Terms & Conditions

Last Updated: 2025

Welcome to Traffic Icons

This Agreement (“Agreement”) is made by and between Icons Digital Marketing Ltd., a company incorporated in the State of Israel with (herein after referred to as the "Company") and you (herein after referred to as the "Advertiser", “You”), Each of the above mentioned may be hereinafter refereed to individually as the "Party", and collectively the "Parties").

Whereas the Company has presented itself as having the required qualifications, expertise, knowledge and experience to render, the Advertising Material (the "Services or Advertising Material") detailed aforesaid, and the Company desires to provide such Services to Advertiser, under the terms and conditions contained herein; and

Whereas the Advertiser has presented itself as wanting to utilize the qualifications, expertise, knowledge of the Company in order to maintain its business operations.

NOW, THEREFORE, the Parties hereby agree as follows:

  • Definitions
    • "End User(s)" means an individual who uses software or hardware to view and/or click on the Advertising Material through the Inventory, and shall include any end-user of the Services, including any customer of the Advertiser.
    • “Fraudulent Activity” means initiating or using in any Advertising Material in connection with this Agreement or placing the Advertising Material on the Inventory that contains any content that: (i) violates any applicable law or regulation or contains any part of the Prohibited Content as well as is inconsistent with industry best practices, including applicable compliance guidelines; (ii) violation of this Agreement; (iii) hacking or phreaking or interfering with the Platform or Inventory or any part thereof, including removes, disables, deactivates or uninstalls the applications and products previously installed on the end user's device or engaging with or the inclusion or counting of non-human audience or by any other manner of automation (including allowing updates or changes) without a conspicuous disclosure and the end user's knowledge and prior informed consent; (iv) encouraging or incentivizing end users to visit, click or use the Advertising Material or any related or linked content for the purpose of generating actions, revenues in an illegal manner; (vi) automated or fraudulent tracking methods; or (vii) use or employ any misleading, fraudulent or inappropriate practices that may deceive the End User.

  • “Platform” means the network and/or technology owned, developed or licensed to Company, in which Advertiser may has receive access or register to.
  • 1.4.“Prohibited Content” means any content or materials that reasonably could be considered by Company to be: (a) obscene, profane, or sexually explicit; (b) related to gambling (other than legal lotteries, legal sweepstakes, or legal contests); (c) defamatory, libelous or slanderous; (d) obscene, threatening, harassing, hateful or racially, ethnically, religiously or otherwise offensive; (e) denigrating to particular group based on gender, race, creed, religion, sexual preference or handicap; (t) infringing on any copyrights, patents, intellectual property, or any laws relating to same; (g) permitting, either explicitly or implicitly, or by act or omission, the use of or access to Company's platform or system by more than one registered user or consumer per account, sign-in, or registration, in violation of any grant, license or rights; or (h) unlawful or encouraging of conduct that would be a criminal or civil offense (collectively, "Prohibited Content"). Company shall have the right to refuse to post on and/or any Advertising Materials containing any Prohibited Content or any content which Company reasonably determines conflict with, interfere with or are detrimental to Company's or its licensors' interests, reputation or business or which may subject Company or its licensors to unfavorable regulatory action, violate any law, infringe the rights of any person or subject Company or its licensors to liability for any reason.

  • "Data Protection Legislation” means the EU Data Protection Directive 95/46/EC, the Directive on Privacy and Electronic Communications 2002/58/EC, Regulation (EU) 2016/679 (“GDPR“) and any national data protection laws and regulations enacted under those directives or otherwise and any successor laws and regulations as amended from time to time.
  • "Inventory" means digital assets that may include, without limitations, third parties’ or Company’s various online websites, networks, platforms, video players, products and software including mobile apps or mobile websites and browsers, which are offered and presented to the public.

  • License
    • For the term of the relevant Insertion Order, Advertiser hereby grants to Company and its publishers and other partners in the a non-exclusive, royalty-free, worldwide license to (a) use, perform and display any ad (and associated Advertising Materials) delivered hereunder in accordance with the terms of the Insertion Order, and (b) use all associated Advertiser intellectual property in connection therewith. Without limiting the foregoing, Advertiser and Agency acknowledge that Company may distribute and place Ads across a blend of online media to deliver mass reach, response and niche contextual placements including but not limited to branded websites and blogs, gaming, widgets and similar applications on social networking platforms such as Facebook, mobile apps, devices and similar environments, rewarded entertainment and e-retail sites, and video and rich media search engines, and the rights granted hereunder shall cover and permit any and all such channels and uses (which shall be deemed to be part of the Company).

