Customer understands, acknowledges, and agrees that these Terms and Conditions (“Terms”), are made as a part of the [Eres Ads Platform], which governs the access and use of the Service (as defined below) provided by Eres, Inc. (“Company”), an Delaware company with a principal place of business located in Miami Beach, FL. By opening an Account or otherwise using the Service, the Customer affirms its consent to these Terms. If a Customer is acting on behalf of or for the benefit of a corporate entity or other third party, Customer represents and warrants that it has the necessary authority to agree to these Terms and to bind such corporate entity or third party to these Terms.

1. Definitions.

    1. “Affiliate” of an entity means a corporation that is controlling, controlled by, or under common control, of an entity.

    2. “Ad Account” means the account of the Customer in the Ad Network.

    3. “Master Account” means the Customer’s main account to which such Customer’s Ad Accounts are linked. A Customer may have multiple Master Accounts and, if permitted by the Company, combine several Master Accounts to one account.

    4. “Ad Network” means that advertisement platform on for which the Ad Account relates and with respect to which the Services are rendered, such as Facebook, LinkedIn and so on.

    5. “Ad Spend” means that total amount included in all Ad Accounts of a Customer, regardless if such amount was utilized to the fullest extent or not.

    6. “Platform” means the Company’s proprietary platform for management, planning, optimizing, monitoring and execution of advertising strategies and related activities and which is intended to provide the Service to the Customer. The Platform includes, inter alia, an application, database, various software, servers, and also including any changes, updates, upgrades, modifications and enhancements made thereto, and any related modules, add-ons, tools, browser plugins and applications as well as any documentation relating thereto.

    7. “Intellectual Property Rights” shall mean, all rights arising from patents, copyrights, trade secrets, Confidential Information, trademarks, service marks, trade names, mask works, applications and other proprietary rights in any jurisdiction, to all (i) inventions, discoveries, works of authorship, know-how, technical information, work product, designs, ideas, concepts, innovations, drawings, schematics, original works of authorship, formulae, concepts, techniques, know how, methods, systems, processes, compositions of matter, computer software programs, databases, (ii) any improvements, enhancements or modifications related thereto, all the foregoing, whether or not patentable, copyrightable or protectable as trade secrets, irrespective of whether registered as a patent, copyright, trademark or in another form, irrespective of whether constituting a commercial, professional or trade secret and irrespective of whether reduced to practice or not.

    8. “Ad Service” means the Platform available as a “Software as a Service” (SaaS) basis, which are provided by the Company to the Customer for online management, monitoring and execution of marketing campaigns, including any additional services provided by the Company to the Customer hereunder, such as maintenance and support.

    9. “Order Form” means the order form by which the Customer is subscribing to the Services hereunder and which incorporates these Terms.

    10. “Term” means the period for which the Customer subscribed for the Services, as indicated in the Order Form.

2. License; Use of Service.

    1. The Service is a SaaS advertising tool and documentation provided by the Company and may be used by the Customer through the Platform. The Service is intended to assist in the creation, management, monitoring, execution and optimization of advertising campaigns on the applicable Ad Networks but is not intended to replace Customer’s discretion. In addition, marketing effectiveness is affected by a multitude of factors, such as such Ad Networks conduct and compliance, product quality and marketing strategies selected by the Customer. Therefore, Company does not warrant or guarantee any results of a campaign or from the use of the Service will meet Customer’s expectations or requirements or produce profit. It is acknowledged by the Customer that the Services largely depended on the availability and operation of third-party platforms and websites, including, without limitation, the applicable Ad Networks and that the Company shall not bear responsibility or liability with respect to such, their operation, rules, functionalities and/or changes made thereto.

    2. Company continuously is working on adding improving the features of the Services, and may do so in its discretion, and as part of such, Company may also remove certain function which are not frequently used or are replaced by other functions. There is no guarantee by the Company to maintain certain features and Customer acknowledges that current features available in the Platform are subject to change by the Company in its discretion.

