Appreciate® AppOffers Advertisers Privacy Policy & Terms and Conditions

Last updated July 25, 2021

Mobile Bidder Services Agreement

This Mobile Services Agreement (the “Agreement”)
constitutes the terms and conditions for your engagement with Triapodi. The
term “You” or “Your” shall mean any
entity identified in Your Account and/or any Affiliate/s (as such term is
defined below) of Yours, any entity and/or agency, network or any other
third party on behalf of which You are acting and/or any third party which
is represented by You and/or any third party whose Content, or any part
thereof, is hereby provided by You in accordance with the terms of this

The term “Triapodi” shall mean either (i) Triapodi Inc.
(in case that You are a US person or entity); or (ii) Triapodi Ltd. (in all
other cases)

By clicking a box that states that You accept or agree to these Terms and
Conditions, You signify Your agreement to this Agreement. If You do not
agree to these Terms and Conditions, You may not open an Account (as such
term is defined below), use the Bidder (as defined below) and/or provide
and make available Content (as defined below) through the Bidder or
otherwise to Triapodi. A reference to “Triapodi” in
Section 2 below shall include a reference to any third party acting on
Triapodi Inc. (or Triapodi Ltd. – as the case may be)’s behalf or any third
party promoting the Content or from which You purchase ad inventory through
the Bidder.

1. Definitions

(a) Account. “Account” shall mean the account to be
opened on Triapodi’s site in accordance with the terms therein, as such
terms may be amended from time to time. In order to open such an account,
You must register and create a unique, password protected account, all as
provided in Section 2 (i) below

(b) Affiliates. “Affiliates” means any person or
entity Controlling, Controlled (as such terms are defined herein) by, or
under common Control with a specified entity. For purposes of the
definition of an Affiliate, “Control” and its derivative forms,
“Controlling” and “Controlled by” shall mean, with regard to an entity, the
legal, beneficial, or equitable ownership, directly or indirectly, of fifty
percent (50%) or more of the outstanding equity or capital stock (or other
ownership interest) of such entity ordinarily having actual voting rights
or the equivalent right under contract to control management decisions.

(c) Bidder. “Bidder” means Triapodi Ltd.’s RTB
platform, which enables You to: (i) search for, bid and/or purchase ad
inventory; (ii) store and catalogue Your display ads; (iii) serve ads; and
(iv) track the results of Your campaigns which were purchased through the

(d) Content. “Content” means ads uploaded by You
(or by Triapodi on Your behalf) to the Bidder.

(e) Services. “Services” means all services made
available by Triapodi to You, including but not limited to the Bidder.

(f) Proprietary Information. “ Proprietary Information” shall mean: (i) the terms and
conditions on which the Services are provided to You; and (ii) any and all
other information, materials, and products relating to the activities and
business of either of the parties hereto and/or its Affiliates (the ” Disclosing Party“), all whether in oral, written, graphic,
or machine-readable form, or in any other form, including, without
limitation, reports, concepts, techniques, processes, methods, systems,
designs, drawings, photographs, models, prototypes, computer programs,
research materials, formulas, development or experimental work, work in
progress, mask work, inventions, cost data, marketing plans, product plans,
business strategies, financial information, forecasts, personnel
information and customer or supplier, provided that same were (A) marked by
the Disclosing Party as confidential if disclosed in writing or
electronically, (B) if orally or visually disclosed, identified as
confidential at the time of disclosure and summarized in writing by the
Disclosing Party and transmitted to the other party (the ” Recipient“) within thirty (30) days after such disclosure,
or (C) should be reasonably understood by Recipient to be confidential
information of the Disclosing Party. Notwithstanding the aforesaid,
information shall not be deemed Proprietary Information, for purposes of
this Agreement, if: (A) such information is in the public domain at the
time of disclosure, or subsequently becomes part of the public domain,
through no breach of Recipient of its obligations hereunder; or (B) such
information is received by Recipient from a third party exempt from
confidentiality undertakings; or (C) such information was in the possession
of Recipient at the time of disclosure; or (D) is independently developed
by the Recipient without reference or reliance upon the proprietary
information; or (E) if Recipient is compelled by court or government action
pursuant to applicable law to disclose any Proprietary Information,
provided, however, that to the extent permitted by law, Recipient shall
give the Disclosing Party prompt notice thereof.

2. Mobile Bidder Services

(a) General. Following Your acceptance of these terms and
Conditions, Triapodi shall consider, at its own and sole discretion,
whether to make available and Account for your and to provide the Services
or not. For the avoidance of doubt, Your acceptance of these Terms and
Conditions does neither guarantee that Triapodi will make an Account (as
defined below) available for You and/or that Triapodi will provide You with
the Services described below, nor commits Triapodi to provide You with any

(b) Only following Your acceptance to these terms and Conditions Triapodi
will verified the details provided by You. Once Triapodi confirms you as a
client, at its own and sole discretion, Triapodi shall make the Bidder
available to You and You shall purchase ad inventory and upload Content
through the Bidder, all in accordance with the terms herein.

(c) By bidding on ad inventories through the Bidder, You are making an
offer to purchase such ad inventory and, once such offer is accepted, You
have purchased such inventory and any such purchase is non-cancellable.

(d) Your Representations, Warranties and Covenants.

(I) You are aware that the upload and disclosure of the Content through the
Bidder is an integral element of the Services and expressly consent to
Triapodi’s activities under this Agreement in accordance with Triapodi’s
Privacy Policies as provided in Triapodi Ltd.’s site and as such privacy
policies may be amended from time to time. You further represent that the
Content is, at all times, lawfully offered by You to Triapodi and/or
through the Bidder to users, all in compliance with Your privacy policy and
subject to Your own applicable legal and/or contractual requirements, and
the provision of the Content by You to Triapodi and the subsequent
delivery, promotion and offer thereof to users through the Bidder do not
and will not, in any way violate, infringe upon or misappropriate rights,
including, without limitation, any contractual, employment, privacy and/or
personal identifiable data, intellectual property or proprietary rights or
rights of authorship and/or any other rights related to any third party,
Your privacy or the privacy of any third party. You hereby acknowledge that
You shall have sole responsibility for the legality, reliability,
integrity, accuracy and quality of the Content.

