Terms of Service

Acceptance of Terms

These Terms of Service Use (these “Terms”) you are reading are a legally binding agreement between [Traid I.O] Ltd. (“Traid,” “we,” “us”) and users of Traid's Services (each a “User” or “you”). Further, these Terms should be read in conjunction with Traid's Privacy Policy which constitute an integral part of these Terms. By accessing or using Traid's platform (the ““Platform”) you agree that you have read, understood, accept and agree to be bound by these Terms. If you do not agree to these Terms, do not use the Platform, as the use of which is subject to the provisions of these Terms. You may not use the Platform and may not accept these Terms if you are a person/entity barred from receiving the services offered by the Platform under the laws of the country in which you are resident or from which you use the Platform, including if you are under the legal age of adulthood in the jurisdiction applicable to your use of the Platform’s services. Description of Service Traid’s Platform is a digital platform designed to enable “consumers” who are eCommerce stores, to publish an opportunity for a required digital advertising campaign which will be defined by certain criteria (for example campaign budget), and invite selected “service providers” who are PPC agencies which were approved as subscribed members of the platform, to submit a proposal or quote for their advertising services against the published opportunity.

It is designated for consumers to engage with proposing service providers via the Platform using a template modular “work order” (a contract formed between a consumer and a service provider for the provision of services/products or both) that fits to the campaign requirements, while setting measurable KPIs for the success of the campaign. Those will be used to enable an automatic payment to be based not only on a fixed fee, but rather also on a success-based-consideration-component which is outcomes-derived. Consumers are able to set the deal terms, seek quotes from multiple service providers, engage with a service provider, and to pay the service provider for results, based on Traid’s monitoring of the successes-based criteria.

As the provider of the Platform, Traid does not own, control, offer or manage any offers or services submitted or provided by service providers. Traid is not a party to the contracts concluded directly between service providers and consumers who are businesses independent of Traid, who offer their products or services on Traid’s Platform digital marketplace.

The Platform may also provide the option for the service providers to be scored based on their past success based performance which was measured via the Platform, which score will be available for consumers to watch for as long as service provider did not opt out from that option [Eyal – I think that offering a botton enabling opting out from it will lower significantly your exposure to claims in this regard and it should be architected that way]. You understand that the scoring is based on past results which are not necessarily indicative of future performance; and also based on a subjective algorithm chosen by us, in our sole discretion, and therefore that the views expressed by such scoring may be different if other algorithm was chosen/will be choose. Our scoring system may be subject to errors and interruptions, and may show results that are different if other criteria would be applied. The scoring provided by the Platform may be wrong, inaccurate, outdated, partial or incomplete or do not fit for a particular purpose.

Registration

General A user, whether consumer or service provider, needs to register to the Platform in order to be able to use the services it offers to consumers and service providers (as applicable). The registration to the Platform is allowed only to persons and entities who are not barred, and whose owners are not barred, from the use of the Platform and its services (including the engagement and transaction between service providers to consumers via the Platform) under any applicable laws, including but not limited to under sanctions laws of: the United States (e.g. the various economic sanctions programs administered by the Office of Foreign Assets Control – OFAC - of the U.S. Department of the Treasury, and the lists of Parties of Concern administered by the U.S. Bureau of Industry and Security - BIS), Israel (e.g. The Trading with the Enemy Ordinance, 1939, The Law on the Struggle Against Iran's Nuclear Program, 5772-2012, the Prevention of Distribution and Financing of Weapons of Mass Destruction Law, 5778-2018, and any additional economic sanctions programs which may be administered by the Israeli Department of Treasury), or any other applicable jurisdiction. Not being so barred shall be defined as having “Legal Capacity”. In registering and using our Platform you represent that you and the financial institutions you use for payment of the services/products offered by or through the Platform are of Legal Capacity.

By accessing, using, or registering to, the Platform you are representing to Traid that you are authorized to act on the behalf of the entity who so access, use, or register to, the Platform. Service providers At the current time, only PPC agencies who are authorized by Traid, can be a service provider on the Platform. Traid reserves the right and has sole discretion to authorize/approve/disapprove/refuse/reject an entity who seeks to be a service provider, at any time, whether before or after becoming a service provider.