  • Further, Advertiser and/or Agency acknowledge that Company may use, perform, serve and display ads by a video or rich media content player which is proprietary to Company and, on occasion, via third party players used by certain publishers in the Company networks.

  • Representations and Warranties

Each party represents and warrants to the other party that: (a) it has the full corporate right, power and authority to enter into this Agreement; (b) the execution of this Agreement does not and will not violate any agreement to which it is a party or by which it is otherwise bound;(c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation, enforceable in accordance with its terms; and (d) it complies with any and all applicable laws, regulations, orders, rulings and judgments applicable in the relevant jurisdiction, practices and procedures while performing its obligations hereunder including industry best standards and in the event of mobile distribution, Advertiser additionally represents and warrants that it is in compliance the applicable App Store guidelines and requirements.

  • Advertiser hereby represents and warrants that: (a) the Advertising Material are in compliance with all applicable laws, rules and regulations as well as industry best practices, including, without limitation, the Children's Online Privacy Protection Act of 1998 (“COPPA”) and CAN-SPAM Act of 2003 (“CAN-SPAM”) as well as in compliance the applicable App Store guidelines and requirements (in the event of mobile distribution); (b) it owns or has the valid legal right or license to use and distribute the Advertising Material to the extent required or contemplated hereunder, and the Advertising Material do not and will not, during the term of the Agreement, infringe or violate any Intellectual Property Right or any other right of any person or entity; it is solely responsible for the Advertising Material Materials and any content or technology that may be reached or linked via the Advertising Material; and (c) the Advertising Material and the related content will include a clear and accurate identification of the entity deriving the Advertising Material and a description of the functionality and features including without limitation, description of any End User information that may be accessed, collected, stored, used or shared, by Advertiser. Company will not be responsible for any discrepancy or misleading actions with respect to Advertising Material and the related content.
  • If applicable, Advertiser will include end user agreement and privacy policy that accurately describe Advertiser’s practices with respect to the functionality of the Advertising Material and the End User’s data and information collection, storage and share practices (“Advertiser Terms"). Advertiser acknowledges and agrees that: (a) it is solely responsible for the Advertiser Terms; (b) it will not make any representations, warranties or agreements on behalf of Company in the Advertiser Terms; and (d) the Advertiser Terms are an agreement between Advertiser and the End Users and Company is not a party thereof. Furthermore, Company will not be responsible for, nor have any liability with respect to: (i) any Advertiser Terms; (ii) any agreement between Advertiser and an End User or an End User’s breach of the Advertiser Terms; (iii) Advertiser’s failure to obtain valid End Users’ assent to any Advertiser Terms; or (iv) Advertiser’s failure to comply with the terms and conditions of the Advertiser Terms.
  • It is hereby clarified Company does not have any obligation to monitor the Advertising Material, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Advertising Material. The Company’s Platform, Service and any Inventory are provided on an "AS-IS" basis, except as expressly provided in this Agreement and to the fullest extent allowable by law, Company makes no other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation, warranties of merchantability, fitness for a particular use or non-infringement or those arising in the course of or connected to the performance hereunder, and disclaims any such warranties. In addition, Company does not represent or warrant that: (i) the Platform, Service and any Inventory or any part therein will be error free or that any errors will be corrected or (ii) that the operation of the Platform, Service and any Inventory or any part therein will be uninterrupted.
  • Advertiser warrants and commits that all claims and any third party claims in regards to the traffic due to any publishing method and/or tactics and/or source of data or such is solely the responsibility of the other party and the Company shall not be liable in any way to such claims, in any case, each and every claims related to the source of traffic, shall be delivered by the other party to the company in writing within a period of 21 days.

  • Payment
    • Advertiser agrees to pay the Company the rates and amounts according to the selected payment method, in which will be reported by Company.
    • The payment of the Consideration must be made 30 days from the date of invoice (unless otherwise agreed between the parties). Unpaid charges or any delay of payment for any reason whatsoever, are subject to interest (surcharge) of [3%] per month on any outstanding balance, plus all expenses of collection. In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by Company in collecting such amounts.
    • Advertiser is solely responsible for payment of any taxes resulting from the acceptance of the Agreement. If any such taxes are required to be withheld, Advertiser shall pay an amount to Company such that the net amount payable to Company after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement. In addition the Advertiser shall be responsible for all income, sales, business, or any other such form of tax, fee, license or payment due in receipt of the transfer of the property or right to use such property under all circumstances.