(II) By using the Services, You grant to Triapodi and its affiliates and
suppliers, the following: (A) a non-exclusive, royalty-free, transferable
right to use, display, perform, reproduce, distribute, publish, modify,
adapt, and translate the Content, solely in the manner and for the purposes
for which the Services are used from time to time; (B) a non-exclusive,
royalty-free, transferrable, irrevocable right to collect, use and modify
any data related to the Content; and (C) a non-exclusive, royalty-free,
transferrable, irrevocable right to use Your name, logo and Content on each
of their respective websites and promotional materials.

(III) You are aware that as a condition of the access to the Mobile Bidder
Service, You expressly agree that Triapodi has the right to retain
information regarding the Content, including in connection with its upload
by You, Your usage of the Bidder and its performance and ad inventory
purchases made by You (the “Information“) and to use the Information in order to improve
the overall quality of its services. Furthermore, Triapodi may share the
Information or any part thereof with third parties if it believes in good
faith that such disclosure will either (a) facilitate compliance with any
law regulation or any requirement of any governmental authority, including,
for example, compliance with a court order or subpoena, or (b) protect the
safety or security of any person or property, including without limitation
Triapodi. Triapodi may also disclose the Information or any part thereof
upon a transfer or sale to another entity of all or substantially all of
Triapodi’s stock or assets. In such events, Triapodi will use commercially
reasonable efforts to prevent such third parties from disclosing the

(IV) You grant Triapodi a permission to identify You as a customer,
including by using Your name, trade name and trademark (if applicable), and
generally describing Your business in their marketing materials and

(V) You hereby represent that the retention of the Services, as well as the
performance of Your respective undertakings under this Agreement and the
consummation of the transactions contemplated thereby have been duly
authorized by all requisite corporate action on Your part and shall not
result in a breach of, or constitute a default under, any formation or
organization documentation, by-laws or agreement to which You are a party
or that is otherwise applicable to You. You further represent that You have
all requisite [corporate] power and authority to enter into, and fully
perform pursuant to, the Agreement.

(VI) You may use any data provided to you by Triapodi in the course the
Services solely for the purposes of tracking the results of Your campaigns
which were purchased through the Bidder. Without derogating from the
generality of the above: (A) you may not use such data (whether as a sole
source and/or in connection with any data otherwise available to you) in
order to create derivative data sets, such as, but not limited to, users’
profiles; (B) you shall post in your website a privacy policy which will
comply with all applicable laws, rules and regulations; and (C) you shall
accurately disclose any use of data collected and/or received by you.

(VII) You hereby agree to receive newsletters, communications and/or
updates regarding Triapodi’s Services that might be sent from time to time
by Triapodi to Client’s Account and/or Client’s email address.

(e) Restricted Content. You acknowledge that the following types of
content are strictly forbidden: (i) violence; (ii) advocacy against any
protected group (e.g., racial or ethnic origin, sexual orientation/gender
identity, age, disability, sex, religion, color, national origin, or
veteran status); (iii) pornography, pedophilia, incest, bestiality or child
pornography; (iv) illicit drugs and/or drug paraphernalia; (v) sales of
weapons or ammunition (e.g., firearms, fighting knives, stun guns, etc.);
(vi) sales of hard liqueur; (vii) sales of tobacco or tobacco-related
products; (viii) sales of prescription drugs; (ix) sales of products that
are replicas or imitations of designer goods; (x) sales or distribution of
term papers or student essays; (xi) content protected by copyright law or
any other type of intellectual property protection unless the holder of the
necessary legal rights to display and license that content has provided its
prior consent; (xii) any other content that is illegal, promotes illegal
activity, or infringes on the legal rights of others; and (xiii) any
content that violates the policies of the operating platform (e.g. Android
or iOS content policies).

(f) Content Upload and Adequacy of Purchased Inventory. You bear the
sole and entire responsibility for all aspects of the Content, its
classification and for the selection and purchase of ad inventory and/or
any and all intellectual property rights associated therewith. For the
avoidance of doubt, the selection of Content and the selection of the
appropriate ad inventory for such Content are at Your sole responsibility;
provided, however, that Triapodi may review the Content and/or live ads to
ensure on-going compliance with submission requirements. Triapodi reserves
the right to remove any Content that it believes is non-compliant with its
ad eligibility requirements, or for any other reason. In addition to
removing any Content, Triapodi may also suspend and/or delete Your Account.

(g) All Content to be uploaded by You to the Bidder must comply with the
following, at Your sole and entire responsibility: (i) Triapodi’s technical
requirements; (ii) the applicable rules of the website publisher upon whose
site You want the Content to be served (which define the kind of ads that
the publisher deems permissible, and are updated from time to time); (iii)
any Content quality guidelines or policies that Triapodi implements,
including but not limited to Your ads and/or landing pages to which the
Content clicks-through; (iv) the applicable laws in the United States of
America, Israel, Your country of incorporation and/or residence and any
country where Your Content is served. You hereby acknowledge that some or
all of the above requirements may change over time and therefore You are
strongly advised to review each requirement’s status on a regular basis to
ensure the on-going compliance. Without derogating from the aforesaid
provisions concerning Your exclusive liability for Your Content, if You are
uncertain as to whether its Content or any part thereof meet the
publisher’s guidelines, You are advised to contact a Triapodi’s
representative prior to uploading any Content in order to avoid
interruptions, penalties, account suspension or closure.

(h) You are solely responsible for all Content uploaded by You or by any
third party on Your behalf and/or through Your Account. Triapodi is not
liable for any loss or damage that the Content may cause to You or others.
You represent to Triapodi that You have all rights and permissions
necessary to traffic Your Content using the Services.

(i) You must backup, and maintain offline copies of all Content uploaded to
the Account and/or to the Bidder and Triapodi is not liable to You or to
any third party for the deletion of or damage to any Content.

(j) The Account.

(I) In order to perceive the Services, You shall maintain the Account and
shall be responsible for safeguarding and maintaining the confidentiality
of the password of Your Account. You shall remain exclusively and fully
responsible for any and all actions taken under Your Account except for any
action taken by Triapodi. You shall immediately notify Triapodi of any
unauthorized use of Your Account. You are responsible for keeping Your
Account’s information current, complete and accurate and Triapodi will have
no responsibility or liability, directly or indirectly, for any failure to
deliver any notice as a result of inaccurate information uploaded by You,
or any third party on Your behalf, to Your Account. Your Account shall be
subject to the terms and conditions of this Agreement.

