your feedback. You may contact us anytime at the following email address: support@ex.co.