Terms & Conditions


  1. GENERAL

    1. These terms and conditions together with your Insertion Order (together – the

      Agreement“) shall govern the relationship between you and us. The

      terms of the Insertion Order shall supersede all contrary terms set forth in these

      terms and conditions, unless expressly set forth to the contrary.

    2. Where used in this Agreement, references to: (a) “you” and/or

      your” mean the advertiser agency and/or advertiser individual

      and/or affiliate and/or or entity who applied to use our platform and services, and

      (b) “we“, “our“, “us” means Anzu

      Limited and, as applicable, any of its directors, officers, shareholders, employees,

      advisors, contractors, subsidiaries and any of its affiliated corporate entities.

    3. You own advertisements (the “Advertisements” as defined below) and

      you wish for the Advertisements to be displayed in 3D applications (the

      Application“) which are owned and operated by publishers (the

      Publishers“), so that the Advertisements can be viewed by end

      users (“End Users“) who use and/or have access to the Application.

      You understand that the Advertisements which we will deliver on your behalf to the

      Publisher will be displayed in the Application for a limited amount of time.

    4. We will grant you access to our platform environment (the

      Platform“) on which you can submit Advertisements that you want to

      be displayed in the Application by the Publisher as part of your advertising

      campaigns, which we shall carry out for you based on available advertising space

      allotted to us by the Publisher (the “Service“). Moreover, we will

      provide you with the service of organizing, arranging and managing your advertising

      campaigns to be displayed in the Application as per an agreed-on budget and/or rates

      and payouts set out in the Insertion Order (the Service and the Ad Serving Solution,

      collectively, the “Anzu Services“).

    5. You represent and warrant that you have the power and authority to enter into this

      Agreement, and you agree to be bound by, the terms of this Agreement. If you do not

      agree to the terms of this Agreement, do not use the Anzu Services and/or any other

      service in accordance to the Agreement.



  2. DEFINITIONS AND INTERPRETATION

    In this Agreement, references to the following words shall have the meanings set out

    below:



    1. Account Manager” means the Anzu representatives who are in charge

      of managing the Anzu Services directly for you.

    2. Ad Serving Fee” means the fee that we charge you for serving

      Advertisements with respect to the Anzu Services.

    3. Advertisements” means, but is not limited to, advertisements,

      content, promotions, content management, multimedia images, graphics, text, data and

      advertising materials and/or any other media and/or any other marketing materials

      displayed in the Application.

    4. CPA” (cost per action) means a type of advertising campaign model

      based on actions by the End Users.

    5. CPC” (cost per click) means a type of advertising campaign model

      based on click interaction with End Users.

    6. CPM” (cost per thousand impressions) means a type of advertising

      campaign model based on impression count.

    7. CPS” (cost per session) means a type of advertising campaign model

      by which the Advertisement will appear in the Application for the entire session.

    8. Fixed Rate” means a type of static advertising campaign model

      based on a fixed amount and limited time.



  3. THE ADVERTISEMENTS

    1. You hereby grant to us a non-exclusive, worldwide, royalty-free license to access,

      display and otherwise use the Advertisements in accordance with the provisions of

      the Agreement.

    2. We will deliver the Advertisements for the advertising campaigns on your behalf to

      the Publisher in order for them to be displayed in the Application in accordance

      with the Insertion Order.  You will specify the information necessary for us to

      deliver the advertising campaigns to the Publisher, and if any information may

      change you will notify us of such in writing.  We do not control, endorse or

      adopt any Advertisements, nor will we be responsible or liable in any manner for any

      Advertisement, advertising campaigns and/or for the Application and we undertake no

      responsibility to update or review any of these.

    3. You acknowledge that the Advertisements will at all times be subject to the

      Publisher’s own terms and conditions regarding the Application and advertising space

      allotted to us (in addition to this Agreement), which could be different than the

      provisions set out in the Agreement.

    4. We will provide you with reasonable technical support for the Anzu Services,

      however, you acknowledge that we will not be held responsible or liable at any time

      for any failures of the Application including, but not limited to, any failures

      and/or errors in the display of Advertisements.

    5. We shall use our best efforts to act in accordance with the instructions set out in

      the Insertion Order, provided, however, that: (i) all instructions that appear in

      the Insertion Order or that are delivered to us otherwise in writing will be

      considered only as requests until we provide you with a written approval of such

      instructions; and (ii) we may refuse to carry out the instructions at our sole

      discretion, whether or not the reasons were previously acknowledged or accepted by

      us. For the avoidance of doubt, under no circumstances will we be held responsible

      and/or liable for any deviation from the Insertion Order in the event the Publisher

      chooses differently.

    6. You understand that we have no control over and make no representations with regards

      to: (i) any final actions, omissions and/or decisions that the Publisher makes with

      respect to the Advertisements being displayed in the Application; (ii) the quality

      of the Application display; and (iii) any third party advertisements being displayed

      alongside the Advertisements and/or displayed instead of the Advertisements. You

      will hold us harmless and indemnify us against any claims raised by you and/or any

      third party in relation to any such display of Advertisements in the Application.

    7. You will have the ability to measure, track and analyze the performance of your

      campaigns and advertising activities based on the collected advertising campaign

      data with our tracking technology and analytics solution, and to build and export

      reports via our reporting services and/or with the help of an Account Manager.

    8. You understand that any and all actions taken by an Account Manager in respect of

      the Advertisements will be as per your written instructions in the Insertion Order

      and/or later on in writing and confirmed by us. Under no circumstances will we be

      held liable in any event of any claims raised by Publishers and/or End Users and/or

      third parties regarding your advertising campaigns, Advertisements or any part

      thereof.

    9. You acknowledge that we may approach you at any time in writing for the purpose of

      making adjustments and/or replacements in the Insertion Order in relation to the

      displayed Advertisements and/or advertising campaigns and we reserve the right to

      make changes to the Anzu Services by providing you with prior written notice.



  4. TERMS & CONDITIONS

    1. You will be solely liable for the Advertisements and acknowledge that you will

      remain responsible and liable toward us with regard to anything submitted via the

      Platform and/or used for the Anzu Services. You will indemnify and hold us harmless

      in the event of any raised claims by the Publisher and/or the End Users and/or any

      third parties in relation to the Advertisements, including but not limited to, their

      accuracy and/or their infringing of any third party’s intellectual property rights.

    2. All interactions and commitments that you may have with any party in connection with

      the Advertisements must be professional, proper and lawful under applicable

      legislation, rules, regulations or laws (including any laws relating to the content

      and nature of any advertising or marketing) and otherwise comply with the terms of

      this Agreement.

    3. You will protect the Platform from third party access and will keep safe and

      confidential any relevant usernames or passwords associated therewith against any

      unauthorized access and use; you will take full responsibility for any authorized or

      unauthorized third party access and/or use of the Platform and/or Anzu Services.

    4. Without derogating from Section 4.3, you may grant access to the Platform and/or

      Anzu Services to third parties on your behalf, provided, however, that you shall:

      (i) require that such third parties agree to be bound by the terms of this

      Agreement; (ii) ensure that such third parties comply fully with all provisions of

      this Agreement, and (iii) be fully responsible and liable for the acts and omissions

      of such third parties.

