Platform Service General Terms and Conditions
PLEASE CAREFULLY READ THE FOLLOWING SUPERSONIC’ PLATFORM™ SERVICE GENERAL TERMS AND CONDITIONS (THE “TERMS & CONDITIONS”) BEFORE USING SUPERSONIC’ PLATFORM™ SERVICE. BY CLICKING THE “I ACCEPT” BUTTON YOU (EITHER INDIVIDUALLY OR ON BEHALF OF THE ENTITY OR COMPANY THAT YOU DULY REPRESENT) ARE ACCEPTING AND AGREEING TO BE UNCONDITIONALLY BOUND BY THE TERMS & CONDITIONS AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. YOUR CONTINUED USE OF THE PLATFORM™ SERVICE SHALL ALSO CONSTITUTE ASSENT TO THE FOREGOING. THE PLATFORM™ SERVICE IS ONLY AVAILABLE TO INDIVIDUALS WHO ARE AT LEAST 18 YEARS OLD OR TO COMPANIES THAT ARE DULY INCORPORATED AND ARE LEGALLY PERMITTED TO CONDUCT BUSINESS, IF YOU DO NOT COMPLY WITH THE FOREGOING REQUIREMENTS AND/OR DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THE TERMS & CONDITIONS, DO NOT CLICK ON THE “I ACCEPT” BUTTON AND CEASE ALL USE OF THE PLATFORM™ SERVICE.
Supersonic Platform Service General Terms and Conditions
The terms and conditions set forth herein (hereinafter the “Terms & Conditions” or “Agreement”) shall apply on the relationship between SupersonicAds Ltd including its affiliates (“Supersonic”) and you (“You”) as the developer/owner/operator of a web or mobile application (the “App”) regarding Your use of Supersonic’s Platform™ service (the “Service”) as further detailed herein.
Supersonic reserves the right to modify and/or change any of the terms and conditions of this Agreement, on a non retroactive basis, at any time and without prior notice, and such changes will become effective upon their publication in the following address: http://developers.supersonicads.com/hc/en-us/articles/200741782. Supersonic will also update the “last updated date” at the end of the Agreement. By continuing to use the Service, You agree to be unconditionally bound by the modified Agreement. If the modified Agreement is not acceptable to You, Your only recourse is to cease using the Service.
- USE OF THE SERVICE
2.1. In order to access and use the Service You are required to complete the registration process and establish a service account. Upon completion of such registration, You shall be granted user name and password to your own service account (the “Service Account”). By opening the Service Account You hereby agree to be responsible for securing your password and log in procedure details. Your use of the Service with respect to the App shall be regulated through your designated Service Account.
2.2. In order to activate the Service, You are required to follow the technical instructions and requirements detailed in the following address:http://developers.supersonicads.com as may be amended from to time by Supersonic at its discretion.
2.3. You hereby grant Supersonic the right to use the App logo’s, trademarks and App’ description as may appear on the applicable application store (i.e. Apple Store, Google Play, etc.) as part of and for the purpose of performing the Service.
- MONETIZATION SERVICES
3.1. Upon activation of the “Live” mode of the Service and the successful instalment of the applicable integration tool (e.g., SDK) on your App, Supersonic may, from time to time, deliver/make available Advertisement’s campaigns (the “Campaign”) to be displayed in the App through the Ad Unit (as defined below). Each Campaign will include the campaign details inter alia, pay outs, and inventory to be delivered (e.g., impressions, clicks or other desired actions). As the controller of the App you control your media buys and the display of Advertisements on your App, however You acknowledge that the Campaigns’ terms are predetermined and therefore if You don’t agree to the terms of a specific Campaign and/or if You believe that the Campaign is not suitable for the App’s users You can request Supersonic in writing (“written” for the purpose of this Agreement shall also include fax and email communications) to remove the applicable Campaign from the Ad Unit. However Your right shall be limited to the removal of the entire Advertisement from the App, and in any event You shall not add, modify, alter, delete content, text, creative or appearance of the Advertisement or deviate from Advertisement display instructions without the prior written consent of Supersonic.
For the purpose hereof “Advertisement” means an advertisement and/or interactive advertisement that contains certain advertising content and “Ad Unit” means Supersonic browser window, which, when installed, shall appear on the App and via which the App’s users shall be able to view the Advertisements and/or participate in the applicable interactive offers offered thereon.