    3. Customer is required to obtain and maintain any telecommunication or networking services or equipment, security services or systems, or hardware or other equipment for accessing the Platform. Company does not offer such, and if Customer requires any of the foregoing, Customer must obtain such means at its own expense. Company does not make any warranty with respect to such means.

    4. The Service may only be used for the purpose indicted above ("Purpose"). The Platform and the Service may not be used, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of the Company. Company reserves all rights in and to the Platform and the Service.

    5. In consideration of the fees, and subject to the other terms and conditions hereof, Company grants to the Customer, during the Term, a non-exclusive, non-transferable, revocable, right to access and use Service and access the Platform under these Terms.

    6. Customer may not use the Service for any of the following purposes including without limitation managing campaigns promoting or supporting any of the following purposes (the "Prohibited Activities") and the Company disclaims any and all liabilities, losses and or damages with respect to any use of the Services which constitutes a Prohibited Activity: (a) Engaging in unlawful, indecent, obscene or other morally objectionable activities; (b) Disseminating any unlawful, harassing, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable or illegal materials; (c) Transmitting material that encourages conduct which may constitute a criminal offense, result in civil liability or otherwise breaches any relevant law, regulation and/or code of practice; (d) Gaining unauthorized access to other computer systems; (e) Interfering with any other person's use of the Service and/or using the Services to provide services to third parties which are similar to the Services (or parts thereof); (f) Transmitting, junk mail, chain letters or "spam"; (g) Making and/or transferring and/or storing electronic copies of materials protected by copyright without the express permission of the owner of the material, or otherwise making such use of the Service that infringes third parties intellectual property rights; (h) Circumvent, disable or otherwise interfere with security related features or other features of the Platform and/or with the use of Services, or enforce any limitations on use of the Platform and/or the Services; and (i) transmitting materials or otherwise acting (or failing to act) in breach of the terms and condition of any applicable Ad Network.

3. Registration.

    1. Access to the Platform and the Service requires the registration of the Customer, which is made by filling and submitting the Order Form located at https://app.eres.io/sign-up. As part of the signup process, the Customer shall be required to link certain Ad Accounts to the Master Account. The Customer may, from time to time, remove or add Ad Accounts in its discretion. Once submitted and to the extent complied with all requirements of the Order Form, Company will send a confirmation e-mail to the address indicated therein and will establish the Customer’s Master Account. Customer may begin use of the Service only after receiving such confirmation e-mail. The Master Account is provided for the benefit of the Customer’s solely and the Customer may not use its Master Account to provide services to third parties which are similar to the Services.

    2. Company may offer a free-trial period to use the Service. Such free-trial period is subject to the completion and submission of the Order Form and is provided automatically to a new Account created. Each Master Account may be associated with such number of Ad Accounts as indicated in the Order Form. Each Master Account is applicable to a free-trial period only once, to the extent such is offered by the Company upon first registration. Subscription to the Service will not continue after the lapse of the free-trial period unless payment by the Customer is made. To the extent a Customer elects to end the trial period and to purchase a subscription, the free trial period will automatically lapse, and such Customer’s paid subscription period will commence. No compensation or refund will be provided with respect to unused trial period. It is clarified that these Terms will apply with respect to the Customer’s use of the Service and the Platform during the free-trial period, except for the Customer’s payment obligations.

    3. Access to the Platform is permitted only by a username and password individual to the Customer. The credentials are to be kept confidential and personal and may not be disclosed or used by any other person except the Customer for which they were generated.

    4. Customer may add additional users to a Master Account and provide them with different credentials and authorizations, in its discretion (“Additional Users”). Customer shall ensure the compliance of such Additional Users with these Terms and, as between the Customer and the Company, shall be responsible for any breach made by them. Company shall bear no responsibility with respect to such Additional Users.