    5. You represent and warrant to us that: (i) you are the owner of the Advertisements or

      legally authorized to act on behalf of the owner of the Advertisements and have all

      necessary right, power and authority to enter into this Agreement and to transfer to

      us the license and rights granted herein; (ii) your performance under this Agreement

      will not violate any agreement or obligation between you and any third party or any

      applicable law, ordinance or regulation or cause us to be in violation of any

      agreement or obligation with any third party or any applicable law, ordinance or

      regulation; (iii) all Advertisements and any material displayed therein: (a) comply

      with all applicable laws, statutes, ordinances and regulations; (b) do not breach

      and have not breached any duty toward or rights of any person or entity including,

      without limitation, rights of intellectual property or privacy; (c) are free from

      viruses, malware, or other harmful component and any other contaminants of any

      nature whatsoever; (iv) the Advertisements provided by you do not violate any

      applicable third party policies, including but not limited to, third party platform

      policies;  and (v) if applicable, any technology behind the Advertisements

      provided via the Platform and/or Anzu Services does not collect any data beyond what

      is expressly agreed to by us under this Agreement.

    6. You will not, and will not allow any third party to: (i) directly or indirectly

      access, launch or activate Platform and/or Anzu Services or any other technology,

      content, software, materials and/or documentation belonging to us, or otherwise

      incorporate any of these in any software, application, site or other means other

      than under this Agreement during the Term; (ii) copy, distribute, rent, sell, lease,

      lend, sublicense, transfer any of the Platform and/or Anzu Services or make any of

      these available to any third party except as expressly set forth and in accordance

      with this Agreement; (iii) decompile, reverse engineer, or disassemble the Platform

      and/or Anzu Services; (iv) create or attempt to create a substitute or similar

      service or product or derivative works based on the Platform and/or Anzu Services;

      (v) modify, remove, or obscure any proprietary notices or anything of similar nature

      that appear on the Platform and/or via the Anzu Services during the use and

      operation thereof; or (vii) use or modify any feature or functionality of the

      Platform and/or Anzu Services in order to collect personally identifiable

      information of any third parties.

    7. You understand that misrepresenting ownership and fraudulent claiming of any of the

      Platform and/or Anzu Services is strictly prohibited and, without limiting any other

      rights or remedies available to us, may result in a permanent ban from using the

      Platform and/or Anzu Services or terminating the Agreement altogether.

    8. Without derogating from the above, we do not grant you the right to use the Platform

      and/or Anzu Services in respect to any Advertisement and/or advertising campaign

      that:

    9. Contains any content of any nature whatsoever that is libelous, discriminatory,

      obscene, unlawful, illegal, sexually explicit, pornographic or violent or that is,

      in our sole discretion, otherwise unsuitable;

    10. As their direct or indirect objective, or as a direct or indirect objective of any

      third party, advertises, or targets the marketing of the Advertisements to any

      persons who are who are under the age of legal consent as may apply in the

      jurisdiction that you are targeting with regard to the content of each Advertisement

      and/or advertising campaign, respectively);

    11. Infringes ours and/or any third party’s intellectual property rights, including but

      not limited to, illegal streaming and/or downloading; copies or resembles our and/or

      any third party’s property in whole or in part; or disparages us and/or any third

      party or otherwise damages our and/or any third party’s goodwill or reputation in

      any way;

    12. Uses, runs and/or includes any spiders, robots, virus, Trojan horse or any other

      kind of malware, spyware or any other malicious code or code that may be used to

      circumvent any of our security measure; or

    13. Violate the terms of use and any applicable policies of any third parties.

    14. If we determine, in our sole discretion, that you have engaged in any of the

      activities that contravene the provisions of Section 4, we may (without limiting any

      other rights or remedies available to us) terminate this Agreement immediately with

      prior notice.

    15. We have the right, but not the obligation, to pre-screen, review and monitor any

      and/or all Advertisements and may remove or block any if we reasonably determine

      that such action is appropriate to prevent errors or any other harm to the Platform

      and/or Anzu Services, or if we believe the Advertisements may violate any of our

      policies, and/or in order to avoid or limit any of our liability.

    16. You shall not change the nature of the Advertisements (and/or any other marketing

      materials) in any way not in accordance with the terms of the Agreement and/or the

      Insertion Order.

    17. You shall only use the Platform and Anzu Services in accordance with the terms of

      this Agreement, any guidelines we provide from time to time and any applicable laws,

      legislation, rules and regulations. Without derogating from the provisions of this

      Section 4.12, if you make any amendment, addition, modification and/or derivative

      work in respect of the Platform and/or Anzu Services, any such modification,

      addition, amendment and/or derivative work will be solely owned by us and you will

      have no right or title in such modification, addition, amendment and/or derivative

      work in any way whatsoever.

    18. We own all intellectual property rights in and to the Platform and Anzu Services and

      you shall not gain any ownership or any other right in any of these and/or anything

      in relation thereto.

    19. You will comply with any third party terms, policies, or guidelines applicable to

      the development and distribution of the Advertisements, including, without

      limitation, any third-party terms and conditions applicable to the Advertisements or

      any operating system supported by us now or in the future, and will not cause us to

      be in violation of any such third party terms.

    20. You may submit questions, comments, suggestions, ideas, plans, notes, drawings,

      original or creative materials or other information to us, about the Platform and/or

      the Anzu Services (collectively, “Suggestions“).   You

      understand that any Suggestions submitted to us via the Platform and/or the Anzu

      Services and/or by email and/or any other way of communication shall be

      non-confidential and shall become our sole property. We shall own exclusive

      rights, including all intellectual property rights, and shall be entitled to the

      unrestricted use and dissemination of any Suggestions for any purpose, commercial or

      otherwise, without any acknowledgment and/or compensation to you.

    21. In addition to the Agreement, please review our Privacy Policy as well as other

      rules, policies and terms and conditions relating to the Agreement posted on our

      website https://anzu.io/ and/or via the Platform and/or the Anzu Services, which are

      incorporated herein by reference, together with such other policies of which we may

      notify you about from time to time.`

    22. You undertake not to have any direct contact with any of our Publishers and

      understand that in the event we suspect that you are communicating with a Publisher

      we shall terminate all advertising campaigns in connection thereto and/or terminate

      the Agreement with you.



  5. REPORTS & PAYMENTS

    1. We will specify the pre-payment consideration (the “Consideration“)

      that is due and payable by you to us prior to the launch of each advertising

      campaign in the Insertion Order, which shall be paid to us in advance in order to

      commence the advertising campaigns.

    2. We will provide you with reports concerning the Consideration’s calculations and

      such form, content and frequency of the reports shall be agreed on in the Insertion

      Order. The reporting system shall be based solely on our system’s data (unless

      otherwise specified in the Insertion Order), in accordance with the payment plan and

      rates as outlined in the Insertion Order; such calculations will be considered true

      and correct unless proven incorrect by written evidence.

    3. In order to make payments in connection with the Agreement, we may use a third party

      payment processor (“Payment Processor“) to link

      the payment information that you provide, including your address, tax and bank

      account information, via the Insertion Order. The processing of the Consideration

      payments will be subject to the terms, conditions and privacy policies of the

      Payment Processor, and/or your bank (in addition to our Privacy Policy).

    4. The Consideration is exclusive of any taxes, levies and/or charges (including, but

      not limited to, VAT) and is to be received net of taxes, levies and/or charges

      (including, but not limited to, VAT). In any case in which any taxes, levies and/or

      charges (including, but not limited to, VAT) are levied on the Consideration

      (including, but not limited to, by way of withholding), you will pay us an

      additional amount to fully compensate us for such taxes, levies and/or charges

      (including, but not limited to, VAT) so as we will receive the Consideration in

      full, unless specified otherwise in the Insertion Order.