3.2. Supersonic may change, from time to time, at its sole discretion, certain aspects of a Campaign and/or related Advertisement or temporarily deactivate or cancel a Campaign with immediate effect (collectively the “Changes”).
3.3. Supersonic will not be obligated to pay for any fraudulent actions generated by any person, bot, automated program or similar device in connection with any Advertisement, as reasonably determined by Supersonic or its advertisers.
4.1. Payment Methods. As a condition for receiving payments hereunder, You are required to follow the instructions set forth in the payment information page at the following address https://www.supersonicads.com/partners/funds/payment/info (“Payment Information Page”), as may be amended from time to time by Supersonic, at its sole discretion, inter alia You are required to fill in certain information required for payment and elect Your preferable payment method from the options set forth therein (the “Payment Method”). Failure to provide the foregoing information and/or elect the Payment Method shall release Supersonic from its obligation to pay You any fees payable under this Agreement.
4.2. Payment Terms. Supersonic shall pay your Revenue Share (as defined below) out of the Net Advertising Revenues (as defined below) generated in a given month, within sixty (60) days after the end of such calendar month as a conclusive payment for said month, provided however that if the Revenue Share due for a given month amounts to less than two hundred USA dollars ($200.00) (the “Minimum Threshold”), Supersonic shall be entitled to postpone the payment of such amount until such calendar month in which the cumulative amounts due are equal to or exceed said Minimum Threshold. In the event that in any given six (6) months during the Term of the Agreement You don’t achieve the Minimum Threshold, then at the end of such period any then accumulated fees due shall be deemed cancelled and non-payable.
For the purpose of this Agreement: (i) “Qualified Transaction” means with respect to an Advertisement, the completion by the App’s user of certain requirements set forth in such Advertisement such as, for example purposes only, viewing an advertising video, purchasing a product/service or installing an application; (ii) “Net Advertising Revenues” means the gross revenues payable for Qualified Transactions concluded through Advertisements published in the App – less certain deductions made according to Supersonic’s policy (as may be amended from time to time), such deductions to include inter alia, taxes and other governmental charges including but not limited to VAT (if applicable) that Supersonic is required to pay, collect or withhold with respect to the supply of the Service (except taxes that apply on Supersonic’s income) (the “Taxes”), allowance for fraudulent transactions, chargebacks, refunds, financing expenses, uncollected and unallocated amounts, currency exchange fees, payments such as commissions or discounts allowed or paid to advertising agencies, sales commissions, agency fees, referral fees, wire/PayPal transfer fees and costs related to creative services, upload, and technology (such as hosting) used in provision of the Service, any fees paid to or deducted by third party payment provider; (iii) “Revenue Share” means your share (as detailed in the applicable Campaign) out of the Net Advertising Revenue generated in such Campaign.
4.3. Tracking and Reporting. Notwithstanding the foregoing, the actual payment shall be based on Qualified Transactions that were recorded by Supersonic tracking and reporting platform (or any third party tracking platform used by Supersonic) (the “Tracking & Reporting Platform”). Supersonic shall provide You with access to the Tracking & Reporting Platform through the Supersonic’s online interface. You acknowledge that revenue reports are estimated and may be updated prior to actual payment. The final Revenue Share paid shall be calculated by Supersonic based on the Tracking & Reporting Platform and shall be conclusive.
4.4. Non Payment. Notwithstanding anything to the contrary set forth in this Agreement, it is clarified that Supersonic shall not be obligated to pay for Qualified Transactions created in deviation from the approved budget or exceeding the caps on delivery (on a daily, weekly or monthly basis) (if applicable), all as set forth in the applicable Campaign’s terms and/or in the event that You have materially breached any of your obligations and/or warranties under this Agreement, inter alia, performed (directly or indirectly) fraudulent actions generated by any person, bot, automated program or similar device in connection with any Advertisement for the creation of Qualified Transactions, and/or failed to comply with any or all Campaign’s guidelines and terms, all as reasonably determined by Supersonic or its Advertisers.