    5. Except as expressly permitted by these Terms, or specifically authorized in writing and in advance by Company, Customer shall not, nor permit others to: (a) use, copy, modify, create derivative works from or distribute the Service and/or the Platform, any part thereof, or any copy, adaptation, transcription, or merged portion thereof, in any way other then as agreed herein; (b) decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Service and/or the Platform; (c) transfer, loan, lease, assign, rent, or otherwise sublicense the rights granted hereunder in any way other then as permitted under these Terms; or (c) remove any copyright, proprietary or similar notices from the Platform or any documentation thereof (or any copies thereof).

4. Intellectual Property.

    1. Customer acknowledges and agrees that all proprietary and/or Intellectual Property Rights in and to the Service and/or to the Platform or anything related thereto, and all documentation, including without limitation all inventions, patent, patent application, copyright, registered design, trademark, trade dress or other industrial property right in respect thereto, as well as any Confidential Information, belong to the Company alone. This Agreement does not transfer ownership of the Platform or underlying technology or any part thereof.

    2. Any Intellectual Property Rights in and to any content made by the Customer or on its behalf shall be the sole property of the Customer and its assignees. However, any feedback, advises or comments received by the Company from the Customer or any other user, which relates to the Platform and/or the Service shall be deemed to be property of the Company and if required, shall be fully assigned to the Company without consideration.

    3. It is clarified that the Customer acknowledges that any Intellectual Property Rights belonging to the Ad Network, whether by virtue of law or the terms and conditions applicable to such Ad Network shall belong to the Ad Network, notwithstanding the provisions of Section 4.2 above.

5. Third Party Services.

    1. Company through the Service may make available to software, applications and/or services provided and licensed by third parties ("Third Party Services"). The use of such Third Party Services in or with the Service is subject to the applicable licenses, terms of use and conditions of such Third Party Services. In the event that no such third party license agreements exist, the restrictions contained in this agreement shall apply on all such Third Party Services, mutatis mutandis. Company disclaims any warranty or representation with regards to any use of any of such Third Party Services, which use is on an as-is basis. In as much as the website of the Company, the Platform and/or the Services contain links to websites which are not operated by the Company ("Third Party Websites"), the Company shall not bear any responsibility or liability with regards to any such Third Party Websites, their contents, the information presented therein, etc., and any use thereof, and in no event will the Company be liable in any way for any damages of any kind whatsoever resulting from or in connection with any use of any such Third Party Services and/or Third Party Websites or any reliance on any information presented therein, and any such use shall be on user’s own discretion, risk and responsibility.

6. Fees and Payments; Other Commercial Terms.

    1. The Fee entitled to the Company in consideration of the Service depends on the amount of Ad Spend associated with the Customer’s Master Account. To the extent actual Ad Spend exceeds the amount indicated in the Order Form, the Customer may be subject to excess surcharge. Rates are located at https://eres.io/pricing and may be amended from time to time by the Company, in its discretion, provided that such amendment shall not affect any Ad Accounts existed prior to change date.

    2. Company’s automated system automatically fits the optimal payment package to the actual Ad Spend use in order to minimize costs, but the ultimate discretion to elect which payment package is appropriate of the Customer.

    3. Company will make monthly invoice for the applicable fees available to the Customer in the dedicated section within the Account. Payment shall be made within 7 days as of receipt of an invoice by the Customer. Due but unpaid amounts shall incur a late payment charge at a rate of 12% per annum, compounded annually, or the maximum amount permitted under applicable law, the lower of the two, commencing as of the due payment date and until finally paid in full.

    4. Company may offer or perform additional services to the Customer which are not included in the purchased subscription and which may be subject to additional fees.

    5. All amount indicated in the Order Form and/or on Company’s website are excluding sales tax or VAT, which will be added to any payment made by the Customer, if and as applicable.