Term of Service

The term upon which the Platform’s services shall be provided to you (the “Services Term”) shall commence upon your subscription to the Platform and shall remain in effect for as long as you access/use the Platform, unless earlier terminated as set forth below. Account Information You should maintain the confidentiality of your login information (including usernames and passwords). Do not share your user/enterprise account or login information, nor let anyone else access it or do anything else that might jeopardize the security of your account. In the event you become aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of your login information or unauthorized access to your account, you must immediately notify us and modify your login information. You shall be responsible for all uses in your account and actions taken through it.

Payments and Taxes Main points: Traid will deduct amounts the serviceamounts service provider owesowe to it (Traid’s fee) from consumers' payoutconsumers payout to be made by the consumerby consumer to the serviceto service provider via Traid. explanation re how and when we collect payments from consumers (for example by charging their credit card or bank account or paypal or credit card or otherwise; (when we effect payments to service providers currency and exchange rate/fees full disclosure of our fees refunds and cancellations (and what if a service provider is not “delivering”- cessation of engagement between service provider and consumer before the services were fully provided disclaimer re payment to service providers, which will only be made if payment from consumers was actually received – no liability of Traid that we have the right to “collect” though we’re not a party to their agreement full disclosure of taxes including direct and indirect, other additional payments-related terms Describe and refer to the option of financing the consumer (loan), meaning pay the service provider the initial fee on behalf of the consumer, while earning certain interest. Describe and refer to the option of serving as an "escrow agent” with whom consumers may deposit amounts designated to secure payments to service providers for success based fee, if and when met. Increasing trust of the service providers that they will be paid if the conditions are met, and of consumers that they will get their money back if the conditions are not met. Your access and use of the Platform are subject to the timely payment of all applicable fees you have agreed to upon subscription to the Platform. As a consumer, you shall pay all taxes, duties or levies of any kind relating to the services you have ordered through the Platform, whether in connection with payment to Traid or to service providers. As a service provider you are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or include in your price any applicable taxes, duties or levies, whether direct or indirect, including without limitation VAT, income, or other taxes. . Service providers and consumers agree to pay applicable fees like Traid’s service fee (and applicable taxes) in accordance with the rates set forth in our payment webpage . All Traid’s fee rates are subject to changes from time to time Traid will use the payment details only for the purposes of which they were supplied. Traid shall take reasonable steps to ensure that the details of the payment are kept safely, though will not bear any liability for damage or loss caused to the user due to unauthorized access to the payment details provided by the user. It may be that Payment is processed through a third party payment processor (a "Payment Processor") and then paid to Traid. Such payments may be done through links to third-party websites. They are subject to different terms of service and privacy policies as set forth therein (which may also impose certain additional charges and fees when processing payments), and consumers and service providers should review them. Traid is not responsible or liable for the use of such Payment Processors. In the event of credit card fraud or unauthorized use of your account(s) by third parties, most banks and credit card companies bear the risk and cover all the charges resulting from such fraud or misuse, which may sometimes be subject to a deductible, but we cannot assure that. In addition, you agree: (i) that the services of Payment Processors may be used to process transactions; (ii) to review and be bound by the Payment Processor's terms of use and privacy policy; (iii) to only provide valid and current information for yourself; and (iv) that all payments made are final and non-refundable. You acknowledge that you may need to hold, or register, an active account with the Payment Processor. We are not responsible or liable for any activities or conduct of a Payment Processor, and you agree that you shall have no claim, suit or demand of any kind, and by agreeing to these Terms, hereby irrevocably and completely waive any such claim, suit