  • Reports
    • The reporting and tracking shall be based on the Company’s numbers, reports, statistics and tracking (“Reporting Party”).
    • The Reporting Party will provide the other party with access to a password protected online account, from which it shall receive daily measurements or statistics regarding applicable Campaign. In the event, such online account is unavailable the Reporting Party will provide the other party with a daily email report with the above-mentioned information.
    • In the event of a dispute, the disputing party shall provide the other party with a written notice specifying the reasons for the dispute. Following the receipt of a dispute notice the parties will cooperate, in good faith, in order to resolve any such dispute. It is agreed that receipt of a dispute notice or cooperation to resolve any dispute will not affect or delay the payment of any consideration due to Company hereunder.
    • Company may at its expense, no more than twice every twelve (12) months, engage an external independent accountant (“Auditor”) to audit during normal business hours and upon at least 10 days prior notice by Company to Advertiser, Advertiser's books and records relating to this Agreement and Advertiser's performance of its monetary obligations under this Agreement.
    • The Auditor shall provide the Company with a written report detailing, as applicable, any discrepancies, if any, discovered. Advertiser will immediately pay any amount in discrepancy as may reasonably be determined by such Auditor following review of such report and discrepancies, and if the final report of such audit reveals an underpayment or other discrepancy of 10% or more during the relevant time period, Advertiser will also reimburse Company for all reasonable costs of the audit. Company’s right of audit under this section will continue and survive for 1year after expiration or any termination of this Agreement.

  • Cancellations
    • Advertiser may not cancel any advertising purchased hereunder unless expressly permitted in writing by Company. No changes shall be effective unless in writing and signed by both Parties. Advertiser is responsible for delivering Advertising Materials on time as specified by Company. Advertising Materials will not be deemed delivered unless in a format specified or otherwise approved by Company. In the event Advertising Materials are late, Advertiser is still responsible for the media purchased.

  • Term & Termination
    • This Agreement is effective as of __________, and shall continue for a period of 12 months thereafter.
    • Notwithstanding the aforesaid, each Party shall have the right to terminate this Agreement at any time and for any reason, upon delivery of a prior written notice to the other Party of no less than 14 business days.
    • Company shall not be liable to Advertiser for any payment, compensation or remuneration of any kind, including (without limitation) for loss of present or prospective profits, anticipated revenues, expenditures, investments, commitments made in connection with this Agreement and/or in reliance thereupon, or on account of any other reason or cause whatsoever.

  • Limitation of Liability

COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH THIS INSERTION ORDER. IN THE EVENT OF ANY CLAIM AGAINST COMPANY HEREUNDER, COMPANY’S SOLE LIABILITY, AND ADVERTISER’S SOLE REMEDY, SHALL BE LIMITED TO, AT COMPANY’S OPTION, PAYMENT OF MONETARY DAMAGES, OR PLACEMENT OF ADVERTISING WITH A RATE CARD VALUE EQUAL TO THE LESSER OF ACTUAL DAMAGES OR AMOUNTS PAID BY ADVERTISER HEREUNDER. PUBLISHER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITATION OF THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM DISPLAYING THE ADVERTISING OR THAT THE ADVERTISING WILL BE ERROR-FREE. COMPANY DOES NOT ACCEPT SEQUENTIAL LIABILITY AND MAY HOLD ADVERTISING AGENCY AND ADVERTISER JOINTLY AND SEVERALLY LIABLE FOR ALL AMOUNTS DUE HEREUNDER.

COMPANY AND ITS STAFF WILL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT, BUSINESS EARNINGS, REVENUE, WEBSITE TRAFFIC, OR DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE PLATFORM, THE SERVICES, THE CONTENT AND/OR THE END USER(S), ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE PLATFORM, ANY FAULT, OR ERROR MADE BY THE STAFF OR ANYONE ACTING ON ITS BEHALF, ANY COMMUNICATION WITH THE COMPANY, OR ANY DENIAL, CANCELATION OR REVOCATION OF YOUR ACCOUNT. IN ANY EVENT, OUR AND OUR STAFF’S TOTAL, MAXIMUM AND AGGREGATE LIABILITY TO ADVERTISER FOR DIRECT DAMAGES SHALL BE LIMITED TO THE TOTAL FEES WE PAID YOU IN THE THREE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WE WILL BE FULLY RELEASED FROM OUR OBLIGATIONS AND LIABILITY TO YOU IF YOU HAVE BREACHED THE AGREEMENT, OR ANY OTHER TERMS, RULES OR REGULATIONS APPLICABLE TO THE PLATFORM AND/OR THE SERVICES, OR IF THROUGH YOUR USE OF THE PLATFORM AND/OR THE SERVICES, YOU INFRINGED OR VIOLATED ANY OTHER PERSON’S RIGHTS.