(II) Triapodi shall keep Your Account safe and secured in accordance with
generally industry standards. However, as no method of electronic storage
over the internet is 100% secure, Triapodi cannot guarantee the absolute
security of Your Account.

(k) Limited Trademark License. Triapodi Ltd. hereby grants You a
limited, world-wide, royalty-free, non-exclusive license to use any of
Triapodi Ltd.’s trademarks or service marks solely to the extent necessary
to promote and/or make reference to the Services in accordance with the
terms of this Agreement. You shall comply with all requests of Triapodi
with respect to usage of Triapodi’s marks.

(l) Tracking of ad inventory purchases and results of Your campaigns
. The information regarding ad inventory purchases and results of Your
campaigns (each a “Tracking Report“) shall be provided to
You through the Account at the end of each calendar month and shall be
based on the data collected by Triapodi’s platforms, including the Bidder.
The Service Fees shall be calculated based on records maintained by
Triapodi as shown in the Tracking Reports.

3. Fees and Payment Terms

(a) Inventory Purchase and Services Fees. You shall pay Triapodi a
fee in the amount provided in Your Account for each ad inventory purchased
through the Bidder (collectively: the “Services Fees“).

All fees and payments in connection with this Agreement, including but not
limited to the Service Fees, are denominated in USD (United States Dollars)
and all payments and wire transfers shall be done in the aforementioned

(b) Budget. Subject to Paragraph (C) below, Prior to the acquisition
of any ad inventory as part of the provision of the Services by Triapodi,
You shall transfer to Triapodi. the amount to be spent on ad inventory
purchases, including the Services Fees (the “Budget“).
Triapodi shall automatically debit from the Budget any Service Fees and/or
any other payment due for ad inventory purchase made by You or by anyone on
Your behalf through the Bidder. For the avoidance of doubt, the Bidder will
not allow You to make any inventory purchase that, together with the
Services Fees related to such ad inventory purchase, will exceed Your
Budget amount, as such shall be at the time of each purchase.

(c) Minimum Spend Commitment. Advertiser acknowledges and agrees that in the event this IO is terminated, paused or otherwise suspended by Advertiser, a minimum amount of $5,000 will nevertheless be billed by Media Company.

(d) Deferred Payment. Subject to Triapodi’s prior written
approval, and as per Triapodi’s sole discretion, Triapodi may bill You on a
monthly basis , in which case any amounts so billed by Triapodi shall be
due and payable within 30 (thirty) days from the issuance of Triapodi’s
respective invoice. Without derogating from any other rights and/or
remedies otherwise available to Triapodi, any amount due which is not paid
during such 30 (thirty) days period shall bear interest at the rate which
is equal to the lower of 1.5% (one percent and a half) per month or the
highest legally permitted interest rate, compounded monthly.

(e) Methods of Payment. The Budget shall be paid either: (i) by wire
transferring the amount to the Bank Account (as defined below); or (ii)
where the amount due is smaller than US$ 500 – You may pay through PayPal.

(f) Ad inventory purchases as provided in the Tracking Reports are
calculated using Triapodi’s statistics and data. If these differ from any
other statistics or data, Triapodi’s measurements will prevail. If You
dispute any invoice issued in connection with this Agreement, You must
notify Triapodi in writing within thirty (30) days of receipt of any such
invoice. Failure to so notify Triapodi shall result in the waiver by You of
any claims related to such invoice.

(g) Triapodi shall not be responsible for any taxes, levies, or duties,
however described or denominated, arising out of or in connection with this
Agreement or the Services. All taxes shall be separately itemized on each
invoice, indicating the tax and the charges against which such tax was
calculated. If so requested by Triapodi, You shall provide documentation
supporting the collection of any expense, tax or duty, Your right to
collect it and proof that appropriate taxes were paid. In no event shall
Triapodi pay any taxes in respect of Your net income or property.

(h) Triapodi Payment Information. In case of payment via wire
transfer, You shall wire the payment due to the following account (the ” Bank Account“):

(A) Where Your Agreement is with Triapodi Ltd., the details of the Bank
Account are as follows:

Triapodi Ltd.

Bank Leumi Le-Israel BM

Herzeliya Business Branch 864

11 Galgalei Haplada St., Herzeliya Pituach

ACCOUNT# 427100/45


ROUTING: //IL010864

IBAN: IL630108640000042710045

(B) Where Your Agreement is with Triapodi Inc., the details of the Bank
Account are as follows

Triapodi Inc.

Bank Leumi USA

Palo Alto Branch

2000 University Ave., Suite 605, Palo Alto, CA 94303

ACCOUNT# 3014436100


ROUTING: 026002794

(C) In case of payment via PayPal the details of Triapodi’s PayPal account
are as follows:

(i) Except as expressly set forth in this Section 3, neither party to this
Agreement shall be entitled to demand, collect and/or receive from the
other party any compensation, payment of fees or charges, or reimbursement
of expenses in connection with the subject matter hereof.

4. Term and Termination

(a) Term. This Agreement shall commence on the Effective Date and
shall continue until the first anniversary of the aforementioned date (the
Initial Term”). Thereafter, at the end of the then
current term, this Agreement shall automatically renew for additional one
(1) year terms, unless either party provides the other with written notice
at least sixty (60) days prior to the expiration
of the then current term of its decision not to renew. The Initial Term and
all subsequent year-to-year renewal terms shall be referred to collectively
as the “Term”.

(b) Termination. Either party shall have the right to terminate this
Agreement: (i) immediately, if the other party has committed a material
breach of its obligations under this Agreement; and/or (ii) upon the
institution of bankruptcy or insolvency proceedings by or against the other
party. You hereby acknowledge that if You are dissatisfied with any aspect
of the Services or with Triapodi’s performance, at any time, Your sole
remedy is to cease using same. Furthermore, upon termination of the
Agreement and/or any cessation of the provision of the Services and/or
following any written request by Triapodi, You will immediately delete
and/or uninstall all material related to the Services, all referrals,
linkage, embedding and/or any other access to the Bidder on Your
engine/site/service/application and/or all copies thereof, if any.

