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 with 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:

      1. 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;
      2. 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);
      3. 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;
      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 measures; or
      5. Violate the terms of use and any applicable policies of any third parties.

   9. 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.
   10. 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.
   11. 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.
   12. 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.
   13. 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.
   14. 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.
   15. 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.
   16. 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.ussl.app/ 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.`
   17. 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 could 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 an effect, save for the following provisions of this Agreement which shall survive and continue to have an 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 are 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 a 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 documents 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 acknowledgment 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 acknowledge and agree 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 a 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.
    9. Unless specifically agreed otherwise, Anzu shall be entitled to make or send public announcement, communication or circular concerning this Agreement, and the Advertiser hereby permits Anzu to display the Advertiser’s name and logo in Anzu’s marketing materials and/or website.

Last updated: December 26^th, 2019