  6. TERM AND TERMINATION

    1. This Agreement will enter into force and terminate in accordance with the provisions

      of the Insertion Order; where the Insertion Order does not include provisions to

      this effect, the Agreement will enter into force upon the execution of the Insertion

      Order by you, and may be terminated without cause by providing a 30 (thirty) day

      prior written notice to the other party. Without derogating from the aforementioned,

      it is understood that your payment obligations in Section 5 shall survive

      termination of the Agreement and keep their force until fully transferred to us. In

      the event that either party is in breach of the Agreement and fails to take actions

      to rectify any such breach, the other party may terminate Agreement by providing a

      72 (seventy two) hour prior written notice to the other party. Without derogating

      from the aforementioned, we reserve the right to suspend your use of the Platform

      and/or Anzu Services, if we suspect any fraudulent activity done by you and/or

      anyone on your behalf, until an internal Anzu investigation is concluded regarding

      this matter.

    2. The following will apply upon termination of this Agreement: (a) we shall cease

      providing you the Platform, Anzu Services and any other additional services in

      relation thereto granted to you in this Agreement; (b) you shall destroy any and all

      copies of the Platform and/or Anzu Services in your and/or anyone on your behalf’s

      possession or control; (c) you shall return all Confidential Information to us; and

      (d) you shall pay us any outstanding Consideration within 7 (seven) days of

      termination.

    3. Upon termination, the provisions of this Agreement shall cease to have effect, save

      for the following provisions of this Agreement which shall survive and continue to

      have effect, in accordance with their express terms or otherwise indefinitely:

      Sections 3.6, 4 (Terms and Conditions), 5 (Reports and Payments), 6 (Term and

      Termination), 7 (Risk Disclaimer), 8 (Limitation of Liability and Indemnification),

      9 (Confidential Information), 10 (Force Majeure) and 11 (Miscellaneous).



  7. RISK DISCLAIMER

    1. We are not responsible for the conduct, whether online or offline, of any Publisher,

      End User or third party, nor will be responsible for any problems or technical

      malfunction of any telephone network or lines, computer online systems, the

      Application, servers or providers, computer equipment, software or failure of email,

      including injury or damage to your computer, device, software, system, server or

      program related to or resulting from the Platform and/or Anzu Services. Under no

      circumstances will we be responsible for any loss or damage resulting from anyone’s

      use or inability to use the Platform and/or Anzu Services.

    2. You acknowledge and agree that we have no control over and are merely a passive

      conduit with respect to the Application and/or Advertisements and/or content that

      may be submitted to any Publisher. You are solely responsible and assume all

      liability and risk for determining whether or not any of your Advertisements and/or

      advertising campaigns is appropriate or acceptable.



  8. LIMITATION OF LIABILITY AND INDEMNIFICATION

    1. We make no warranties or representations (whether expressed or implied by law,

      statute or otherwise) with respect to the Platform and/or Anzu Services and/or

      anything thereof affecting you or any third parties, or any content, products or

      services available therein or related thereto or that our system, network, services,

      software or hardware (or any of which are provided to us by third parties) will be

      error-free or uninterrupted or with respect to the quality, merchantability, fitness

      for particular purpose, non-infringement or suitability of all or any of the

      Platform and/or Anzu Services. All warranties, representations and implied terms and

      conditions are hereby excluded to the fullest extent permitted by law.

    2. Our obligations under this Agreement do not constitute personal obligations of any

      of our owners, directors, officers, shareholders, agents, employees, vendors,

      advisors or suppliers. In no event will we be liable for any direct, indirect,

      special, incidental, consequential or punitive loss, injury or damage of any kind

      (regardless of whether we have been advised of the possibility of such loss)

      including, but not limited to, any loss of business, revenue, profits and/or data.

      Our liability arising under this Agreement, whether in contract, tort (including

      negligence) or for breach of statutory duty or in any other way shall not exceed the

      Consideration actually received over the previous three months at the time that the

      event giving rise to the liability arises. In no event will we be liable to you as a

      result of any action or inaction of any third party with regard to the Platform

      and/or Anzu Services and/or any other provisions in the Agreement, including but not

      limited to, the Publisher and/or End Users.

    3. You shall defend, indemnify and hold us harmless from and against any and all

      claims, demands, liabilities, losses, damages, costs and expenses (including legal

      fees) resulting or arising from your breach of this Agreement and/or your use of the

      Platform and/or Anzu Services, and any claims regarding the Advertisements and/or

      advertising campaigns. Without prejudice to any other rights or remedies available

      to us under this Agreement or otherwise, we shall be entitled to set off any

      applicable payments otherwise payable by us to you hereunder, against any liability

      of you to us, including (but not limited to) any claims we have against you

      resulting from or arising from, your breach of this Agreement and/or your use of the

      Platform and/or Anzu Services.



  9. CONFIDENTIAL INFORMATION

    1. Each party shall keep confidential and shall not disclose to any third party any and

      all proprietary information or confidential information disclosed to it by the

      disclosing party, and/or relating to the business, processes, practices, products,

      customers, accounts, finance or contractual arrangements or trade secrets of the

      disclosing party and any information concerning the Platform and/or Anzu Services,

      or the substance of any report, recommendations, advice, test disclosed in relation

      to the aforementioned (“Confidential

      Information“), and shall use such Confidential Information solely

      for the performance of its obligations under this Agreement. If either party becomes

      aware of any breach of confidence by any of its employees, agents, or

      sub-contractors it shall promptly notify the other party and give the other party

      all reasonable assistance in connection with any proceedings, which the other may

      institute against any such persons. The parties further agree to keep confidential

      and not to disclose to any third party, any of the terms and conditions in this

      Agreement.

    2. The obligations in Section 9.1 shall not apply to Confidential Information already

      known to either party prior to disclosure by the other party of Confidential

      Information to it, to information that is in the public domain or which becomes part

      of the public domain through no fault of the receiving party, or to any information

      that is required to be disclosed by law. Either party may disclose Confidential

      Information that has been approved in advance in writing by the other party for

      disclosure.

    3. No press release in respect of the execution of this Agreement or any matters

      arising therefrom may be released by either party in respect of this Agreement

      without the express written approval of the other party, save that each shall be

      entitled to make reasonable references to the other party and to the provisions of

      the Agreement in their own corporate literature in connection with the promotion of

      that party’s business.



  10. FORCE MAJEURE

    1. If either party is prevented or delayed in the performance of any of its obligations

      under this Agreement by Force Majeure, that party shall:



      1. Promptly serve notice in writing on the other party specifying the nature

        and extent of the circumstances giving rise to Force Majeure and the

        measures it is taking to remedy and/or mitigate the effects;

      2. Use all reasonable endeavors without being obliged to incur any expenditure

        to mitigate the effects of Force Majeure and/or bring the Force Majeure

        event to a close, or to find a solution by which the Agreement may be

        performed despite the continuation of the Force Majeure event;

      3. Have no liability in respect of the performance of such of its obligations

        as are prevented by the Force Majeure events during the continuation of such

        events, and;

      4. For such time after the affected party ceases to perform its obligations as

        is necessary for that party, use its reasonable endeavors to recommence its

        affected operations in order for it to perform its obligations.