4.5. Tax. All payments due to You under the Agreement are exclusive of Taxes. You shall be responsible for payment of all Taxes and any related interest and penalties (if any) resulting from payments made to You hereunder (excluding Taxes based on Supersonic income) and Supersonic shall be entitled to withhold such amounts if required under applicable law.
- MEDIATION SERVICES
5.1. As part of the Service, You can use Supersonic’s mediation platform that allows publishers to manage, serve and optimize advertisement campaigns in order to maximize yield for the publisher, inter alia, the platform allows the publisher to receive, manage and control third party campaigns (from client side) through the platform, statistical analysis tools and reporting features (the “Mediation Platform” and “Mediation Services” respectively). For purpose hereof Mediation Services shall be deemed part of the Services.
5.2. You acknowledge that with respect to Publisher Advertisement Campaigns (as defined below), Supersonic has no contractual relationship with such advertisers, and therefore shall have no responsibility whatsoever regarding such advertisers, collection issues, and advertisements’ content in terms of legitimacy, non infringement and compliance with applicable laws and regulations.
5.3. For the purpose of this Agreement: (i) “Supersonic Advertisement Campaigns” means advertising campaigns running on the App using the Mediation Platform that were sold to advertisers by Supersonic and are managed by Supersonic; (ii) “Publisher Advertisement Campaigns” means advertising campaigns running on the App using the Mediation Platform that are not deemed Supersonic Advertisement Campaigns.
5.4. Please be advised that currently the use of the Mediation Platform is provided with no charge to You, however Supersonic reserves the right, at its sole discretion, to end the Mediation Services or to charge fees for the use of the Mediation Platform, all on a non retroactive basis by providing a prior written notice.
- ADVERTISEMENT SERVICES FOR USER ACQUISITIONS
6.1. As part of the Service, You can use Supersonic’s advertisement platform and become an advertiser of your App. For the foregoing purpose you can create an Advertisement for your App (“App Campaign”) using the creative tools provided by Supersonic as further detailed in the Service knowledge center at the following address: http://developers.supersonicads.com/hc/en-us/articles/200772031 (the“Knowledge Center”).
6.2. The terms of each App Campaign shall be mutually agreed by the parties hereto.
6.3. As a precondition for the upload of an App Campaign into Supersonic’s advertising platform you are required to advance a budget for the Campaign (the “Advance Payment”). The Advance Payment has a minimum and maximum threshold and certain allowed frequency for advancing the Advance Payment, all as detailed in the Knowledge Centre as may be updated from time to time by Supersonic at its discretion. You can pre pay such Advance Payment through your Pay Pal account or by any other payment method detailed in the Knowledge Centre. After the Advance Payment is fully exhausted the said App Campaign shall be deactivated unless you pay an additional Advance Payment.
6.4. Any unused balance of an Advance Payment under a specific App Campaign is credited on your account and can be used for additional App Campaigns, provided however that any outstanding credit on account of an Advance Payment that is not used within a period of six (6) months shall be deemed cancelled
6.5. Qualified Transactions under an App Campaign shall be recorded and paid for according to the Tracking & Reporting Platform.
6.6. You acknowledge that publishers have a defined policy and judgment regarding the kind of content and advertisement that may be presented in their websites or social/web/mobile applications (“Site(s)”), and therefore Supersonic hereby retains the right, at its sole and exclusive discretion, and for any reason, to decline, reject or remove any App Campaigns submitted to Supersonic, from time to time, even if it was already placed in a certain Site(s). Provided however that Supersonic right shall be limited to the removal of the entire Campaign from the applicable Site.
- REPRESENTATIONS AND WARRANTIES
7.1. Each party hereby represents and warrants to the other party that: (i) it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; (ii) this Agreement is a valid and binding obligation of such party; and (iii) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder.
7.2. In addition, You hereby represent, undertake and warrant that:
7.2.1. the App, activities performed through the App, any content displayed therein and the App Campaign:
18.104.22.168. shall not include (i) pornography; (ii) Gambling; (iii) copyright infringements and/or (iv) any other illegal, objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities) or link to any of the foregoing;
22.214.171.124. shall comply with all applicable international, federal, and state laws, rules and regulations, inter alia, any publicity or privacy laws, data protection laws, false advertising laws, propriety laws, intellectual property laws and all laws and regulations that may apply to Internet advertising, including, but not limited to the Children’s Online Privacy Protection Act, the Can-Spam Act of 2003, the Federal Trade Commission Act and the Digital Millennium Copyright Act;
7.2.2. You shall not generate Qualified Transactions through automated, deceptive, fraudulent or other invalid means, including but not limited to, repeated manual clicks, use of robots or other automated tools or authorize or encourage or allow third party to do so.