or demand of any kind, to the extent such may exist or hereafter arise, towards us and any of our managers, directors, officers, shareholders, partners, affiliates, employees, consultants, service providers and/or any other person or entity acting on our behalf, in connection with or related to the conduct or any act or omission of a Payment Processor. User Content You represent and warrant that you have and will continue to have all required rights to transmit/upload/send/receive otherwise use any content (whether data, text, audio, video, or any other content) transmitted/uploaded/sent/received/otherwise used by you through the Platform (the “User Content”). It is clarified that Traid will not be under any circumstances responsible or liable for any User Content, or any loss or damage incurred in connection thereto. Rules of Conduct and Usage General You (whether service provider or consumer) shall use the Platform lawfully, for only legal purposes, in compliance with all applicable laws and regulations. If you have questions about which and how laws and regulations apply to you should always seek legal advice. Without derogating from the generality of the forgoing, in connection with the Platform you shall not: promote, host, upload, post, transmit or display or otherwise disseminate any indecent, obscene or illegal material, terrorism activity, vulgar, defamatory, libelous, gambling related, discriminatory, pornographic, or any other offensive content, through or in connection with the Platform. use or apply in connection with the Platform any spyware or other malicious programs. Upload or transmit (or attempt to upload or transmit) files that contain viruses, Trojan horses, worms, time bombs, corrupted files or data, or any other similar software or programs that may damage the operation of the Platform or the systems of other users of the Platform; incorporate any materials that infringe or assists others to infringe on any copyright, trademark, patent, trade secret or other intellectual property rights or otherwise act in any manner that infringes any other right of any party (including rights of privacy or publicity); copy, disassemble, reverse engineer or decompile, modify or alter any part of the Platform; Advertise, solicit or transmit any commercial advertisements, including chain letters, junk email, repetitive messages (like spam), or any unsolicited mass distribution of email, to anyone. create false personas, multiple identities, multiple user accounts, set up an account on behalf of someone other than yourself, or otherwise defraud or impersonate; engage in any action or practice that reflects poorly on Traid or otherwise disparages or devalues Traid's reputation or goodwill; violate any applicable laws or regulations, or encourage or promote any illegal activity; The Platform is for use by you only. You are prohibited from reselling, distributing, or providing the Platform, or access to any portion thereof, to any third party. The right granted to you to use the Platform during the Services Term subject to these Terms is non-assignable, non-transferable and non-exclusive. You also represent and warrant to that: You and each permitted user under the account are above the legal age of adulthood in the jurisdiction applicable to your use of the Platform. you have the power and authority to enter into and perform your obligations under these Terms . all information provided by you to Traid is truthful, accurate, complete (and does not contain any material omissions) not misleading, and up-to-date at all times. This includes, without limitation, accurate information about service provider’s price and other charges and fees. Consumers or service providers may have access to confidential information relating to one another and including among others their marketing strategy or service offerings. Confidential information must not be disclosed to any person who does not have a need to know it for the purpose for which it was disclosed it and who is not directly involved in the engagement between consumers and service providers. The information disclosed by consumers to service providers and vice versa must only be used for reasonable purposes relating to the proposed engagement. Service providers As service provider, your interactions with the Platform and consumers must be of a professional standard. When you respond to a request for proposal published on the Platform, you accept a request and make an offer you are obliged to honor should consumer decide to engage with you. When you are entering into a work order, you are entering into a contract directly with the consumer, and are responsible for delivering your consumer the service/product under the terms and at the price specified in the work order. Any terms, policies or conditions that you include in any supplemental contract with consumers must be consistent with these Terms and the information provided in your proposal made through the Platform.