    2. For the purposes of this Agreement “Force Majeure

      means any cause beyond the reasonable control of the parties including, without

      limitation, any of the following:



      1. Act of God;

      2. War, insurrection, riot, civil disturbance, acts or attempted acts of

        terrorism;

      3. Fire, explosion, flood, storm;

      4. Theft or malicious damage;

      5. Strike, lock-out, or other industrial dispute (whether involving the

        workforce of the party so prevented or any other party), third party

        injunction;

      6. National defense requirements, acts or regulations of national or local

        governments; or

      7. Inability to obtain essential power, raw materials, labor, malfunction of

        machinery or apparatus.





  11. MISCELLANEOUS

    1. Any notice or other document to be given under this Agreement shall be in writing

      and shall be deemed to have been duly given if delivered by hand or sent by recorded

      delivery to the other party, in accordance with the information provided in the

      Insertion Order. Any notice sent by email shall be deemed received on the earlier of

      an acknowledgement being received or 72 (seventy two) hours from the time of

      transmission, unless otherwise specified in the Insertion Order.

    2. There is no relationship of exclusivity, partnership, joint venture, employment,

      agency or franchise between you and us under this Agreement. Neither Party has the

      authority to bind the other (including the making of any representation or warranty,

      the assumption of any obligation or liability and/or the exercise of any right or

      power), except as expressly provided in this Agreement.

    3. You understand that we may at any time (directly or indirectly) enter into similar

      agreements to the Agreement with others on the same or different terms as those

      provided to you in this Agreement and that such terms may be similar, and even

      competitive, to you.

    4. Except where you have received our prior written consent, you may not assign at law

      or in equity (including by way of a charge or declaration of trust), sub-license or

      deal in any other manner with this Agreement or any rights under this Agreement, or

      sub-contract any or all of your obligations under this Agreement, or purport to do

      any of the same. Any purported assignment in breach of this clause shall confer no

      rights on the purported assignee.

    5. This Agreement shall be governed by and construed in accordance with the laws of

      Israel without giving effect to conflicts of law principles. You irrevocably agree

      to submit, for the benefit of us, to the exclusive jurisdiction of the courts of

      Tel-Aviv for the settlement of any claim, dispute or matter arising out of or

      concerning this Agreement or its enforceability and you waive any objection to

      proceedings in such courts on the grounds of venue or on the grounds that

      proceedings have been brought in an inconvenient forum.

    6. Whenever possible, each provision of this Agreement will be interpreted in such a

      manner as to be effective and valid under applicable law but, if any provision of

      this Agreement is held to be invalid, illegal or unenforceable in any respect, such

      provision will be ineffective only to the extent of such invalidity, or

      unenforceability, without invalidating the remainder of this Agreement or any other

      provision hereof.

    7. This Agreement embodies the complete agreement and understanding of the parties

      hereto with respect to the subject matter hereof and supersedes any prior agreement

      or understanding between the parties in relation to such subject matter. Each of the

      parties acknowledges and agrees that in entering into this Agreement, it has not

      relied on any statement, representation, guarantee warranty, understanding,

      undertaking, promise or assurance (whether negligently or innocently made) of any

      person (whether party to this Agreement or not) other than as expressly set out in

      the Agreement. Each party irrevocably and unconditionally waives all claims, rights

      and remedies which but for this clause it might otherwise have had in relation to

      any of the foregoing.

    8. A person who is not a party to this Agreement has no right to rely upon or enforce

      any term of this Agreement.




Last updated: January 15th, 2018




  1. GENERAL





  1. These terms and conditions (these “Terms“) shall govern the relationship between you and

    us.
     These Terms should be read carefully by you in their

    entirety prior to your use of the Anzu services as set out in these Terms. Please note

    that these Terms constitute a legally binding agreement between you and us. If you do

    not agree to be bound by any of these Terms, do not use any of Anzu’s services as set

    out in these Terms.

  2. Where used in these Terms, references to: (a) “you and/or

    your” mean the publisher agency and/or

    publisher individual and/or affiliate and/or entity who applied to use our SDK, license

    and services, and (b) “
    we“,

    our“, “us” means Anzu Limited and, as applicable, any of

    its directors, officers, shareholders, employees, advisors, contractors, subsidiaries

    and affiliated corporate entities.

  3. You are a developer and/or owner and/or operator of

    application(s) (the “
    Application) and desire your ad placement inventory (the

    Placement Inventory“) to be made

    available to Advertisers who want their Advertisements to appear in the Application in

    order to be displayed to end users (the “
    End Users) who use and/or have access to the Application.

  4. We will grant you a license to use our proprietary software

    development kit (SDK) and any updates and/or new or alternative versions thereof (the

    SDK), which,

    after being embedded into the Application, will allow you access to our platform

    environment (the “
    Platform) (the SDK and the Platform, collectively, shall be referred to as the

    Software) to

    make your Placement Inventory available to the Advertisers via the Anzu marketplace (the

    “Marketplace) in

    order for the Advertisements to be displayed to End Users.

  5. In addition, we will provide you with the services of

    organizing, arranging and managing the advertising campaigns including internal

    advertising activities and content management, to be displayed by you in the Application

    via our ad serving solution (the “
    Ad Serving

    Solution
    ).

  6. You represent and warrant that you have the power and

    authority to enter into these Terms and you agree to be legally bound by these Terms. If

    you do not agree to these Terms, do not use the Software, Marketplace, License, Ad

    Serving Solution and/or any other services in accordance to these Terms.




  1. DEFINITIONS AND INTERPRETATION




In these Terms, references to the following words shall have the

meanings set out below:



  1. Account Manager(s) means the Anzu representatives who are in

    charge of managing the advertising campaign performance and Ad Serving Solution.

  2. Ad Serving Fee means the fee that we charge you for

    serving Advertisements with respect to the Ad Serving Solution. 

  3. Advertisements” means, but is not limited to, advertisements, internal content,

    promotions, content management, multimedia images, graphics, text, data and advertising

    materials and/or any other media and/or any other marketing materials displayed in the

    Application.

  4. Advertiser means, but is not limited to: (i) a third

    party advertiser, such as a direct brand, agency, ad exchange; or (ii) you acting as an

    internal advertiser.

  5. Anzu Network means the partner networks that we work

    with.

  6. CPA (cost per action) means a type of advertising

    campaign model based on actions by the End Users.
     

  7. “CPC” (cost per click) means a

    type of advertising campaign model based on click interaction with the End Users.


  8. CPM (cost per thousand impressions) means a

    type of advertising campaign model based on impression count.

  9. CPS (cost per session) means a type of

    advertising campaign model by which the Advertisement will appear in the Application for

    the entire session.

  10. Fixed Rate means a type of static advertising campaign model based on a fixed

    amount and limited time.

  11. License means the license that we grant you to use the

    Software,
    Marketplace and/or Ad Serving Solution, in accordance with these Terms.

  12. Publisher Account means the account opened by you via the website https://anzu.io prior to granting you access to the Software, Marketplace and/or Ad

    Serving Solution.