(c) Deletion of Your Account for breach. If You breach any of the
terms of this Agreement, Triapodi may suspend or delete Your Account. If
Triapodi deletes Your Account for breach of the terms of this Agreement,
any Services Fee generated before such deletion shall remain due and
outstanding and You shall pay Triapodi Ltd. the applicable outstanding
Service within fifteen (15) days of the end of the month on which the
deletion occurred. If Your Account is suspended or deleted, Your right to
access the Services shall terminate immediately. In such case, You must
immediately destroy all copies of downloaded materials in Your possession
or control, and immediately cease accessing the Services and/or the Bidder.


Refund of available Budget in case of termination or deletion of the

. If this Agreement is terminated and/or Your Account is deleted, You may
request by written notice that Triapodi will refund the unused Budget in
Your Account (after deduction of transfer fees) to the same credit card You
used to transfer the Budget within thirty (30) days, in which case Triapodi
may set off any amounts due to it from You in connection with this

5. Proprietary Rights and Indemnification

(a) Generally. Each party (an “Indemnifying Party”)
shall defend, indemnify and hold harmless the other party (an “ Indemnified Party”) from and against any third party
action, claim or suit brought against the Indemnified Party arising out of
any allegation of (i) breach by the Indemnifying Party of its obligations
hereunder or (ii) any gross negligence or willful misconduct of the
Indemnifying Party. Each Indemnified Party shall (a) promptly notify the
Indemnifying Party of any third party claim subject to indemnification
hereunder, (b) give the Indemnifying Party the right to control and direct
the preparation, defense and settlement of any such claim and (c) extend
full cooperation to the Indemnifying Party for the defense of same. The
Indemnified Party may participate in such defense at such party’s own
expense. The Indemnifying Party is not liable for any amounts paid in
settlement of any claim or litigation covered by this Paragraph if such
settlement is effected without the prior written consent of the
Indemnifying Party, which consent shall not be unreasonably withheld or

(b) Intellectual Property. Subject to the foregoing, You shall
indemnify and hold Triapodi harmless against any third party claims for
damages, costs and expenses, including reasonable attorneys’ fees and court
awards arising from the infringement by the Content or any part of it, or
by Triapodi if such infringement derives in any way from the Content or any
part of it, of any intellectual property right of any third party. If any
Content becomes, or if You reasonably believe it may become, the subject of
any claim for infringement or is adjudicatively determined to infringe,
then You shall, at Your expense and in addition to Your undertakings and
Triapodi’s rights pursuant to Sections 4 (b) and 5 above, immediately
remove the infringing or potentially infringing Content, so that the
Services do not infringe any third party intellectual property rights.

(c) Nothing in the Agreement shall be deemed as granting to any party to
this Agreement any other rights, warranty or license by implication or
otherwise under any patent, copyright, know-how or design rights, or other
form of protection of industrial or intellectual property of the other
party, except as expressly otherwise provided in this Agreement.
Notwithstanding anything to the contrary herein, the parties herein agree
that, to the fullest extent legally possible, all right, title and interest
in any relevant worldwide patent rights (including patent applications and
disclosures), copyright, mask work rights, trade secret rights, know-how,
and any and all other intellectual property or proprietary rights,
including, without limitation, all work products, artworks, deliverables,
and any by-products of either party to this Agreement (and/or any of its
employees, subcontractors or agents) will remain such party’s exclusive
property during and after the term of this Agreement and the other party
shall retain and have no rights therein whatsoever but for those expressly
provided herein.

6. Disclaimers

(a) Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN,

(b) With respect to the Services, and to the fullest extent permitted by
law, Triapodi disclaims all guarantees regarding positioning, levels,
quality or timing of: (i) cost per impression; (ii) click-through rates;
(iii) availability, quantity or delivery of impressions; (iv) any user
actions related to Your Content; (v) conversions; (vi) accuracy of data;
and (vii) the adjacency or placement of ads. Furthermore, Triapodi makes no
representations regarding revenue, the performance of Your advertising
campaigns, or any other anticipated benefits related to Your access of the
Services, or that the Services are suitable for Your intended purposes.

(c) Triapodi will use commercially reasonable efforts to provide the
Services on an on-going basis. You acknowledge and agree, however, that for
a number of reasons, the Services may be inaccessible, unavailable or
inoperable from time to time. This may be the result of: (i) periodic
maintenance or repairs; (ii) equipment malfunctions; (iii) network attacks
or other hostile actions; or, (iv) other reasons beyond Triapodi’s control.
These circumstances, or others, may affect the availability of the Services
and availability is not guaranteed.

(d) The parties hereto acknowledge that the internet is an inherently
insecure medium and the transmission of data over the internet (such as
sending an email or logging onto a website) is subject to possible loss,
interception or alteration while in transit. Accordingly, Triapodi does not
assume any liability for any damage You may experience or costs You may
incur as a result of any loss, interception or alteration of transmissions
over the internet.

(e) Disclaimer of Consequential Damages. NEITHER PARTY HAS ANY

(f) Limitation of Liability. EXCEPT FOR (i) ANY CLAIMS FOR

7. Confidentiality and GDPR

(a) Except as otherwise expressly provided in this Agreement, all
Proprietary Information disclosed under and/or in connection with this
Agreement and all physical or electronic embodiments thereof, are
confidential to and are and will remain the sole and exclusive property of
Disclosing Party and shall not be used or disclosed by Recipient except as
necessary to perform this Agreement or as agreed upon in writing by the
Disclosing Party, provided that any disclosure will be made only in
accordance with the provisions of this Agreement. You further agree that
unless expressly provided otherwise, no right, title, license or ownership
is granted with regard to any programming, material, data, code, tool or
any other work incidental to the Services and/or the Bidder itself,
including all source code and materials provided by Triapodi (if and to the
extent provided) and/or embedded in Your
Content/engine/site/service/application, which shall be owned solely,
completely and exclusively by Triapodi.

