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Terms of serviceUpdated October 18, 2022

These Terms and Conditions (“Terms”) governs your engagement with Traffic Jam ltd. registered address 71-75 Shelton st, London, Greater London, United Kingdom company number - 13479468 ("Apptimizer", "Company" "we" "our"), for the purpose of using the Services (as defined below). These Terms are a legally binding and enforceable agreement between you ( "Client" or "you") and the Company upon registration or any use of the Services.

Client and the Company shall each be referred individually to as a “party” and collectively as the “parties”.

ACCEPTANCE OF THE TERMS: BY SIGNING UP, FILLING IN YOUR INFORMATION AND CLICKING “SIGN UP” (OR ANY SIMILAR LANGUAGE) OR BY USING OUR SERVICES YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THE TERMS OF THIS AGREEMENT. YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OR PART OF THESE TERMS PLEASE DO NOT CREATE AN ACCOUNT, OR USE THE SERVICES IN ANY MANNER.

Registration and Account

1.1

In order to use the Services, you must first register and create an account (“Client Account”). You hereby represent and warrants you will provide accurate and complete information. In the event of untrue or inaccurate information the Company may suspend or terminate the Client Account. During the process of registering, you will designate personal and exclusive user name and password to access the Client Account. You are solely and fully responsible for maintaining the confidentiality of the password and username of your Client Account and for all activities that occur under the Client Account, including if made on whom on your behalf. Unauthorized access or use of the Client Account or Services must be immediately reported to the Company. You may not assign or transfer your rights or delegate your duties under the Client Account, including your user name and password, without the prior written consent of the Company.

1.2

The Company will store, process and use the information you provide in the course of registration pursuant to our privacy policy. We may use your email provided to us during your registration for the purpose of sending you marketing messages and materials (in addition to operational notifications).

Scope of Service

2.1

Apptimizer provides its Clients with a service intended to assist in promoting and boosting its Clients' mobile applications ("App") in Apple’s App store ("App Store") and Google's Play Store ("Play Store"), for the purpose of increasing installs, ratings or reviews of the App, listed on its Account (the “Service(s)").

2.2

Following registration, the Client shall be able manage and purchase campaigns through the Client's Account and dashboard available therein, including choosing the applicable Apps, type of campaign, GEO's, installs, ratings, reviews, budget, etc. ("Campaign"). Furthermore, the Client will be able to view the Campaign's reporting and performance, receive invoices, etc.

2.3

Orders containing ratings and/or reviews may take up to 30 days to complete, starting the date they were originally ordered for ("ratings/reviews completion period"). A rating and/or review deleted from the app store within the ratings/reviews completion period, will be resubmitted by Apptimizer for no additional charge. A rating and/or review removed from the app store later than their ratings/reviews completion period will not be eligible for resubmission.

Intellectual Property Rights

3.1

The Intellectual Property Rights and all other rights, title and interest of any nature in and to the App are and shall remain the exclusive property of the Client. The Intellectual Property Rights and all other rights, title and interest of any nature in and to the Services or any related documentation made available by or on behalf of Apptimizer hereunder (including all modifications, enhancements, upgrades, customizations and derivative works thereof) are and shall remain the exclusive property of Apptimizer and its licensors. For the purpose of this Agreement “Intellectual Property Rights” shall mean all intellectual property rights of every kind and description, including without limitation: (a) rights in or to trademarks and service marks (whether or not registered), trade names and other designations of source of origin, together with all goodwill related to the foregoing; (b) patents and patent applications; (c) rights in or to copyrights; whether or not registered; (d) rights in or to trade secrets and confidential information, including without limitation know-how, technology methods, ideas and inventions; (e) rights in software and computer code (whether in source code, object code or any other form) and (f) all applications and registrations of any of the foregoing.

3.2

If Apptimizer receives any feedback (e.g., questions, comments, suggestions etc.) regarding any of the Services (“Feedback”), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Apptimizer and, to the extent required by applicable law, the Client hereby irrevocably transfers and assigns to Apptimizer all Intellectual Property Rights Client has in such Feedback and waives any and all moral rights that it may have in respect thereto. Nothing in this Agreement shall be construed as transferring any right, title or interest to you or any third party, unless explicitly stated hereunder. The provisions of this section shall remain in full force and effect after the termination or expiration of these Terms.

