Ad-Assistant’s Service Terms and Conditions

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS OF SERVICE AND REGISTERING FOR, ACCESSING AND/OR USING ONE OF ALGOMIZER’S PRODUCTS AND/OR SERVICES.

By selecting the box “I agree”, or otherwise accessing and using Ad-Assistant or any other product of Algomizer or service that Algomizer provides such as utilizing for our customer the google my business service (collectively “service” or “services”), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively “you” or “your”), have read and understood and agree to comply with the terms and conditions below (the “Terms”), and are entering into a binding legal agreement with Algomizer Ltd (“Algomizer”, “us” or “we”).

Welcome to Algomizer’s Terms of Use! We are truly excited to have you aboard. Thank you for choosing to use our services.

Below we have listed important legal terms that apply to anyone who uses our services. These terms are necessary in order to protect both you and us, and to make our services possible and more enjoyable for everyone.

Some of Our services are designed to allow people to easily create a full and completely digital campaign to promote their businesses online. We provide our users with monitoring tools and reports and with functional features for modifying and controlling their own campaign.

Subject to your compliance with these Terms, and payment of the applicable fees, Algomizer grants you a personal, non-exclusive, non-sub licensable, non-assignable, nontransferable license to use the Service and fully revocable right to access and use the Service during the Term (defined below) for your internal purposes only. Algomizer reserves all rights not expressly granted herein.

You may use the Algomizer Services only if you fully agree to the Algomizer Terms and Conditions – and by using and/or registering to any of Algomizer’s Services or Products, you signify and affirm your informed consent to these Terms of Use and any other Algomizer Terms applicable to your use of any of Algomizer’s Services or Products. If you do not read and agree to the Algomizer Terms and Conditions, you must immediately avoid or discontinue all use of Algomizer’s Services or Products

1. Description of Service.

Ad-Assistant is an online marketing campaign creation platform (the “Service”). Your use of the Service is at your sole risk. The Service is provided on an AS IS and AS AVAILABLE basis. You understand that although we use industry-grade SSL connections over HTTP, your content may be transferred unencrypted over the internet due to circumstances out of our control.

2. Ad Assistant (the “Service”) is made available to you on a software-as-a-service (SaaS) basis through a web portal on our website (the “Site”) and includes: (i) the software that you access via the Site; (ii) the products, services, and features made available or provided to you by Algomizer in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service.

3. Eligibility.

3.1. You must be at least eighteen (18) years of age to use this Service. You must provide your current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur there under. Algomizer reserves the right to refuse Service to anyone at any time without notice for any reason.

4. Use of the Service.

4.1. Some of our services provide the user with the ability to upload photos and texts to be placed in the landing pages created by one of Algomizer’s services. As part of our terms for acceptable use of our software, you hereby agree that you will always use only photos/creative materials you are entitled to use for commercial purposes, whether by license, by copyright or by any other mean, and you agree to indemnify Algomizer and its affiliates, officers, agents, and employees from and against any third party claim arising from or for breach of your representation with respect to your entitlement to use photos/creative materials, all as set forth in the “Indemnification” clause below. In addition, you hereby represent and undertake not to use the Service in a way that would: (i) encourage conduct that would be considered a criminal offense or could give rise to civil liability or violates any applicable law, regulation or order of any court or tribunal including, but not limited to, collecting, using or disclosing personal information in violation of applicable law; (ii) contain adware, spyware, scareware or malware; (iii) is distributed via web sites or software applications that offer, distribute, or involve violation of copyrighted material via technologies or protocols such as, for example, peer to peer, file sharing, file hosting or torrent portals; or (iv) use, endorse, advocate and/or promote content which is: (a) adult content, pornography, obscene, excessively profane, racist, ethnically offensive, hate speech, discriminatory, threatening, infringing, excessively violent, religiously insensitive, political or libelous content; (b) illegal drugs or arms trafficking, violates export control laws, creates a risk to a person’s safety or health, compromises national security, promotes online pharmacies and prescription-only medicines or interferes with an investigation by law enforcement officials; (c) offensive, misleading, deceptive or phishing conduct; (d) substantial un-moderated user-generated content or (e) gambling-related or sweepstakes.

4.2. Another main feature of our services is its ability to draw information and creative materials from your business website, using the website address you provide us with. By your use of the Service you hereby agree, permit and authorize Algomizer to draw information from your website and to use such information within the Service, for the benefit of your advertising campaign. Such information shall include, but is not limited to: phone number(s), email address(es), mail address(es) and logo(s). In addition, your use of the Service you hereby represent that you have the absolute and complete right and authorization to allow us such use of such information.

5. As a condition to using the Service, by agreeing to these Terms, you hereby agree that Algomizer will open and establish for you, under your name, a Google Adwords Account (the “Google Adwords Account”) and that Algomizer will manage the Google Adwords Account on your behalf, as long as you are registered to the Service. You also agree and acknowledge that the Service is being provided based on Google Adwords service, and therefore it is subject to any changes made by Google to the terms of use policy of Adwords service, from time to time. You also agree that Algomizer shall keep the user name and password of the Google Adwords Account confidential and shall only use the Google Adwords Account for you and for the benefit of your advertising campaign. Upon termination of the Service, as specified below, your Google Adwords Account will be disabled and you may not be granted access to the Google Adwords Account or any files or other content contained in the Google Adwords Account although residual copies of information may remain in our system.

6. You also agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence, including, but not limited to, complying with the provision(s) of the Children’s Online Privacy Protection Act of 1998. You shall not agree to, and shall not authorize or encourage any third party to:

6.1. Use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Algomizer;

6.2. Use the Service for any fraudulent or inappropriate purpose;

6.3. Resell, duplicate, reproduce or exploit any part of the Service without the express written permission of Algomizer;

6.4. Use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service.

6.5. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences.