(b) Each party shall implement and maintain those operational, technical,
and organizational security measures at least as stringent as those
utilized to protect its own Proprietary Information and in any case shall
exercise at least a reasonable degree of care in order to protect the
Proprietary Information of the other party, against accidental,
intentional, and/or unlawful destruction, alteration, unauthorized
disclosure, and access.

(c) Disclosure of Proprietary Information by the Recipient may be made only
to employees, agents or independent contractors of the Recipient who have a
specific need to know such information for the purpose of exercising
Recipient’s rights under this Agreement (each, a ” Representative“), and provided that such Representatives
are bound by written confidentiality and non-use undertakings towards
Recipient which are at least as restrictive as those in this Agreement.

(d) The covenants of confidentiality and non-use set forth herein will
apply after the Effective Date to any Proprietary Information disclosed by
either party to the other and will continue and be maintained by the
parties for a period of five (5) years after the termination of this

(e) Without derogating from the aforesaid provisions, where the Services
include provision of personal data (as such term is defined in the EU
General Data Protection Regulation 2016/679 (the “GDPR”)
relating to natural persons residing in the European Economic Erea (EEA)
the provisions of the Data Processing Agreement, attached hereto as Exhibit
A shall be deemed as part of this Agreement.

8. General

(a) Compliance with Laws. Each party is responsible for complying
with all laws and regulations applicable to its obligations hereunder,
including but not limited to any privacy laws and any laws concerning
unsolicited commercial e-mails.

(b) Force Majeure. “Force Majeure Event” means any
act or event that (a) prevents a party (the “ Nonperforming Party”) from performing its obligations or
satisfying a condition to the other party’s (the “ Performing Party”) obligations under this Agreement, (b)
is beyond the reasonable control of and not the fault of the Nonperforming
Party, and (c) the Nonperforming Party has not been able, through
commercially reasonable efforts, to avoid or overcome. “ Force Majeure Event” does not include economic hardship,
changes in market conditions, or insufficiency of funds. If a Force Majeure
Event occurs, the Nonperforming Party is excused from the performance
thereby prevented and from satisfying any conditions precedent to the other
party’s performance that cannot be satisfied, in each case to the extent
limited or prevented by the Force Majeure Event. When the Nonperforming
Party is able to resume its performance, or satisfy the conditions
precedent to the other party’s obligations, the Nonperforming Party shall
immediately resume performance under this Agreement. The relief offered by
this Paragraph is the exclusive remedy available to the Performing Party
with respect to a Force Majeure Event.

(c) Approvals. All references to a party having a right of approval
include an implied obligation on the part of the approving party not to
unreasonably withhold or delay its approval.

(d) Severability. The invalidity or unenforceability of any
provision of this Agreement does not affect the validity or enforceability
of any other provisions of this Agreement, and any such invalid or
unenforceable provision is deemed to be severable.

(e) Assignment. Neither party may assign any of its rights under
this Agreement without the prior written consent of the other party, except
that Triapodi may promote the Content through any Affiliate, publisher
and/or third party and that either party may assign this Agreement to an
Affiliate thereof in connection with a change of control transaction,
provided that a prompt written notice of such assignment has been provided
to the other party and that the Affiliate or the acquirer (as the case may
be) has agreed in writing to comply with and be bound by all of the
assignor’s obligations hereunder. Any purported assignment of rights in
violation of this Paragraph is void.

(f) Governing Law; Venue.

(A) Where Your Agreement is with Triapodi Inc., the laws of the State of
Delaware (without giving effect to its conflict of laws principles) govern
all matters arising out of or relating to this Agreement and the
transactions it contemplates, including, without limitation, its
interpretation, construction, performance, and enforcement. The parties
expressly agree that neither the Uniform Computer Information Transactions
Act, or any state’s version thereof, nor the United Nations Convention on
Contracts for the International Sale of Goods apply to this Agreement.
Except as set forth in the following Paragraph, any claims or actions
regarding or arising out of this Agreement must be brought exclusively in
courts of competent jurisdiction in the State of Delaware, and each party
to this Agreement submits to the exclusive jurisdiction of such courts for
the purposes of all legal actions and proceedings arising out of or
relating to this Agreement. Each party waives, to the fullest extent
permitted by law, any objection that it may now or later have to (i) the
venue of any legal action or proceeding arising out of or relating to this
Agreement brought in any competent court in the State of Delaware; and (ii)
any claim that any action or proceeding brought in any such court has been
brought in an inconvenient forum.

(B) Where Your Agreement is with Triapodi Ltd., The laws of the State of
Israel (without giving effect to its conflict of laws principles) govern
all matters arising out of or relating to this Agreement and the
transactions it contemplates, including, without limitation, its
interpretation, construction, performance, and enforcement. The parties
expressly agree that neither the Uniform Computer Information Transactions
Act, or any state’s version thereof, nor the United Nations Convention on
Contracts for the International Sale of Goods apply to this Agreement.
Except as set forth in the following Paragraph, any claims or actions
regarding or arising out of this Agreement must be brought exclusively in a
court of competent jurisdiction sitting in Tel Aviv-Jaffa, Israel, and each
party to this Agreement submits to the exclusive jurisdiction of such
courts for the purposes of all legal actions and proceedings arising out of
or relating to this Agreement. Each party waives, to the fullest extent
permitted by law, any objection that it may now or later have to (i) the
venue of any legal action or proceeding arising out of or relating to this
Agreement brought in any court sitting in Tel Aviv-Jaffa, Israel; and (ii)
any claim that any action or proceeding brought in any such court has been
brought in an inconvenient forum.

(g) Independent Relationship. The relationship between the parties
is that of independent contractors. Nothing in this Agreement shall be
deemed to create an employer/employee, principal/agent, partnership or
joint venture relationship. Neither party shall have the authority to enter
into any contract on behalf of the other party without that party’s express
written consent. Neither party shall make any representation or incur any
obligation in the name of or on behalf of the other party. Nothing in this
Agreement shall be construed as or constitute an appointment of either
party as the agent for the other.