Representations and Warranties

4.1

Each of the parties represent and warrant that: (a) these Terms constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms; and (b) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under these Terms.

4.2

The Client represents, acknowledges and warrants that the Client is the owner of each App or it is legally authorized to act on behalf of the owner of the App for the purposes of the Services, and subject to these Terms

Reporting and Considerations

5.1

In consideration for the Services, the relevant fees to be paid in connection thereof (“Consideration”) shall be calculated on a Cost Per Install basis ("CPI") and paid in accordance with the type of Campaign chosen by the Client through the Client Account, and in general, the applicable GEO's, CPI rate, number of installs, etc.

5.2

The Considerations shall be calculated based on Company's reports and tracking, which shall prevail over any contrary data displayed or accessible by you and shall be final and binding. The Client acknowledges that there may be up to twenty percent (20%) discrepancy between the number of installations reported by Apptimizer and the number of installations listed in the App Store and in such event, the Client shall not have a claim in this regard and shall not be entitled to a refund. In the event the Client claims that there is a discrepancy that is greater than twenty percent (20%), the Client must provide Apptimizer with access to its Sales and Trends settings in the Client's App Store developer account to allow Apptimizer to confirm the installation data and make adjustments to the Campaign as necessary. The Client further acknowledges and understands that the measurement of the number of installations needed for comparison purposes will solely be based on the number of installations listed in the App Store and no third party system will be used to determine the number of installations of the App.

5.3

All fees due are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including without limitation VAT) (collectively, “Taxes”). To the extent required by applicable law, VAT shall be added to all Consideration.

5.4

Without derogating from the foregoing, the Company reserves the right to change the CPI rates or additional charges, from time to time, without notice, effective for any Campaigns purchased as of publication.

Term, Termination and Renewal

6.1

These Terms will commence on the date of the opening of the Client Account, and will continue until the completion of the applicable Campaign, as reported by Apptimizer, subject to these Terms (“Term").

6.2

The Client may terminate each Campaign and/or these Terms by providing a 24 hours prior written notice ("Termination Date"). In the event pf termination of an applicable Campaign, the Client shall be entitled to a refund, that shall be calculated by Apptimizer according the Consideration actually paid by the Client, minus (x) the installations reported by Apptimizer until the Termination Date; and (y) fifteen percent (15%) cancellation fees. In the event you wish to close your Client Account, please contact us at: [email protected] and submit your request.

6.3

Apptimizer may terminated each Campaign and/or these Terms at any time upon a notice. In the event of termination by Apptimizer with no cause, the Client shall be entitled to a refund, that shall be calculated by Apptimizer according the Consideration actually paid by the Client minus the installations reported by Apptimizer until the Termination Date. Furthermore, Apptimizer shall be entitled to immediately suspend or terminated a Campaign or these Terms, including blocking the Client Account, in the event Apptimizer determines, at its sole and reasonable discretion, the Client has breached these Terms, without liability to the Client, including for any loss of data, and In such event the Client shall not be entitled for a refund.

6.4

All sections of this Agreement which by their nature are intended to survive termination, will survive the termination or expiration of the Agreement, for any reason.

Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS-IS" AND “AS-AVAILABLE” BASIS. Apptimizer MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT, INCLUDING REGARDING THE APP STORE'S POLICIES, OR THOSE ARISING IN THE COURSE OF OR CONNECTED TO ITS PERFORMANCE HEREUNDER, AND DISCLAIMS ANY SUCH WARRANTIES REGARDING THE SERVICES AND THE METHOD USED IN CONNECTION WITH THE SERVICES. IN ADDITION, Apptimizer DOES NOT WARRANT THAT THE CLIENT WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM ITS USE OF THE SERVICE OR THAT THE RESULTS OF THE SERVICES WILL BE MAINTAINED FOLLOWING COMPLETION OF THE SERVICES. THE CLIENT'S USE OF THE SERVICE IS ENTIRELY AT ITS OWN RISK AND THE CLIENT'S RESPONSIBILITY, AND THE CLIENT SHALL NOT HAVE ANY CLAIMS AGAINST Apptimizer REGARDING ANY DAMAGES ARISING OUT OF ITS USE OF THE SERVICES AND THE METHOD CHOSEN BY THE CLIENT TO PROVIDE THE SERVICES.