7.2.3. Any information You provide to Supersonic as part of the registration processes or in general are true and accurate.
7.3. Without derogating from the above, If You run your App on/through Facebook Platform, You hereby represent and warrant that You strictly comply and shall strictly comply during the Term with all applicable Facebook rules, polices, programs and guidelines for developers, as may be amended by Facebook from time to time, inter alia, Facebook policies regarding the transfer and/or use of any data received from Facebook, including through use of the Facebook Platform (API, Social Plugins, etc.), whether aggregate, anonymous or derivative data and including user data or Facebook User IDs (the “Facebook Data”). Any Facebook Data (i.e. Unique User ID’s) that is transferred to Supersonic by You must be encrypted/hashed according to Facebook requirements; and Facebook Polices Regarding methods for rewarding users with virtual currency or virtual goods. Supersonic does not warrant that the Service and its platform complies with the foregoing polices and shall have no responsibility for Your compliance with the foregoing polices.
7.4. Without derogating from the above, If You run your App on/through Google Platform, You hereby represent and warrant that You strictly comply and shall strictly comply during the Term with all applicable Google rules, polices and guidelines, as may be amended by Google from time to time, including without limitations, developer program, content, advertising, distribution through Google Play, data use policies (including regarding the use of advertising identifiers) and policies regarding the rewarding of users with virtual currency or virtual goods or in app purchases. Supersonic does not warrant that the Service and its platform complies with the foregoing polices and shall have no responsibility for Your compliance with the foregoing polices.
7.5. Without derogating from the above, If You run your App on/through Apple Platform, You hereby represent and warrant that You strictly comply and shall strictly comply during the Term with all applicable Apple’s rules, polices, programs and guidelines, as may be amended by Apple from time to time, inter alia, Apple’s developer program policy and license, content policies, advertising policies, distribution through Apple store policies, data use policies (including regarding the use of IDFA) and policies regarding the rewarding of users with virtual currency or virtual goods or In App purchases. Supersonic does not warrant that the Service and its platform complies with the foregoing polices and shall have no responsibility for Your compliance with the foregoing polices.
- Warranty Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS”. SUPERSONIC DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT. SUPERSONIC MAKES NO WARRANTY REGARDING THE ADVERTISEMENTS, INCLUDING IN TERMS OF QUALITY, LEGALITY AND NON INFRINGEMENT, AND SHALL HAVE NO LIABILITY REGARDING PRODUCTS/SERVICE SOLD AND/OR PROMOTED THROUGH SUCH ADVERTISEMENTS. SUPERSONIC MAKES NO WARRANTY THAT THE SERVICE AND ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. SUPERSONIC DOES NOT MAKE, AND THIS AGREEMENT DOES NOT PASS TO YOU IN ANY WAY, ANY REPRESENTATION, WARRANTY OR UNDERTAKING ON BEHALF OF ITS SUPPLIERS OR LICENSORS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
- Proprietary Rights. As between the Parties: (i) Supersonic and its licensors (if any) retain all rights, title and interest, including Intellectual Property Rights in and to, any and all components of Supersonic Service, including without limitations Supersonic Reporting & Tracking Platform, Mediation Platform, advertisement platform and Supersonic’s Confidential Information, the Campaigns (other than App Campaigns) (including any content placed in the Advertisement), and all modifications, enhancements, improvements, and/or derivatives to any of the foregoing. All rights in and to the foregoing not expressly granted hereunder are reserved to Supersonic and its licensors (if any); and (ii) You and your licensors (if any) retain all rights, title, and interest, including Intellectual Property Rights in and to, any and all components of the App (including its content), the App Campaigns and your Confidential Information, and all modifications, enhancements, improvements, and/or derivatives to any of the foregoing; all rights in and to the foregoing subsection (ii) which are not expressly granted hereunder are reserved to you and your licensors (if any). Supersonic hereby provides you with a limited, non-exclusive, non-sub licensable, non-transferable, royalty free worldwide right, under its Intellectual Property Rights and the licenses provided to it by third parties, only during the Term of this Agreement, to display the Advertisement on the App solely according to the terms of this Agreement. “Intellectual Property Rights” shall mean, any and all intellectual property rights, whether registrable or not, in any jurisdiction worldwideinter alia, patents and trademarks (including applications), copyrights (including moral rights), domain names, trade secrets, know-how and Confidential Information.