(h) Notices. Each party giving or making any notice, request, demand
or other communication pursuant to this Agreement (each, a “ Notice”) must give the Notice in writing, using one of the
following methods: (i) hand delivery; (ii) first-class registered mail,
with postage prepaid and return receipt requested to the party’s Address;
(iii) nationally recognized overnight courier, with all fees prepaid; (iv)
transmitted by telecopy or facsimile machine; or (v) by email to the email
addresses set below. Notice shall be deemed to have been duly given
pursuant to this Paragraph: (a) on the day of delivery, if delivered by
hand or transmitted by telecopy, facsimile machine or email (provided
however that messages delivered by telecopy, facsimile machine or email
after recipient’s working hours or during any holiday, shall be deemed to
have been given on the next working day after transmission); (b) three (3)
business days after the day sent by registered mail; or (c) on the next
business day after the day sent by nationally recognized overnight carrier.
Notices must be addressed to the parties at the address listed on the first
page of this Agreement, or other address as designated by either party
pursuant to this Paragraph. Except as provided elsewhere in this Agreement,
a Notice is only effective if the party giving the Notice has complied with
this Paragraph.

For the purposes of this Agreement, each parties address (the “Address”)
shall be as follows:

Triapodi Ltd.

16 Aba Even Ave., P.O.B. 12380, Herzliya Pituach 4672534, Israel

E-mail address: [email protected]

Triapodi Inc.

156 2nd Street

San Francisco, CA 94105, USA


E-mail address: [email protected]


The contact details provided in Your registration form or insertion orders.

(i) Entire Agreement. This Agreement constitutes the final and
complete agreement between the parties with respect to the matters
contained herein. All prior and contemporaneous negotiations and agreements
between the parties on the matters contained in this Agreement are
expressly merged into and superseded by this Agreement. The provisions of
this Agreement cannot be explained, waived, amended, supplemented or
qualified through evidence of trade usage, course of dealing, or course of

(j) Amendments. The parties can amend this Agreement only by a
written agreement of the parties that identifies itself as an amendment to
this Agreement.

(k) Survival of Certain Provisions. Each party hereto covenants and
agrees that the provisions in Paragraphs 5, ‎6, 7 and 8 shall survive the
expiration or termination of this Agreement.

9. Google Analytics

We use a tool called “Google Analytics” to collect information about use of
this site. Google Analytics collects information such as how often users
visit this site, what pages they visit when they do so, and what other
sites they used prior to coming to this site. We use the information we get
from Google Analytics only to improve this site. Google Analytics collects
only the IP address assigned to you on the date you visit this site, rather
than your name or other identifying We. This information may be associated
with your account. Although Google Analytics plants a permanent cookie on
your web browser to identify you as a unique user the next time you visit
this site, the cookie cannot be used by anyone but Google. Google’s ability
to use and share information collected by Google Analytics about your
visits to this site is restricted by the Google Analytics Terms of Use (as
amended for government websites) and the Google Privacy Policy.


Exhibit A

Appreciate Data Processing Agreement

This Data Processing Agreement (“DPA”) forms an integral
part of, and is subject to the Mobile Bidder Services Agreement or the
Appreciate® AppOffers Advertisers Privacy Policy & Terms and Conditions
available at

, as the case may be (“Agreement”), entered into by and
between You (as defined under the Agreement) (hereinafter referred to as “Controller”) and T riapodi (as such term is defined in the
Agreement) (hereinafter referred to as “ Processor”). Controller and Processor are hereinafter
jointly referred to as the “Parties” and individually as
the “Party”. Capitalized terms not otherwise defined
herein shall have the meaning given to them in the Agreement.

1. Definitions
. In addition to capitalized terms defined elsewhere in this DPA, the
following terms shall have the meanings set forth opposite each one of

1.1. “Affiliate” means any entity that directly or
indirectly controls, is controlled by, or is under common control with the
subject entity. “Control” for purposes of this definition means direct or
indirect ownership or control of more than 50% of the voting interests of
the subject entity.

1.2. “Applicable Laws” means (a) European Union or Member
State laws with respect to any Controller Personal Data in respect of which
Controller is subject to EU Data Protection Laws; and (b) any other
applicable law with respect to any Controller Personal Data in respect of
which the Controller is subject to any other Data Protection Laws

1.3. “Controller Personal Data” means any
Personal Data Processed by Processor on behalf of Controller pursuant to or
in connection with the Agreement;

1.4. “Data Protection Laws” means EU Data Protection Laws
and, to the extent applicable, the data protection or privacy laws of any
other applicable country including Israel;

1.5. “EU Data Protection Laws” means EU Directive
95/46/EC, as transposed into domestic legislation of each Member State and
as amended, replaced or superseded from time to time, including by the GDPR
and laws implementing or supplementing the GDPR;

1.6. “GDPR” means EU General Data Protection Regulation

1.7. “Restricted Transfer” means (i) a
transfer of Controller Personal Data from Controller to Processor; or (ii)
an onward transfer of Controller Personal Data from a Processor to a Sub
Processor, or between two establishments of Processor, in each case, where
such transfer would be prohibited by Data Protection Laws (or by the terms
of data transfer agreements put in place to address the data transfer
restrictions of Data Protection Laws);

1.8. “Sub Processor” means any person (including any third
party and any Processor Affiliate, but excluding an employee of Processor
or any of its sub-contractors) appointed by or on behalf of Processor or
any Processor Affiliate to Process Personal Data on behalf of the
Controller in connection with the Principal Agreement; and

1.9. The terms, “Commission“, “Controller
“, “Data Subject“, “Member State“, “Personal Data“, “Personal Data Breach“, “Processor“, ” Processing” and “Supervisory Authority
shall have the same meaning as in the GDPR.

2. Processing of Controller Personal Data.

2.1. Processor shall not Process Controller Personal Data other than on the
Controller’s documented reasonable and customary instructions as specified
in the Agreement or in this DPA, unless such Processing is required by
Applicable Laws to which the Processor is subject or as strictly necessary
for the provision of Processor’s services under the Agreement (the ” Services“).

2.2. Controller instructs Processor (and authorizes Processor to instruct
each Sub Processor) to (i) Process Controller Personal Data; and (ii) in
particular, transfer Controller Personal Data to any country or territory,
all as reasonably necessary for the provision of the Services and
consistent with the Agreement and in accordance with Applicable Laws.