  13. Self-Service means your ability to set up and manage

    campaigns independently in the Application using the Marketplace or the Ad Serving

    Solution




  1. THE LICENSE





  1. You hereby request that we provide you with the right to use

    the Software, Marketplace and Ad Serving Solution in connection with the Application,

    and we hereby provide you with a limited, non-exclusive, revocable, non-sub-licensable,

    non-transferable License to use the Software, Marketplace and Ad Serving Solution in

    connection with the Application, subject to these Terms. We will make the Software

    available for you to make the required integration with the Application and you will

    promptly integrate the Software into the Application and maintain, including updating as

    soon as commercially available, the then-current version of any required software as per

    our instructions in a manner that complies with the technical and implementation

    requirements; in addition, you will comply with any of our protocols and any other

    instructions contained in any documentation. You agree to provide us with a detailed

    report in the event that you encounter any errors and/or technical difficulties during

    the integration process, which we shall examine in order to decide in our sole

    discretion how to proceed.

  2. We will not be held responsible for any failure to support

    and/or facilitate any integration between the Application and Software and you shall

    bear all responsibility in checking your systems and/or internal software and/or

    configuration, provided that the Software was integrated in accordance with our

    guidelines and complies with our integration specifications. Moreover, we will notify

    you of any version updates available for the SDK which you will be required to promptly

    update in accordance with our instructions; for the avoidance of doubt, we will not be

    held liable for any failure on your part to update to the latest version after we notify

    you as such.

  3. We shall use our best efforts to act in accordance with

    additional written instructions  by the Publisher,
     provided, however, that: (i) any

    instructions that are delivered to us in writing will be considered only as requests

    until we provide you with a written approval of such instructions, and (ii) we may

    refuse to provide the use of the License and/or the Software and/or Marketplace and/or

    Ad Serving Solution at our sole discretion, whether or not the reasons were previously

    acknowledged or accepted by us.

  4. You will not, and will not allow any third party to:

    (i) directly or indirectly access, launch

    or activate any of the Software,
    Marketplace and/or Ad Serving

    Solution
     , any protocols or any other technology,

    content, software, materials and/or documentation belonging to us, through or from, or

    otherwise incorporate any of these in, any software, application, website or other

    means, other than via the Software,
    Marketplace and/or Ad

    Serving Solution
    , as permitted under these Terms during the

    Term; (ii) copy, distribute, rent, sell, lease, lend, sublicense, transfer any of the

    Software,
    Marketplace and/or Ad Serving Solution and/or right to use the License or make any of these available to

    any third party except as expressly set forth and in accordance with these

    Terms;
     (iii) decompile, reverse

    engineer, or disassemble the Software,
    Marketplace and/or Ad

    Serving Solution
    ; (iv) create derivative works based on the Software, Marketplace and/or Ad Serving Solution and/or

    create any product or service competitive with Anzu; (v)
     modify, remove, or obscure any proprietary

    notices or anything of similar nature that appear on or during the use and operation of

    the License and/or Software and/or
    Marketplace and/or Ad Serving

    Solution
     and/or Publisher Account; (vi) create or attempt to create a substitute or

    similar service or product to that of the Software,
    Marketplace

    and/or Ad Serving Solution
     or proprietary information

    related thereto; or (vii)
     use or

    modify any feature or functionality of the Software,
    Marketplace

    and/or Ad Serving Solution
     in order to, inter alia,

    collect personally identifiable information of any third party.




  1. SELF-SERVICE





  1. Once the integration between the Application and the Software is

    completed, you may use the Software in order to handle your campaigns.
     You agree that you remain responsible

    for any and all actions and/or omissions taken by you with respect to the use of the

    Software, Marketplace and/or Ad Serving Solution in connection with the Self-Service

    option and/or for all Advertisements that you place in the Application and/or all

    interactions, communications, agreements and obligations that you may have toward any

    third party in this regard. You undertake to indemnify and hold us harmless in the event

    of any raised claims by any third parties in respect of any acts and/or omissions

    relating to any Self-Service campaigns.

  2. You will have the ability to measure, track and analyze the

    performance of your campaigns and advertising activities based on the collected

    advertising campaign data with our tracking technology and analytics solution, and to

    build and export reports via our reporting services.

  3. You can request that the Account Managers partake in your

    campaign setup or management throughout the campaign period. Under no circumstances will

    we be held liable in any event of any claims raised by third parties regarding your

    advertising campaigns or any part thereof.

  4. We reserve the right to make changes and/or adjustments to

    these Terms and/or Software, Marketplace or Ad Serving Solution at any time without

    prior written notice. You understand that this may consequently remove any advertising

    campaigns from the Platform.

  5. Any request to change any details and/or information in these

    Terms shall be submitted in writing to us. We shall review such request and decide, in

    our sole discretion, within 10 (ten) business days after having received the said

    written request, whether to agree to such change or not.
     




  1. TERMS & CONDITIONS





  1. You will be solely liable for the Application and decisions

    relating to the Placement Inventory, End Users and/or additional third parties,

    including the handling of all inquiries and/or claims submitted by any of the

    aforementioned and/or all additional engagements, commitments and interactions that you

    have with any party. All interactions and commitments that you may have with any party

    must be professional, proper and lawful under applicable legislation, rules, regulations

    and laws (including any laws relating to the content and nature of publishing or

    marketing) and otherwise comply with these Terms.

  2. You will protect the Publisher Account and Software from

    third party access and will keep safe and confidential any usernames or passwords

    associated therewith against any unauthorized access and use; you will take full

    responsibility for any authorized or unauthorized third party access and/or use of the

    License, Publisher Account, Software,
    Marketplace and/or Ad

    Serving Solution. You will ensure that all information in the Publisher Account,

    including but not limited to, your full name and contact address is up-to-date, complete

    and accurate.

  3. Without derogating from Section 5.2,

    you may grant access to the Publisher Account and/or Software

    to third parties solely in order to allow such third parties to access and manage the

    Publisher Account and/or Software and/or Ad Serving Solution on your behalf; provided,

    however, that you shall: (i) require that such third parties agree to be bound by these

    Terms, (ii) ensure that such third parties comply fully with all provisions of these

    Terms, and (iii) be fully responsible and liable for the acts and omissions of such

    third parties. You agree that to the extent you create a new account, it must be

    pre-approved by us and registered to you; if not pre-approved or registered with the

    same entity or name, we may suspend or close the account at our sole discretion.

  4. You understand that misrepresenting ownership and fraudulent

    claiming of any part of the License, Software,
    Marketplace

    and/or Ad Serving Solution
     is strictly prohibited and,

    without limiting any other rights or remedies available to

    us
    , may result in a permanent ban from using the License

    and/or Software and/or
    Marketplace and/or Ad Serving

    Solution
    , or terminating these Terms altogether, and in any case it is understood that the Consideration shall be withheld

    if such situations arise
    .

  5. Without derogating from the above, we do not grant you the

    right to use the License and/or Software and/or Marketplace and/or Ad Serving Solution

    for the Application in respect to any advertising campaign that:



  1. Contains any content or element of any nature whatsoever

    that is libelous, discriminatory, obscene, unlawful, illegal, or that is, in our sole

    discretion, otherwise unsuitable;

  2. As their direct or indirect objective, or as a direct or

    indirect objective of any third party, advertises on the Application or targets the

    marketing of the Advertisements to any persons who are under the age of legal consent as

    may apply in the jurisdiction that you are targeting with regard to the content of each

    advertising campaign, respectively;

  3. Infringes our and/or any third party’s intellectual property

    rights, including but not limited to, illegal streaming and/or downloading; copies or

    resembles our and/or any third party’s property in whole or in part; or, disparages us

    and/or any third party or otherwise damages our and/or any third party’s goodwill or

    reputation in any way;

  4. Uses, runs and/or includes any spiders, robots, virus,

    Trojan horse or any other kind of malware, spyware or any other malicious code or code

    that may be used to circumvent any of our security measure; or

  5. Violates the terms of use and any applicable policies of any

    search engines.