- Confidentiality. A party (the “Receiving Party”) may use the other party’s Confidential Information (the “Disclosing Party”) only as necessary to exercise rights and perform obligations under the Agreement. Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any third party without its written consent. Receiving Party will protect Disclosing Party’s Confidential Information from disclosure or misuse by using the same degree of care as for Receiving Party’s own Confidential Information of like importance, but will at least use reasonable care. Each Party agrees to restrict access to the Confidential Information to those of its officers, directors and employees (including of its related bodies corporate), independent contractors or service providers it retains (collectively “Employees”), who have a “need to know”, have been instructed as to the confidential nature of such information and are bound by written confidentiality obligations at least as stringent and onerous as the obligations imposed on the parties hereto. A Party hereto shall be liable to the other in the event that any of its Employees breach these obligations. However, Confidential Information shall not include any information that Receiving Party can demonstrate is: (i) known by the Receiving Party (without breach of any confidentiality obligation by any third party) prior to disclosure by the Disclosing Party; (ii) independently developed by the Receiving Party without the use of or reference to any Confidential Information; (iii) legally received by the Receiving Party (without breach of any confidentiality obligation by any third party) from a third party that is not under a confidentiality obligation to the Disclosing Party; or (iv) publicly available through no breach of this Agreement by Receiving Party. “Confidential Information” means all non-public information whether disclosed orally, in writing or in any other manner, in any form and in any media, including without limitation, any and all financial, technical, business information relating to the either party, information related to clients, methods, ideas, concepts, software, trade secrets or other intellectual property rights, formulations, data, know how, designs, inventions, discoveries, processes and any sales, financial, contractual and marketing information and any information of a confidential nature concerning products or services of the parties.
11.1. You (the “Indemnitor”) will indemnify, defend and hold Supersonic and/or Supersonic’s officers, directors and employees (the “Indemnified Party”) harmless, at your own expense, against any claims, actions, damages and costs (including but not limited to reasonable attorneys’ fees and costs) finally awarded by a court of competent jurisdiction or as part of a settlement for the benefit of a third party, arising out of or based upon: (i) a third party claim that the App and/or App Campaign and any content therein infringe Intellectual Property rights of third parties; (all referred to herein as (the “Infringing Property”); or (ii) your breach of any representation or warranty set forth herein, (collectively, the “Claim”).
11.2. In the event a Claim is brought against an Indemnified Party, such Indemnified Party shall give the Indemnitor as soon as reasonably possible written notice of such Claim. The Indemnitor shall have the right, at its own expense, to participate in or assume the defense of such Claim. The Indemnified Party shall assist the Indemnitor in the defense of such Claim. Either party may not adjust, settle or compromise any Claim brought against the Indemnified Party for which the indemnity set forth herein is sought without the prior written consent of the other party, which consent will not be unreasonably withheld.
- Limitation Of Liability
12.1. OTHER THAN IN EVENTS OF WILFUL MISCONDUCT AND THE INDEMNIFICATION OBLIGATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR TORT DAMAGES OF ANY NATURE OR KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), SERVICE LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. THE ENTIRE LIABILITY OF EITHER PARTY SHALL BE LIMITED TO THE AMOUNT OF CONSIDERATION ACTUALLY PAID OR DUE TO YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE LIMITATION OF LIABILITY IN THIS SECTION WILL NOT APPLY TO ANY OF THE FOLLOWING: (I) INDEMNIFICATION OBLIGATION UNDER SECTION 11; OR (II) WILLFUL MISCONDUCT. THIS LIMITATION OF LIABILITY IS APPLICABLE TO THE FULLEST EXTENT PERMITTED UNDER THE APPLICABLE LAW.