2.3. Furthermore, Controller warrants and represents that it is and will
remain duly and effectively authorized to give the instructions set out in
Section 2.1 and any additional instructions as provided pursuant to the
Agreement and/or in connection with the performance thereof, on behalf of
itself and each relevant Controller Affiliate, at all relevant times and at
least for as long as the Agreement is in effect and for any additional
period during which Processor is lawfully processing the Controller
Personal Data.

2.4. Controller hereby sets forth the details of the Processing of
Controller Personal Data, as required by article 28(3) of the GDPR inAnnex 1 ( Details of Processing of Controller Personal Data) hereto.

2.5. Without derogating from the provisions of the Agreement, Controller
(and not Processor) shall be exclusively liable for any excess Controller
Personal Data provided or otherwise made available to Processor or any Sub
Processor in the course of providing Processor’s Services under the
Agreement or under this DPA. Processor’s obligations under the Agreement or
under this DPA shall not apply to any such excess Controller Personal Data.

3. Processor Personnel.
Processor shall take reasonable steps to ensure that access to the
Controller Personal Data is limited on a need to know/access basis, and
that all Processor personnel receiving such access are subject to
confidentiality undertakings or professional or statutory obligations of
confidentiality in connection with their access/use of Controller’s
Personal Data.

4. Security.
Processor shall, in relation to the Controller Personal Data, implement
appropriate technical and organizational measures to ensure an appropriate
level of security, including, as appropriate and applicable, the measures
referred to in Article 32(1) of the GDPR. In assessing the
appropriate level of security, Processor shall take into account the risks
that are presented by Processing, in particular risks emanating from a
Personal Data Breach.

5. Sub Processing.

5.1. Controller authorizes Processor and each Processor Affiliate to
appoint (and permit each Sub Processor appointed in accordance with this
Section ‎5 to appoint) Sub Processors in accordance with this Section ‎5
and subject to any restrictions in the Agreement.

5.2. Processor and each Processor Affiliate may continue to use those
Sub Processors already engaged by Processor or any Processor Affiliate
as of the date of this DPA, including for the purpose of cloud hosting
services by reputable Sub Processors, to the extent necessary to
perform Processor’s obligations under the Agreement. Without derogating
from the aforesaid Processor may also use any Sub Processors whom
Controller requested Processor to use.

5.3. Processor may appoint new Sub Processors and shall give notice of
the appointment of any new Sub Processor (for instance by e-mail),
whether by general or specific reference to such Sub Processor (e.g.,
by name or type of service), including relevant details of the
Processing to be undertaken by the new Sub Processor.

If, within seven (7) days of such notice, Controller notifies Processor in
writing of any objections (on reasonable grounds) to the proposed
appointment, Processor shall not appoint the proposed Sub Processor for the
processing of Controller Personal Data until reasonable steps have been
taken to address the objections raised by Controller, and Controller has
been provided with a reasonable written explanation of the steps taken.
Where such steps are not sufficient to relieve Controller’s reasonable
objections then Controller or Processor may, by written notice to the other
Party, with immediate effect, terminate the Agreement to the extent that it
relates to the Services which require the use of the proposed Sub Processor
without bearing liability for such termination.

5.4. With respect to each new Sub Processor, Processor shall:

5.4.1. before such new Sub Processor first Processes Controller Personal
Data, take reasonable steps (for instance by way of reviewing such new Sub
Processor’s privacy policies as appropriate) to ensure that the new Sub
Processor is committed to provide the level of protection for Controller
Personal Data required by the Agreement and by this DPA; and

5.4.2. ensure that the arrangement between the Processor and the new Sub
Processor is governed by a written contract, including terms which offer
materially similar level of protection for Controller Personal Data as
those set out in this DPA that meet the requirements of Applicable Laws.

6. Data Subject Rights

6.1. Controller shall be solely responsible for compliance with any
statutory obligations concerning requests to exercise Data Subject
rights under Data Protection Laws (e.g., for access, rectification,
deletion of Controller Personal Data, etc.). Taking into account the
nature of the Processing, Processor shall
reasonably endeavour to assist Controller insofar as feasible, to fulfil
Controller’s said obligations with respect to such Data Subject requests,
as applicable, at Controller’s sole expense.

6.2. Processor shall:

6.2.1. promptly notify Controller if it receives a request from a Data
Subject under any Data Protection Law in respect of Controller Personal
Data; and

6.2.2. ensure that it does not respond to that request except on the
documented instructions of Controller or as required by Applicable Laws to
which the Processor is subject, in which case Processor shall, to the
extent permitted by Applicable Laws, inform Controller of that legal
requirement before it responds to the request.

7. Personal Data Breach.

7.1. Processor shall notify Controller without undue delay upon Processor
becoming aware of a Personal Data Breach affecting Controller Personal
Data, in connection with the Processing of such Controller Personal Data by
the Processor or by Processor Affiliates. In such event, Processor shall
provide Controller with information (to the extent in Processor’s
possession) to assist Controller to meet any obligations to inform Data
Subjects or Data Protection authorities of the Personal Data Breach under
the Data Protection Laws.

7.2. At the written request of the Controller, Processor shall
reasonably cooperate with Controller and take such commercially
reasonable steps as are agreed by the parties or necessary under
Privacy Protection Laws to assist in the investigation, mitigation and
remediation of each such Personal Data Breach, at Controller’s sole

8.Data Protection Impact Assessment and Prior Consultation.

8.1. At the written request of the Controller, the Processor and each
Processor Affiliate shall provide reasonable assistance to Controller, at
Controller’s expense, with any data protection impact assessments or prior
consultations with Supervising Authorities or other competent data privacy
authorities, as required under any applicable Data Protection Laws. Such
assistance shall be solely in relation to Processing of Controller Personal
Data by the Processor.

9. Deletion or return of Controller Personal Data.

9.1. Subject to Section
‎9.2, Processor shall, as early as practicable and in any event within up
to sixty (60) days of the date of cessation of any Services involving the
Processing of Controller Personal Data (the ” Cessation Date“), delete or pseudonymize all copies of
those Controller Personal Data, except such copies as authorized including
under this DPA or required to be retained in accordance with applicable law
and/or regulation.

9.2. Subject to the Agreement, Processor may retain Controller Personal
Data to the extent authorized or required by Applicable Laws, provided that
Processor shall ensure the confidentiality of all such Controller Personal
Data and shall ensure that it is only processed for such legal purpose(s).