Intellectual Property Ownership

You acknowledge and agree that: Traid retains all rights in and to the Platform and materials related thereto (including, but not limited to, software, designs, graphics, texts, information, pictures, video, sound, and other files, their selection and arrangement, trademarks, tradenames, service marks, branding features, business names, logos, slogans) (collectively, “Platform Materials”). The entire contents of the Platform are protected by applicable copyright, trade, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights. You shall not, nor shall you cause or assist any other party to, modify, decompile, disassemble, reverse engineer, otherwise attempt to reconstruct or discover any underlying ideas or any portion of thereof by any means whatsoever, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Platform pursuant to these Terms as consumer or service provider, or otherwise exploit any of the Platform Materials without Traid's explicit, prior written consent. The foregoing shall not apply to your own User Content that you post through the Platform in accordance with these Terms. All other uses of copyrighted or trade mark material, including any derivative use, require explicit, prior written consent from Traid. Any reproduction or redistribution of materials not in accordance with these Terms is explicitly prohibited and may result in the termination of your account as well as severe civil and criminal penalties. Without derogating from the generality of the forgoing, the use of automated systems or software to extract data from this website or application for commercial purposes (scrapping/crawling) is strictly prohibited. Traid and/or its licensors and affiliates own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the Platform Materials. You hereby acknowledge that you do not acquire any ownership rights by using the Platform or by accessing any of the Platform Materials, or rights to any derivative works thereof. You are not required to provide Traid with any feedback or suggestions regarding the Platform or any Platform Materials. However, should you provide Traid with comments or suggestions for the modification, correction, improvement or enhancement of the Platform and/or any Platform Materials, then, subject to the terms and conditions of these Terms, you hereby grant Traid a non-exclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense, to use and disclose such comments and suggestions in any manner Traid chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, and otherwise dispose of Traid’s and its sublicensees' products, services and content embodying such comments or suggestions in any manner and via any media Traid chooses, but without reference to the source of such comments or suggestions. You agree to provide Traid a non-exclusive, fully paid-up, irrevocable, perpetual, worldwide license to reproduce and use all information provided wither in proposal requests made by consumers or in proposal or quote made by service providers, for the purposes of the Platform as described herein, which may include analysis. Disclaimer of Warranty; Limitation of Liability; Indemnification The Platform’s description, specifications and availability are as set forth in the Description of Service above. The relationship of service providers with Traid is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Traid. Traid does not direct or control service providers’ services/products/offerings, and service providers have sole discretion whether to provide an offer (proposal/quote) for the services, and at what price, and likewise, consumers have sole discretion whether to engage with service providers under a work order. Accordingly: Though Traid makes efforts to ensure availability of the Platform, Traid cannot assure that the Platform will be undisrupted, error-free or available at all times. From time to time the Platform may be inaccessible or inoperable or operate improperly for any reason, including, without limitation: (i) periodic maintenance and upgrade procedures; (ii) repairs which Traid may undertake; or (iii) any cause beyond the control of Traid,. The Platform is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Traid, its affiliates, their officers, directors, employees, licensors and agents disclaim all warranties, explicit or implied, in connection with the Platform and users’ use thereof, including without limitation, implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and availability. Traid do not warrant or represent any warranty or representation concerning any service provider or consumer including not the suitability, legality, performance of service providers’ offerings/proposals/quotes etc. and do not guarantee that any material they upload to the Platform or which can be accessed to through the Platform in their regard is true and correct/complete/not misleading/up-to-date, and our acceptance of service providers/consumers to the Platform does not assure their future behavior, nor does it verify their past behavior. We do not endorse or recommend any third-party originated information, products or services offered on or through the Platform. You must make your own enquiries and decisions about the accuracy and reliability of any information, and the suitability of third-parties’ products or services. We specifically disclaim any representation or warranty or liability concerning the scoring provided by Traid, and draw your attention to the specific clause addressing the subject of scoring above, under the subject Description of Service. Though Traid maintains operational and technological measures and procedures to safeguard against unauthorized access, loss, destruction, theft, use or disclosure of the data transmitted through the Platform, it is clarified that no assurance against cyber-attacks and vulnerabilities is provided. The World Wide Web is an unsecure public network. Downloadable files as well as links to third party’s resources may contain computer viruses, spyware, malware, disabling codes, worms etc. We encourage you to take appropriate and adequate measures and precautions to protect against such threats and prevent loss/damage to your computer systems, software or data. ​Under no circumstances shall Traid or any of the above disclaiming parties be liable to you or any other person for any indirect, incidental, consequential, special or punitive damages (including, but not limited to, loss of income revenue, lost profits, replacement goods, cost of replacement goods, loss of technology, rights or services, loss of information, or interruption, loss of use of service or equipment, loss of opportunity or goodwill, loss of anticipated savings) for any matter arising from or relating to these terms or the Platform, including, without limitation, (a) your use or inability or access to use the Platform, (b) delay, failure, unauthorized access to, or alteration of, any transmission or data, (c) any material or data sent or received or not sent or received, (d) any transaction or agreement entered into through the Platform, or (e) any data or material from a third person accessed on or through the Platform; all whether such liability is asserted on the basis of contract, tort or otherwise, and even if Traid is advised of the possibility of such damages. In no event shall the liability of Traid and its disclaiming parties for direct damages, should your sole and exclusive remedy below be held invalid or void by court of competent jurisdiction, exceed the amount paid by you to (not through)[related to payments and money track] Traid during the 6 months period preceding the cause of claim. . The aforesaid limit shall not be enlarged by the existence of multiple claims.