  1. If we determine in our sole discretion that you have engaged

    in any of the activities that contravene the provisions of Section 5, we may (without

    limiting any other rights or remedies available to us) terminate these Terms immediately

    with or without notice.

  2. You shall not modify the Software, Publisher Account,

    Marketplace and/or Ad Serving Solution in any way without our prior written consent; you

    shall inform us in writing of any changes you plan to make with the Placement Inventory

    if it affects an ongoing advertising campaign and/or future one; you shall only use the

    License, Software, Marketplace and/or Ad Serving Solution in accordance with these

    Terms, and any protocols or guidelines that we provide from time to time, applicable

    laws, legislation, rules and regulations. Without derogating from the provisions of this

    Section 5.7, if you make any amendment, addition, modification and/or derivative work in

    respect of the License, Software, Publisher Account, Marketplace and/or Ad Serving

    Solution, any such modification, addition, amendment and/or derivative work will be

    solely owned by us and you will have no right or title in such modification, addition,

    amendment and/or derivative work in any way whatsoever.

  3. We own all intellectual property rights in and to the

    License, Software, Publisher Account, Marketplace and Ad Serving Solution, and you shall

    not gain any ownership right, property right or any other right in any of these and/or

    anything in relation thereto.

  4. You shall not authorize or encourage any third party to

    generate fraudulent impressions of or fraudulent clicks on any Advertisement, including

    but not limited to, through repeated manual clicks, the use of robots or other automated

    query tools and/or computer generated search requests, and/or the fraudulent use of

    other search engine optimization services and/or software.

  5. We have the right, but not the obligation, to pre-screen,

    review and monitor any and/or all Advertisements, however
    you

    understand that we do not control or endorse and we make no representation or warranties

    of any kind regarding the content of the Advertisements, including, without limitation,

    the accuracy, completeness or decency of any Advertisement. We shall not be

    responsible or liable in any manner for any Advertisements and undertake no

    responsibility to update or review any Advertisements, whether added to the Application

    by you or us.

  6. You will comply with any third party terms, policies or guidelines applicable to the

    development and operation of the Application and the integration between the Application

    and the use of the License,
    Software, Marketplace and/or Ad

    Serving Solution
     services, including, without

    limitation
    , any operating system

    supported by us now or in the future, and will not cause us to be in violation of any

    such third party terms.

  7. You may submit questions, comments, suggestions, ideas, plans,

    notes, drawings, original or creative materials or other information about us, the

    License, Publisher Account, Software, Marketplace and/or Ad Serving Solution

    (collectively, “
    Suggestions). You understand that any Suggestions submitted to us via the

    Platform and/or the Publisher Account and/or by email and/or any other way of

    communication shall be non-confidential and shall become our sole property. We

    shall own exclusive rights, including all intellectual property rights, and shall be

    entitled to the unrestricted use and dissemination of any Suggestions for any purpose,

    commercial or otherwise, without any acknowledgment and/or compensation to you.

  8. You undertake not to have any direct contact with any of our

    Advertisers and understand that in the event we suspect that you are communicating with

    an Advertiser we shall terminate all advertising campaigns in connection thereto and/or

    terminate these Terms with you.




  1. COMMUNICATIONS





  1.  Your email practices with any End Users and/or

    additional third parties in respect of these Terms must comply with the

    following:

  2. You have clear and specific consent from the proposed

    recipient before you send any communication. The consent must have been given to you by

    way of an opt-in consent mechanism. Any tick box must not be pre-populated;

  3. The communication makes it clear that it is of a marketing

    content;



  1. If such communication includes any promotional offers or any

    promotional competitions, games or anything else relating to the Application, the said

    promotion, competition or game is clearly identified as such and any conditions which

    are required in order to qualify for the promotion, competition or game are set out

    clearly and unambiguously in the communication;

  2. You do not send any such communications to persons under the

    age of legal consent as may apply in the jurisdiction of the proposed recipient of any

    such communication with regard to the content of each advertising campaign,

    respectively;

  3. You do not use any viral marketing techniques as part of

    your electronic marketing activities;

  4. You include a true name in the communication (e.g. in the

    “From” line of any email) and not a sales pitch or marketing message. Any such

    communication must clearly identify you as the sender of the communication and you shall

    not falsify or otherwise attempt to hide your identity;

  5. You do not mislead the recipient with regard to the content

    and purpose of the communication;

  6. You provide an adequate, functioning, free of charge and

    conspicuous “opt-out” or “unsubscribe” option in every communication; and

  7. The communication must include a valid address to which the

    recipient can respond to opt out/unsubscribe of future marketing communications. The

    reply address must be active for at least 30 (thirty) days after sending the

    communication. You also include a physical business address in any such

    communication;



  1. You honor expeditiously any opt out/unsubscribe request made

    by any recipient. You must not send any further marketing communications to any person

    who indicates (by whatever means) that he/she does not wish to receive any further

    communications;

  2. You include a link to your privacy policy in any

    communication;

  3. You do not send any communication to any person who has

    registered on any applicable register of persons who do not wish to receive any

    marketing communications; and

  4. You are responsible for ensuring that your communication

    practices comply with all applicable laws and codes of practice.




  1. REPORTS & PAYMENTS





  1. The payments shall be made in accordance with the terms set

    out in Exhibit A and subject to the following provisions:

  2. In the event you use the Platform to sell your Placement

    Inventory via the Marketplace:
     



  1. The reported Net Revenue due to

    you
    (“Net Revenue means the gross revenue less our revenue share

    fee)
    will be made available for your review via our

    dashboard
     and/or via Email no

    later than on the 15
    th (fifteenth) day of each following calendar

    month. Notwithstanding the aforementioned, you acknowledge that
    we will calculate the full and final consideration that is due and payable

    to you (the “
    Consideration) in accordance with our reporting system

    based solely on our system’s statistics and data;
     accordingly, any such reported calculations that we shall ultimately

    issue to you
    will be considered true, final and correct,

    unless proven incorrect by written evidence
    sent by you within 5

    (five) business
    day from the 15th (fifteenth) day of each following

    calendar month. You acknowledge and agree that in the event you deliver the said written

    evidence, we will not transfer you any Consideration until any such dispute has been

    resolved between the parties.

  2. Subject to the provisions in Section 7.2.1, we will pay the Consideration within 60

    (sixty) days following the end of the billing calendar month; however, we reserve the

    right to pay the Consideration on a later date in the event that: (i) the Consideration

    amount is less than $500 in which case the amount will rollover and accrue to the next

    remittance period, provided that the earnings will reach $500; and/or (ii) if we have

    not received payment from an external Advertiser in the Marketplace for reasons beyond

    our control, and in such a case we will take measures in order to obtain the said

    payment and transfer the funds to you as soon as possible; and/or (iii) if the said

    payment has not been cleared and transferred to us by the appropriate financial

    institutions. In these respects, you agree to hold us harmless for any delay in payment

    of the Consideration. In addition, we will not be responsible or liable for any acts

    and/or decisions made by any financial institution with respect to the clearing of any

    Consideration funds.