9.3. Upon Controller’s prior written request, Processor shall provide
written certification to Controller that it has complied with this Section

10. Audit Rights

10.1. Subject to Sections
‎10.2 and ‎10.3, Processor shall make available to a reputable auditor
mandated by Controller in coordination with Processor, upon prior written
request, such information necessary to reasonably demonstrate compliance
with this DPA, and shall allow for audits, including inspections, by such
auditor in relation to the Processing of the Controller Personal Data by
the Processor, provided that such third-party auditor shall be subject to
confidentiality obligations.

10.2. Provisions of information and audits are and shall be at
Controller’s sole expense, and may only arise under Section 10.1 to the
extent that the Agreement does not otherwise give Controller
information and audit rights meeting the relevant requirements of the
applicable Data Protection Laws.

In any event, all audits or inspections shall be subject to the terms of
the Agreement, and to Processor’s obligations to third parties, including
with respect to confidentiality.

10.3. Controller shall give Processor reasonable prior written notice
of any audit or inspection to be conducted under Section 10.1 and shall
use (and ensure that each of its mandated auditors uses) its best
efforts to avoid causing (or, if it cannot avoid, to minimize) any
damage, injury or disruption to the Processors’ premises, equipment,
personnel and business while its personnel are on those premises in the
course of such an audit or inspection. Processor need not give access
to its premises for the purposes of such an audit or inspection:

10.3.1. to any individual unless he or she produces reasonable evidence of
identity and authority;

10.3.2. if Processor was not given a written notice of such audit or
inspection at least 2 weeks in advance;

10.3.3. outside normal business hours at those premises, unless the audit
or inspection needs to be conducted on an emergency basis and Controller
has given notice to Processor that this is the case in advance.

10.3.4. for premises outside the Processor’s control (such as data storage
farms of Processor’s cloud hosting providers);

10.3.5. if more than one (1) audit or inspection, in respect of each
Processor, already took place in the same calendar year, except for any
additional audits or inspections which: Controller reasonably considers necessary because of genuine
concerns as to Processor’s compliance with this DPA; or Controller is required to carry out by Data Protection Law, a
Supervisory Authority or any similar regulatory authority responsible for
the enforcement of Data Protection Laws in any country or territory, where
Controller has identified its concerns or the relevant requirement or
request in its prior written notice to Processor of the audit or

11. General Terms

11.1. Governing Law and Jurisdiction.

11.1.1. The Parties to this DPA hereby submit to the choice of jurisdiction
stipulated in the Agreement with respect to any disputes or claims
howsoever arising under this DPA, including disputes regarding its
existence, validity or termination or the consequences of its nullity; and

11.1.2. This DPA and all non-contractual or other obligations arising out
of or in connection with it are governed by the laws of the country or
territory stipulated for this purpose in the Agreement.

11.2. Order of Precedence. Nothing in this DPA reduces Processor’s obligations under the
Agreement in relation to the protection of Personal Data or permits
Processor to Process (or permit the Processing of) Personal Data in a
manner which is prohibited by the Agreement.

In the event of any conflict or inconsistency between this DPA and the
Agreement, this DPA shall prevail solely with respect to the subject matter
of this DPA and solely if such conflict or inconsistency originate from the
requirements of Article 28 of the GDPR (except where explicitly agreed
otherwise in writing, signed on behalf of the Parties). This DPA is not
intended to, and does not in any way limit or derogate from Controller’s
own obligations and liabilities towards the Processor under the Agreement,
and/or pursuant to the GDPR or any law applicable to Controller, in
connection with the collection, handling and use of Personal Data by
Controller or its Affiliates or other processors or their sub-processors,
including with respect to the transfer or provision or Personal Data to
Processor and/or providing access thereto to Processor.

11.3. Changes in Data Protection Laws.

11.3.1. Controller may by at least forty-five (45) calendar days’ prior written notice to
Processor, request in writing any variations to this DPA if they are
required, as a result of any change in, or decision of a competent
authority under any applicable Data Protection Law, to allow Processing
of those Controller Personal Data to be made (or continue to be made)
without breach of that Data Protection Law; and

11.3.2. If Controller gives notice with respect to its request to modify
this DPA under Section ‎11.3.1: Processor shall make commercially reasonable efforts to
accommodate such modification request, ; and Controller shall not unreasonably withhold or delay agreement to
any consequential variations to this DPA proposed by Processor to protect
the Processor against additional risks, or to indemnify and compensate
Processor for any further steps and costs associated with the variations
made herein.

11.4. If Controller gives notice under Section 11.3.1, the Parties shall
promptly discuss the proposed variations and negotiate in good faith with a
view to agreeing and implementing those or alternative variations designed
to address the requirements identified in Controller’s notice as soon as is
reasonably practicable. In the event that the Parties are unable to reach
such an agreement within 30 days, then Controller or Processor may, by
written notice to the other Party, with immediate effect, terminate the
Agreement to the extent that it relates to the Services which are affected
by the proposed variations (or lack thereof).

11.5. Severability. Should any provision of this DPA be
deemed invalid or unenforceable, then the remainder of this DPA shall
remain valid and in force. The invalid or unenforceable provision shall
either be (i) amended as necessary to ensure its validity and
enforceability, while preserving the Parties’ intentions as closely as
possible or, if this is not possible, (ii) construed in a manner as if the
invalid or unenforceable part had never been contained therein.

Annex 1: Details Of Processing Of Controller Personal Data

This Annex 1 includes certain details of the Processing of Controller Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of Controller Personal Data. The subject matter and duration of the Processing of the Controller Personal Data are set out in the Agreement.

The nature and purpose of the Processing of Controller Personal Data: rendering Services in the nature detailed in the Agreement.

The types of Controller Personal Data to be Processed are as follows:
Advertising ID, IP address and any additional data parameters processed on Controller’s behalf.

The categories of Data Subject to whom the Controller Personal Data relates to are as follows:
Controller’s Data Subjects who are end users of the Controller’s products and services.

The obligations and rights of Controller. The obligations and rights of Controller and Controller Affiliates are set out in the Agreement and this DPA.