12.3. Both Parties acknowledge and agree that the parties entered into this Agreement in reliance upon the disclaimers and limitations of liability set forth herein, which constitute a material agreement upon which this Agreement is based and correctly and fairly represent the allocation of risk as mutually agreed between the parties. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
- Term and Termination of Agreement
13.1. Term. This Agreement shall commence upon the date that this Agreement is deemed accepted as set forth in the preamble of this Agreement and shall remain in full force and effect until terminated as set forth hereunder (the “Term”).
13.2.1. Either Party hereto may terminate this Agreement, at any time, for any reason, upon seven (7) business days prior written notice provided to the other Party.
13.2.2. Additionally, You shall have the right to terminate this Agreement upon three business (3) days prior written notice if Supersonic is in material breach of any material obligation under this Agreement and it fails to remedy such breach within the notice period. Supersonic shall have the right to temporarily or permanently deactivate your account and terminate this Agreement and your use of the Service, with immediate effect, in the event You have materially breached any of Your obligations and/or warranties under this Agreement inter alia, performed fraudulent actions for the creation of Qualified Transactions (as defined below), or if failed to comply with Supersonic and/or its advertisers polices and standards regarding the inventory made available by You, all according to the discretion of Supersonic or its advertisers, (the “Termination for Cause”).
13.3. Effects of Termination. Upon termination of this Agreement for any reason: (i) Each party shall return to the other or destroy any Confidential Information then in its possession and; (ii) Other than in the event of the Termination for Cause by Supersonic either party will remain liable for any amount due to the other party prior to the effective date of termination and such obligation to pay shall survive any termination of this Agreement (iii) All representations, warranties and provisions hereunder which, by nature, are meant to survive any termination of this Agreement shall so survive, including without limitation, Sections:8, 9, 10, 11, 12, 13.3, 15 and 16.
- Publicity. Supersonic shall be entitled to make appropriate and truthful reference to your App for marketing and promotional purposes and website listing, provided that Supersonic shall properly attribute the App‘s trademark and logo in compliance with its trademarks use guidelines.
- Governing Law. If any dispute arising in connection with the performance of this Agreement shall not be amicably resolved, such dispute shall be solely and finally settled as follows: (i) if You are a resident of or incorporated in US – such dispute shall be governed by and be construed according to the laws of the State of California, without regard to the conflict of laws provisions thereto and shall be exclusively resolved in the competent court in Santa Clara County. Each party hereby irrevocably waives, to the fullest lawful extent, all right to trial by jury in any proceeding relating to this Agreement, the notes or the transactions they contemplate; (ii) if You are a resident of or incorporated in EU – such dispute shall be governed by and be construed according to the laws of England and Wales, without reference to conflict of laws principles and shall be exclusively resolved in the competent court of London; or (iii) if You are not a resident of or not incorporated in EU or US – such dispute shall be governed by and be construed according to the laws of the State of Israel, without regard to the conflict of laws provisions thereto and shall be exclusively resolved in the competent court of Tel-Aviv – Jaffa district. Notwithstanding the foregoing, either party will at all times have the right to commence proceedings in any other court of its choice with the appropriate jurisdiction for interim injunctive relief.
(i) You may not assign this Agreement in whole or in part without the prior written consent of Supersonic. Supersonic may assign this Agreement in whole or in part without Your prior written consent as long as its successor or assignee of this Agreement agrees in writing to be bound by this Agreement. Any assignment in violation of this provision shall be deemed null and void; (ii) This Agreement and the exhibit attached hereto constitute the entire and exclusive agreement between the Parties with respect to the subject matter hereof; (iii) In the event any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect; (iv) Any written notice required or permitted to be given under this Agreement shall be deemed to have been given and made if it is: (a) delivered in person, (b) sent by same day or overnight courier, (c) mailed by certified or registered mail, return receipt requested, postage prepaid, or (d) delivered by facsimile or email the transmittal of which with respect to fax shall be confirmed. Notices will be deemed effective on the date of delivery in the case of personal delivery, or three (3) business days after mailing or on the date of dispatch in the case of notification by facsimile or email. Supersonic’s addresses for purposes of notice shall be the address detailed in its website and your addresses for purposes of notice shall be the address provided as part of the registration procedure unless updated in writing at a later stage.
Last Revision Date: April 27th 2015