Limitation of Liability

IN NO EVENT WILL Apptimizer OR ITS SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNEES (COLLECTIVELY, “COMPANY GROUP”) BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY DAMAGES ASSOCIATED WITH THE USE OR INABILITY TO USE THE SERVICE OR ANY PART THEREOF, ANY DAMAGES WITH RESPECT TO THE TARGET APPLICATION, LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, SYSTEM FAILURE OR COSTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICE OR ANY PART THEREIN AND INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, UNDER ANY THEORY OF LIABILITY, INCLUDING FOR CONTRACT OR TORT (INCLUDING PRODUCT LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THE COMPANY GROUP WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. Apptimizer WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED BY THE CLIENT, A USER OR ANY OTHER PERSON AS A RESULT OR IN CONNECTION WITH THE SERVICES. THE CLIENT’S USE OF THE SERVICES IS ENTIRELY AT ITS OWN RISK. WITHOUT DEROGATING FROM THE FOREGOING, Apptimizer’S MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES ARISING UNDER THE AGREEMENT WILL BE LIMITED TO HALF OF THE AMOUNT OF THE CONSIDERATION ACTUALLY PAID BY THE CLIENT FOR THE CAMPAIGN RELATED TO THE APPLICABLE CLAIM.

Confidentiality

In the context of the relationship under this Agreement, either party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). The Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that Receiving Party can show: (i) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information: (ii) was received by Receiving Party from any third party without restrictions; (iii) is publicly and generally available, free of confidentiality restrictions; or (iv) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees and contractors with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. The non-disclosure and non-use obligations set forth in this Section 9 shall survive the termination or expiration of this Agreement for a period of 3 years.

Amendments

The Company reserves the right to modify, correct, or amend these Terms at any time. The most current version of these Terms will always be posted and any changes will be indicated under the “Last Updated” date above. It is your responsibility to ensure that you are familiar with the most current version of these Terms. Your continued use of the Services following an updated version of these Terms was posted, shall constitute your express agreement to be bound by the updated terms. In the event that, subject to the Company’s sole discretion, substantial changes were made, the Company may send or otherwise post an applicable notification.

Miscellaneous

11.1

Dispute Resolution This Agreement is governed by and construed in accordance with the laws of a State selected solely by Apptimizer ("Selected State"), without giving effect to its conflict of laws provision. Any dispute arising in connection to the Agreement shall be brought exclusively before the applicable courts in a city selected be Apptimizer within the Selected State and both parties hereby consent to such jurisdiction and venue.

11.2

Assignment The Client may not assign any of its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, and any attempt to do so shall be deemed void or a material breach of this Agreement.

11.3

Force Majeure Neither party shall be liable hereunder for any failure or delay in the performance of its obligations hereunder due to any condition beyond its reasonable control, including without limitation to, strikes, shortages, riots, insurrections, fires, floods, storms, explosions, earthquakes, Internet outages, acts of God, a pandemic, war or a governmental action.

11.4

Relationship of the Parties The parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other, nor shall either party have any right or authority to create any obligation on behalf of the other party.

11.5

Severability If any provision of the Agreement is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise unenforceable, such provision shall be interpreted so as to best accomplish its intended objectives and the remaining provisions will not be affected and will continue to be in full force and effect.

11.6

Waiver No failure or delay on the part of any party hereto in exercising any right, power or remedy thereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which it is given.

11.7

Conflict In the event of a conflict between the provisions of these Terms and any other agreement between the parties related to a Campaign, the provisions of these Terms shall prevail.