7. Representations of the Company. Company represents and warrants to the Customer that (i) Company has the right, full power and lawful authority to be bound by these Terms and to carry out its obligations hereunder, (ii) the Service and other material and works in connection therewith used by Company under these Terms are works to which Company is the owner or to which the Company has licenses or other rights from its licensor, that authorize or otherwise permit the license and rights granted hereunder.

8. Representations of the Customer. Each Customer warrants and represents to Company that (i) it has the right, full power and lawful authority to accept these Terms for the purposes herein and to carry out its obligations hereunder, and it has all requisite consents, licenses and authorizations required in order to use the Service (ii) it will use the Service only within the scope of the rights and authorization hereunder, (iii) it will not use the Service in violation of applicable law, rule or regulation, (iv) it will not use or continue the use of the Service, alone or in combination with other materials, in a manner that would, constitute infringement of a third party’s intellectual property rights; and (v) will strictly comply with all rules and instructions of any applicable ad network, whether while using the Services or operating directly with such advertisement platform. It is acknowledged by the Customer that its compliance with the terms and conditions of the applicable Ad Network is an essential part of this Agreement and that breach of such terms and conditions may lead to significant damages to the Company and its other customers for which Customer shall be held accountable.

9. Confidentiality. Information provided by the Company or is included in the Service (except for Customer generated content and except for reports and information on Customer’s activities as presented in the Platform), shall be deemed as confidential information, and shall be kept in strict confidence. Customers may not disclose any such information unless they are compelled to do so pursuant to a valid court order, in which case, the Customer shall notify the Company, if permitted under applicable law, promptly upon receipt of such order.

10. Warranty; Support; limitation of Liability.

    1. The Service (and the Platform), are provided on an "as is" and “as available” basis without any warranty whatsoever, whether expressed or implied. Although Company employs reasonable commercial efforts, Company does not guarantee that use of the Service shall be uninterrupted or error free. It is acknowledged by the Customer that the Company may, upon prior notice, suspend or shutdown the Service for maintenance and updates purposes. The Company does not assume any liability with respect to an interruption, failure, damage or liability caused from the use or non-use of any third-party platforms and websites, including, without limitation, an Ad Network, nor it provides any warranties or guarantees with respect to the foregoing.

    2. Support by the Company is provided in accordance with support standards listed in Exhibit A attached hereto. as may be amended from time to time by the Company.

    3. In any event, any warranty provided by the Company does not cover errors or deficiencies attributable to (a) changes to the Service made by the Customer which have not been approved by the Company in writing; (b) use of the Service contrary to these Terms of Use (or in breach of these Terms), or the written instructions of the Company; (c) use of the Service contrary to the Ad Networks terms and policies; (d) a service or product not supplied by the Company. It is clarified that the Company does not accept any liability for the operation and function of any Customer or third-party products, services, actions or omissions, including, but not limited to, those of third-party data providers, the Ad Networks or any third party that operates in or with the Ad Network.

    4. Company the parties expressly disclaim all warranties and conditions not expressly stated herein, including but not limited to merchantability, non-infringement, and fitness for a particular purpose.

    5. Under no circumstances shall the Company be liable for indirect, incidental, consequential, special or exemplary damages such as, but not limited to, loss of revenue or anticipated profits or lost business or reputation, even if the Company indemnitees have been advised of the possibility of such damages or should have foreseen such damages. In the event that, notwithstanding these terms, Company is found liable for damages of any kind (including liability for negligence) connected and/or related hereto, Company's total liability for such damages shall not exceed the fee paid to Company by the Customer. The parties acknowledge that this limitation represents a reasonable allocation of risk, taking into account the price paid for the Service and that Company would not have provided the service except under the terms hereof.

11. Term and termination.

    1. Subscription of the Services may be terminated at any time by canceling the subscription from the Eres Platform Settings Page. Termination shall be effective upon receipt of such email. Any amounts paid in advance by the Customer shall not be refunded.