7. Payment Terms.

7.1. A valid credit card or Debit card a valid PayPal account is required for you to use one of Algomizer’s Products or services. There will be no refunds or credits for relevant received calls of leads. All fees are exclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all such taxes or duties.

7.2. Fees

7.2.1. Your access to and use of the Service is subject to payment in full of all subscription fees.

7.2.2. The subscription fee will be listed in Ad-Assistant’s interface and may be changed from time to time, according to price per call that you set.

8. Subscription Renewals.

In order to ensure that you do not experience any interruption or loss of services due to the lapse of any particular subscription period, the Algomizer Services operate with an automatic renewal system, on a recurring-fees basis (except where explicitly stated otherwise by Algomizer in writing). Accordingly, where applicable, Algomizer will attempt to automatically renew the applicable Algomizer Service(s) for a renewal period equal in time to the original subscription period for such Service, and automatically charge you the applicable Fees using the payment method you have on file with Algomizer. For example, if the original subscription period for a Service is one week, each of its renewal periods (where applicable) will be for one week. Therefore, unless you cancel the applicable Algomizer Service(s), Algomizer will automatically renew such Service when it comes up for renewal, and charge you the applicable recurring Fees. In order to avoid any interruptions or loss of services due to failure to process renewal charges prior to the expiration of the subscription period then in effect, we reserve our right (but shall not be obligated) to charge for the upcoming renewal period up to two (2) weeks before such renewal period actually commences. In the event of failure to collect the Fees owed by you, we may in our sole discretion (but shall not be obligated to) retry to collect on a later time, and/or suspend or cancel your User Account, without further notice and/or use any other means available by law to collect the owed debt to Algomizer.

9. Chargebacks.

If, at any time, you contact your bank, PayPal or credit card company and decline, chargeback or otherwise reject the charge of any payable Fees (“Chargeback”), this act will be considered a breach of your payment obligations hereunder, and your use of one of Algomizer’s Services or Products may be automatically terminated. In the event a Chargeback is performed, your User Account may be blocked without the option to re-purchase or re-use it, and any data contained in such User Account, including any domains, applications and Third Party Services may be subject to cancellation and Capacity Loss, for example your Google Adwards Campaign. Your use of Algomizer’s Services or Products will not resume until you re-subscribe and pay any applicable Fees in full, including any fees and expenses incurred by Algomizer and/or any Third Party Services for each Chargeback received (including Fees for Algomizer’s Services or Products provided prior to the Chargeback, handling and processing charges and fees incurred by the payment processor).

If you have any questions or concerns regarding a payment made to Algomizer, we encourage you to first contact our Customer Support team before filing a Chargeback or reversal of payment, in order to prevent Algomizer’s Services or Products from being cancelled and your User Account being blocked, and to avoid the filing of an unwarranted or erroneous Chargeback, which may result in your being liable for its applicable Fees, in addition to re-payment of all the Fees applicable to the Algomizer Services purchased (and charged-back) by you.

We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User responsible for such Chargeback did in fact authorize the transaction and make use of the services rendered thereafter.

10. Modification to Fees and Services.

Algomizer reserves the right to modify, suspend, or discontinue the Service or Product at any time for any reason with or without notice. Algomizer reserves the right to change the Service or product fees upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the Ad-Assistant Site or via the Service itself.

11. Term.

These Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Service or Product; or (ii) the date that we receive payment of any applicable Service subscription fee or Product fee, and shall continue until expiration of the subscription period (the “Initial Term”). Thereafter, subject to your payment of any applicable Service subscription fees, these Terms shall automatically renew for successive subscription periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the section herein entitled ‘Termination’. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term.

12. Cancellation and Termination.

12.1. Without derogating from your obligation to pay the subscription fees, you may terminate these Terms at any time by cancelling your Account.

12.2. You are solely responsible for the proper cancellation of your account. You may cancel your account at any time by contacting our support. There will be no refund if you cancel the Service after the end of your current paid-up month, however you will not be charged thereafter. There is no cancellation fee. Cancellation is immediate, and all of your content will be inaccessible immediately from the Service upon cancellation. Algomizer may, at any time and for any reason, terminate the Services, terminate these Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system.

13. Intellectual Property Rights.

Algomizer claims no intellectual property rights over the material you provide to the Service or to any material drawn from your business website. However, you acknowledge that Algomizer owns all right, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by U.S. and international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service or Product. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service or Product.

14. Warranties and Liability.

Algomizer does not warrant that: (i) the Services or Products will meet your requirements or expectations, (ii) the Service or Product will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (iii) bugs or errors will be corrected, (iv) the mathematical calculations performed by the Service or Product is accurate. The Service is provided to you strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law. You expressly understand and agree that Algomizer shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Algomizer has been advised of the possibility of such damages), resulting from your usage of the Service or Product.

15. Indemnification.

You agree to hold harmless and indemnify Algomizer, and its affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Algomizer will provide you with written notice of such claim, suit or action. The failure of Algomizer to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. The Terms constitute the entire agreement between you and Algomizer and govern your use of the Service, superseding any prior agreements between you and Algomizer (including, but not limited to, any prior versions of the Terms).

16. Compliance with laws.

Each party shall comply with all applicable laws relating in any way to its performance of its obligations under these Terms. You agree to comply fully with all applicable export laws and regulations in any jurisdiction to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

17. Government Use.

If You are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Service or Product is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Service is a “commercial item”, “commercial computer software” and “commercial computer software documentation”. In accordance with such provisions, any use of the Service by the Government shall be governed solely by the terms of this Agreement.