  • Indemnification

Advertiser shall defend, indemnify and hold harmless the Company and its affiliates, subsidiaries, and their respective directors, officers, principals, managers, members, partners, shareholders, employees, and controlling persons and their affiliates (Company and each such person being an “Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement; negligence or willful act or omission of Advertiser or its personnel or affiliates in connection with its performance of its obligations under this Agreement; the content of, or representations made in any Advertising Material or Services or ad or any website linked to from an ad; and any other claims of any nature arising from or attributable to the publication or distribution of any ad.

  • Confidentiality

Except as expressly permitted in connection with the performance of this Agreement, each of Company and Advertiser (each, a “Receiving Party”) agrees not to disclose or use any information either designated by the other party (each, a “Disclosing Party”) as “Confidential” or an equivalent designation, or which would reasonably be deemed confidential or proprietary (“Confidential Information”) of the Disclosing Party, without the Disclosing Party’s prior written consent. No Receiving Party shall use any Disclosing Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement. Each Receiving Party undertakes that it shall not at any time during this Agreement disclose to any person any Confidential Information, except that each Receiving Party may disclose the Disclosing Party’s Confidential Information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each Receiving Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the Disclosing Party’s Confidential Information comply with this Section For the avoidance of doubt, Company Confidential Information includes (without limitation): (a) commercial information relating to the Company and its Inventory including information about payments, payment history, rates, pricing, metrics, measurements, targets and other specifications of any ads or other advertising or promotional efforts; (b) all Company software, technology, programming, specifications, materials, guidelines, documentation, images and screenshots relating to any ad; and (c) statistics and other information relating to an Company's performance. The term “Confidential Information” does not include information that (i) has become publicly known through no breach by Receiving Party; (ii) is independently developed without access to Confidential Information, as evidenced in writing; or (iii) is rightfully received by the Receiving Party from a third party without any confidentiality obligation.

  • Intellectual Property
    1. Advertiser hereby acknowledges and agrees that Company exclusively owns all rights, title and interest, and any associated documentation, content, and deliverables (collectively, "Documentation") developed and/or provided during the Services and all Intellectual Property Rights therein.As used herein, “Intellectual Property Rights” means: pending or granted patents, trademarks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including, but not limited to, rights in software), and any applications for any of the aforesaid, database rights, design rights, know-how, trade secrets, rights in confidential information and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world.
    2. Advertiser also acknowledges that the Inventory and Documentation contains confidential and proprietary information and trade secrets belonging to Company, and that nothing herein gives Advertiser any right, title or interest in the Inventory or Documentation.

  • General Restrictions

Advertiser shall not, or not allow any third party, to: (i) infiltrate, hack, copy, create derivative works of, reverse engineer, decompile, or disassemble or otherwise attempt to interfere with the proper operation of the Company Inventory, or any part thereof for any purpose and shall not simulate or derive any source code or algorithms from the Company Inventory; (ii) represent that it possess any proprietary interest in the Company Inventory, or remove any notices or copyright information from the Company Inventory; (iii) attempt to sell, resell, sublicense, modify, transfer, lease, assign, pledge, or share its rights under this Agreement; (iv) use any robot, spider, or other device to retrieve, index, scrape, data mine, or in any way gather information, content, or other materials from the Company Inventory; (v) take any action, directly or indirectly, to contest the Company’s intellectual property rights or infringe them in any way; (vi) except as specifically permitted in writing by the Company, use the name, trademarks, trade-names, and logos or other proprietary rights of the Company; (vii) use the Company Inventory for any Prohibited content or other unlawful, harassing, intrusive or abusive activities, or for any unauthorized purposes.

  • GDPR

Advertiser adheres to Best Practices of Data Protection and of Privacy Rights Protection. And has been informed by the Company, that for them compliance with all applicable data protection laws is of the utmost importance; this also and particularly applies to the GDPR. Against this background, the Advertiser undertakes to use best efforts that during the Campaign Period that it shall be organized, governed and operated in a manner which is compliant with the requirements of the GDPR.

Assignment

Neither this Agreement nor any rights hereunder shall be assignable or otherwise transferable by either party in whole or in part without prior written consent (which consent will not be unreasonably withheld), provided, however, that either party may assign or transfer this Agreement and its rights hereunder to any current or future affiliates or any successor to its assets or business if such assignee agrees in writing to be bound by the terms and conditions hereof.

Force Major

Neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including governmental action or acts of terrorism, earthquake or other acts of God, labour conditions, and power failures.

No Partnership or Agency

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;

Severability

If any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

Governing Laws and Meditator

This Agreement is made and shall be construed according to the laws of the Republic of Cyprus without giving effect to any provisions thereof relating to conflict of laws. Any dispute in connection with this Agreement shall be resolved amicably between parties or exclusively brought before a meditator, who will be selected by both parties and such dispute will be resolved within 30 days.