    2. Company may terminate a subscription and/or close an Ad Account for any reason. In addition, Company may suspend or deny access to the Service (and the Platform) or use thereof upon the occurrence of any of the following, with immediate effect: (i) if a Customer or an Additional user assigned thereto commits a material breach of any of its undertakings, warranties and representations hereunder, and such breach is not remedied within ten (10) days following written notice with respect to the breach; upon (ii) any proceedings are commenced by, for, or against the Customer under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking reorganization of Customer’s debts, and such proceeding is not dismissed with fifteen (15) calendar days of its commencement; (iii) if a Customer breaches the terms and conditions relating to an Ad Network or the Company is requested by an Ad Network in writing to refrain from providing services to the Customer. Such termination shall be without prejudice to any other right.

    3. Upon termination and/or expiration of the Term for any reason, the Customer and any Additional Users appointed by it or any of their clients shall no longer be allowed to use or access the Service (or the Platform).

    4. Survival The provisions of Sections 1, 4, 7, 8, 9, 10, 11 and 12, and any other provisions which by their natures extend beyond the Term.

12. Data Collection and Use. The Customer and each of its Additional Users agree and understand, and hereby authorizes the Company, to collect, retain, backup, store, transfer and use information, data and content regarding usage of the Service (“Data”). For the avoidance of doubt Company does not require the Customer and each of its Additional Users to provide any personal information for the usage of the Service. The Customer may, at its sole direction, upload to the Platform personal information, in such case Company shall not be deemed responsible in any way to the personal information. Company’s permitted uses of the Data include analysis of actual usages for fees calculation, coverage analysis and monitoring activities. The Data may also be used by Company (in aggregated, anonymized, and non-attributable or personally identifiable form) to improve the operation and functionality of the Service). Should the Customer and each of its Additional Users request to opt-out from the above describe Data collection and use, it may do so by a written notice to the Company provided that the Customer and such Additional User understands that this may adversely affect the functionality and the use of functionalities of the Service. The Customer and each of its Additional Users agrees, and is liable to obtain the consent of any user or end user for the collection, storage and usage of Data by the Company, as described herein, and that Company and its service providers may transfer Data into or out of the United States, Europe, or other countries or jurisdictions outside user location, where data protection standards may vary. Company reserves the right to establish or modify its general practices and limits relating to storage of such Data, and/or to delete or destroy any or all such data periodically.

13. General Provisions. (a) Amendment; Contradictions. These Terms may be updated from time to time by the Company, in its sole discretion, which shall govern the use of the Platform and the rendering of the Services. Customer’s continued use of the Platform and the Services constitutes its acknowledgement and consent to the amended Terms. Company shall provide notification of any change in these Terms at least 7 days prior to such change taking effect by posting a notice on its Website or in any other means deemed fit by it. In the event of any contradiction between the provisions of these Terms and the provisions of an Order Form, the provisions of the latter shall prevail. (b) No Waiver. No delay or failure of any party to exercise any right provided herein shall in any way deem to constitute a waiver. No waiver shall be effective unless in writing signed by the waiving party. (c) Severability. If any provision of These Terms is declared invalid by any lawful tribunal, then it shall be adjusted to conform to legal requirements of that tribunal and that modification shall automatically become a part of these Terms. Or, if no adjustment can be made, the provision shall be deleted as though never included in these Terms and its remaining provisions shall remain in full force and effect. (d) Notices. Communications with the Company should be made through the chat option on the Company’s website. Notices by the Company will be provided to the Customer only, and such notice shall be deemed to be delivered to any Additional User as well. Contact details for the Company is as listed in the Company’s website and contact details for the Customer shall be as set forth in the Order Form unless notified otherwise by the Customer and acknowledged by the Company. (g) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to the provisions of conflict of laws. The Florida state courts shall have sole and exclusive jurisdiction and venue over any dispute related to this Agreement and both parties hereby consent to such jurisdiction and venue. (h) Assignment. Neither the Customer and each of its Additional Users may assign usage of or access to the Service without the prior consent of the other Party.