  1. In the event you use the Platform’s Ad Serving Solution to

    arrange internal ad campaigns (including, but not limited to, cross-promotion and

    content management) and direct deals, you acknowledge and agree that we will charge an

    Ad Serving Fee based on Advertisement impressions. You acknowledge that the calculations

    will be based solely on our internal system. You shall be required to pay us within 10

    (ten) days after receiving a monthly invoice from us stating the final amount

    payable.

  2. Without derogating from Sections 7.2 and 7.3 above, in the

    event you use both the Marketplace and the Ad Serving Solution, you acknowledge and

    agree that within 60 (sixty) days from the billing month we will deduct the Ad Serving

    Fee from the Net Revenue and transfer the Consideration to you.

  3. All taxes due in connection with any payments to you are your

    sole liability; you are responsible for complying with the rules, if any, for

    registering for and paying direct and indirect taxes (including, but not limited to,

    VAT), levies, duties and charges in respect of your income from or in relation to these

    Terms. For the avoidance of doubt, it is hereby clarified that we will not increase the

    Consideration payable to you due to any tax, levy, duty or charge imposed on the payment

    of the Consideration, and all Consideration is inclusive of any such tax, charge, duty

    and/or levy. We reserve the right to withhold and/or deduct any and all taxes, levies,

    duties and charges if required under any applicable laws
    .


  4. Payments to you may be withheld to reflect or adjusted to

    exclude any amounts refunded or credited to advertisers and any amounts arising from

    invalid activity, as determined by us in our sole discretion. In addition to our other

    rights and remedies, we may withhold and offset any payments owed to you under these

    Terms against any fees you owe us under these Terms or any other agreement.




  1. TERM AND TERMINATION





  1. These Terms will enter into force upon you opening a

    Publisher Account, and may be terminated without cause by providing a 30 (thirty) day

    prior written notice to the other party. Without derogating from the aforementioned, it

    is understood that the parties’ payment obligations in Section 7 shall survive

    termination of these Terms and keep their force until fully transferred to the other

    party. In the event that either party is in breach of these Terms and fails to take

    actions to rectify any such breach, the other party may terminate these Terms by

    providing a 72 (seventy two) hour prior written notice to the other party. Without

    derogating from the aforementioned, we reserve the right to suspend your use of the

    License and/or Publisher Account and/or Software and/or Marketplace and/or Ad Serving

    Solution, if we suspect any fraudulent activity done by you and/or anyone on your

    behalf, until an internal Anzu investigation is concluded regarding this matter.

  2. The following will apply upon termination of thse Terms: (a)

    the License, Software, Marketplace and Ad Serving Solution and/or any other additional

    services in relation thereto granted to you in these Terms, will terminate; (b) you

    shall destroy any and all copies of the License, Software, Marketplace and Ad Serving

    Solution in your and/or anyone on your behalf’s possession or control; and (c) you shall

    return to us all Confidential Information.

  3. Upon termination, the provisions of these Terms shall cease

    to have effect, save for the following provisions of these Terms which shall survive and

    continue to have effect, in accordance with their express terms or otherwise

    indefinitely: Sections 3, 4.1, 4.3, 5, 7, 8, 9, 10, 11,12, 13 and 14.




  1. PRIVACY POLICY





  1. You acknowledge that we may obtain through the Software data

    from End Users (including, but not limited to, personal data and sensitive data) using

    the Application which will be used in accordance with our privacy policy (the

    Privacy Policy). You represent and

    warrant that in each instance you have been given the right by End Users to collect and

    transmit such data to us via the Software, and for us (as well as any third party to

    whom the information is transferred) to use, process and/or transfer the data, and that

    you have and will abide by your
    own legally adequate privacy

    policy
    for End Users which shall disclose that third parties may

    be using cookies, web beacons, and other technologies to collect information about the

    End Users in connection with the Application. You shall be responsible and hold us

    harmless at all times for any claims raised by End Users and/or third parties in

    connection with the privacy of their data.
     

  2. For the avoidance of doubt, we have no direct relationship

    with the End Users and no obligation whatsoever to inform them about any of the above

    referenced to in Section 9.1. You warrant and undertake to indemnify

    and hold us harmless in the event of any claims raised by any third party, including but

    not limited to the End
     Users, with regard to the

    collection, use and/or transfer of their information, regardless of whether or not you

    provided an adequate privacy policy.




  1. RISK DISCLAIMER





  1. We are not responsible for the conduct, whether online or

    offline, of any Advertiser, End User, the Anzu Network or any additional third party,

    nor will be responsible for any problems or technical malfunction of any telephone

    network or lines, computer online systems, servers or providers, computer equipment,

    software or failure of email on account of technical problems or traffic congestion on

    the internet or at any website or combination thereof, including injury or damage to

    your computer, device, software, system, server or program related to or resulting from

    the Software, Publisher Account, Marketplace and/or Ad Serving Solution . Under no

    circumstances will we be responsible for any loss or damage resulting from anyone’s use

    or inability to use the License and/or Software and/or Publisher Account and/or

    Marketplace and/or Ad Serving Solution.

  2. You acknowledge and agree that we have no control over and

    are merely a passive conduit with respect to any Advertisements and/or the Anzu Network

    and/or content that may be submitted by any Advertiser, and you are solely responsible

    and assume all liability and risk for determining whether or not any of your advertising

    campaigns are appropriate or acceptable.




  1. LIMITATION OF LIABILITY AND

    INDEMNIFICATION





  1. We make no warranties or representations (whether express or

    implied by law, statute or otherwise) with respect to the Software and/or Publisher

    Account and/or Marketplace and/or Ad Serving Solution and/or License and/or anything

    thereof affecting you, the End Users or any third parties, or any content, products or

    services available therein or related thereto or that our system, network, services,

    software or hardware (or any of which are provided to us by third parties) will be

    error-free or uninterrupted or with respect to the quality, merchantability, fitness for

    particular purpose, non-infringement or suitability of all or any of the Software and/or

    Publisher Account and/or Marketplace and/or Ad Serving Solution. All warranties,

    representations and implied terms and conditions are hereby excluded to the fullest

    extent permitted by law.

  2. Our obligations under these Terms do not constitute personal

    obligations of any of our owners, directors, officers, shareholders, agents, employees,

    vendors, advisors or suppliers. In no event will we be liable for any direct, indirect,

    special, incidental, consequential or punitive loss, injury or damage of any kind

    (regardless of whether we have been advised of the possibility of such loss) including,

    but not limited to, any loss of business, revenue, profits and/or data. Our liability

    arising under these Terms, whether in contract, tort (including negligence) or for

    breach of statutory duty or in any other way shall not exceed the Consideration actually

    paid over the previous three months at the time that the event giving rise to the

    liability arises. In no event will we be liable to you as a result of any action or

    omission of any third party, including but not limited to, the Advertisers and/or End

    Users.

  3. You shall defend, indemnify and hold us harmless from and

    against any and all third party claims, demands, liabilities, losses, damages, costs and

    expenses (including legal fees) resulting or arising from your breach of these Terms

    and/or your use of the License and/or the Software and/or Publisher Account and/or

    Marketplace and/or Ad Serving Solution, and/or any claims regarding the Application

    and/or Placement Inventory and/or advertising campaigns. Without prejudice to any other

    rights or remedies available to us under these Terms or otherwise, we shall be entitled

    to set off any payments otherwise payable by us to you hereunder, against any liability

    of you to us, including (but not limited to) any claims we have against you resulting

    from or arising from, your breach of these Terms and/or your use of the License and/or

    Software and/or Publisher Account and/or Marketplace and/or Ad Serving Solution.




  1. CONFIDENTIAL INFORMATION





  1. Each party shall keep confidential and shall not disclose to any

    third party any and all proprietary information or confidential information disclosed to

    it by the disclosing party, and/or relating to the business, processes, practices,

    products, customers, accounts, finance or contractual arrangements or trade secrets of

    the disclosing party and any information concerning the License, Software, pricing of Ad

    Serving Solution campaigns, or the substance of any report, recommendations, advice,

    test disclosed in relation to any of the aforementioned (“
    Confidential Information“), and shall use such Confidential

    Information solely for the performance of its obligations under these Terms. If either

    party becomes aware of any breach of confidence by any of its employees, agents, or

    sub-contractors it shall promptly notify the other party and give the other party all

    reasonable assistance in connection with any proceedings, which the other may institute

    against any such persons. The parties further agree to keep confidential and not to

    disclose to any third party, any of these Terms.

  2. The obligations in Section 12.1 shall not apply to

    Confidential Information already known to either party prior to disclosure by the other

    party of Confidential Information to it, to information that is in the public domain or

    which becomes part of the public domain through no fault of the receiving party, or to

    any information that is required to be disclosed by law. Either party may disclose

    Confidential Information that has been approved in advance in writing by the other Party

    for disclosure.

  3. No press release in respect of the execution of these Terms

    or any matters arising therefrom may be released by either party in respect of these

    Terms without the express written approval of the other party, save that each shall be

    entitled to make reasonable references to the other party and to the provisions of these

    Terms in their own corporate literature in connection with the promotion of that party’s

    business.




  1. FORCE MAJEURE





  1. If either party is prevented or delayed in the performance of

    any of its obligations under these Terms by Force Majeure, that party shall:



  1. Promptly serve notice in writing on the other party

    specifying the nature and extent of the circumstances giving rise to Force Majeure and

    the measures it is taking to remedy and/or mitigate the effects;

  2. Use all reasonable endeavors without being obliged to incur

    any expenditure to mitigate the effects of Force Majeure and/or bring the Force Majeure

    event to a close, or to find a solution by which these Terms may be performed despite

    the continuation of the Force Majeure event;

  3. Have no liability in respect of the performance of such of

    its obligations as are prevented by the Force Majeure events during the continuation of

    such events, and;

  4. For such time after the affected Party ceases to perform its

    obligations as is necessary for that party, use its reasonable endeavors to recommence

    its affected operations in order for it to perform its obligations.



  1. For the purposes of these Terms, “Force Majeure” means any cause beyond the reasonable

    control of the parties including, without limitation, any of the following:



  1. Act of God;

  2. War, insurrection, riot, civil disturbance, acts or

    attempted acts of terrorism;

  3. Fire, explosion, flood, storm;

  4. Theft or malicious damage;

  5. Strike, lock-out, or other industrial dispute (whether

    involving the workforce of the party so prevented or any other party), third party

    injunction;

  6. National defense requirements, acts or regulations of

    national or local governments; or

  7. Inability to obtain essential power, raw materials, labor,

    malfunction of machinery or apparatus.




  1. MISCELLANEOUS





  1. Any notice or other document to be given under these Terms

    shall be in writing and shall be deemed to have been duly given if delivered by hand or

    sent by recorded delivery to the other Party at an address noted in this Section 14.1.

    Any such notice or other documents shall be deemed to have been received by the

    addressee 5 (five) business days following the date of dispatch if the notice or other

    document is sent by registered post, or in the following business day after the day in

    which the notice is delivered by personal delivery or by confirmed email.



  1. In the case of Anzu, notice shall be sent to publishers@anzu.io.

  2. In the case of the Publisher, notice shall be sent to the

    Email address given by the Publisher upon registering a Publisher Account with

    Anzu.



  1. In the event your information in Section 14.1.2 should change

    at any time and for whatever reason, you undertake to send us notification in writing as

    soon as possible with an updated and relevant Email address replacing the previous one,

    for us to send, and for you to receive, notices in accordance to these Terms.

  2. There is no relationship of exclusivity, partnership, joint

    venture, employment, agency or franchise between you and us under these Terms. Neither

    party has the authority to bind the other (including the making of any representation or

    warranty, the assumption of any obligation or liability and/or the exercise of any right

    or power), except as expressly provided in these Terms.

  3. You understand that we may at any time (directly or

    indirectly) enter into similar agreements to these  Terms with others on the same

    or different terms as those provided to you in these Terms and that such terms may be

    similar, and even competitive, to you.

  4. Except where you have received our prior written consent, you

    may not assign at law or in equity (including by way of a charge or declaration of

    trust), sub-license or deal in any other manner with these Terms or any rights under

    these Terms, or sub-contract any or all of your obligations under these Terms, or

    purport to do any of the same. Any purported assignment in breach of this clause shall

    confer no rights on the purported assignee.

  5. These Terms shall be governed by and construed in accordance

    with the laws of Israel without giving effect to conflicts of law principles. You

    irrevocably agree to submit, for the benefit of us, to the exclusive jurisdiction of the

    courts of Tel-Aviv, for the settlement of any claim, dispute or matter arising out of or

    concerning these Terms or its enforceability and you waive any objection to proceedings

    in such courts on the grounds of venue or on the grounds that proceedings have been

    brought in an inconvenient forum.

  6. Whenever possible, each provision of these Terms will be

    interpreted in such a manner as to be effective and valid under applicable law but, if

    any provision of these Terms is held to be invalid, illegal or unenforceable in any

    respect, such provision will be ineffective only to the extent of such invalidity, or

    unenforceability, without invalidating the remainder of these Terms or any other

    provision hereof.

  7. These Terms embody the complete agreement and understanding

    of the parties hereto with respect to the subject matter hereof and supersedes any prior

    agreement or understanding between the parties in relation to such subject matter. Each

    of the parties acknowledges and agrees that in entering into these Terms, it has not

    relied on any statement, representation, guarantee warranty, understanding, undertaking,

    promise or assurance (whether negligently or innocently made) of any person (whether

    party to these Terms or not) other than as expressly set out in these Terms. Each party

    irrevocably and unconditionally waives all claims, rights and remedies which but for

    this clause it might otherwise have had in relation to any of the foregoing.

  8. A person who is not a party to these Terms has no right to rely

    upon or enforce any term of these Terms.



EXHIBIT A



  1. With respect to Section 7.2 in these Terms, in the event you

    use the Anzu Platform to sell your inventory via the Anzu Marketplace, we shall receive

    30% (thirty percent) of the revenue share fee and transfer to you 70%  (seventy

    percent).



  1. With respect to Section 7.3 in these Terms, in the event you

    use the Anzu Platform’s Ad Serving Solution to arrange internal ad campaigns we will

    charge an Ad Serving Fee based on volume:


 


































Volume



Charges



0 – 100,000 impressions



Free



100,000 – 1,000,000 impressions



$0.45 per 1000  requests



1,000,000 – 10,000,000 impressions



$0.3 per 1000 requests 



10,000,000 – 100,000,000 impressions



$0.15 per 1000 requests



100,000,000 – 500,000,000 impressions



$0.07 per 1000 requests



500,000,000 – 1 billion



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  1. For the avoidance of doubt, we reserve the right to update

    Exhibit A at any time and will inform you of such changes by sending you written notice. 


Last updated: April 6th, 2019