Your sole and exclusive remedy in the event of any material breach of these Terms by Traid, or for any other matter arising from or relating to these Terms or the Platform, shall be to discontinue use of the Platform. The limitations in this Section ‎shall apply to all claims, damages, losses, costs and expenses howsoever caused and whether for breach of contract, in tort, by way of negligence, strict liability, or otherwise, even if advised of the possibility of such damages and even if such damages were reasonably foreseeable. You agree to release, defend (at Traid’s option), indemnify, and hold Traid, its affiliates, and their personnel, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) if you are a service provider, services/products/offerings you offer/provide/sell to consumers (ii) your breach of these Terms (or the Privacy Policy or the Payment Terms referred to herein), (iii) your interaction with any counterparty (service providers with consumers and vice versa) and any loss or damage of any kind arising in connection with or as a result of such interaction,.

Reporting Violations If you come across any content that may violate our Terms, you should report it to us at: legal@traid.io.

Notices Notices to you may be made via the Platform and/or email. Traid may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally through the Platform. You agree that all agreements, notices, disclosures and any other communications that Traid provide as aforementioned satisfy any legal requirement that such communications be in writing. If email notice is provided, not receiving notice due to an invalid e-mail address you have provided (or your failure to update us regarding new email address) will neither release you of your obligations under these Terms, nor be deemed a valid excuse for any reason. We do not accept any responsibility or liability for any loss to you caused by the delay or failure of delivery of emails from us for any reason. Export/Sanctions Regulations Users hereby undertake to comply with all applicable sanction, embargo and/or export control laws, regulations and policies, as well as all applicable UN sanctions, including any economic sanctions laws and any regulations of the State of Israel and the United States of America. Account Suspension/Termination You should acknowledge that Traid may refuse/suspend/block/disable access to the Platform or may terminate or delete your account with or without notice for any reason, including, but not limited to, a suspected violation of these Terms, at Traid sole discretion. As a result of the account suspension/termination you may lose contents available through the Platform, and Traid shall have no responsibility for any consequence of the foregoing and no liability to any loss you may have as a result. If you have more than one account, Traid may terminate all your accounts. If you believe that any such action has been taken against your account in error, please contact us at: legal@traid.io. You further agree that Traid may take further actions as to ensure user’s compliance with these Terms, including, but not limited to IP address blocking. Upon termination, all rights granted to you in these Terms will immediately cease. Modification Traid may make, from time to time, modifications, additions and/or upgrades to the Platform, and these Terms shall apply to any such modifications, additions and/or upgrades that Traid may make available to you under the terms herein. In case of an adverse modification and/or addition to the Platform Traid shall notify you (whether by notice published at www.Traid.io, or by notice published through the Platform, or by email to you of the change and such an adverse change (if any) shall only apply from the moment of the aforesaid notification and on, meaning shall not apply retroactively. Force Majeure Traid shall not be liable for any failure due to causes beyond its reasonable control including, but not limited to, natural or artificial disaster, riot, war, strike, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, pandemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or products through its regular sources, which shall be considered as an event of force majeure excusing Traid from performance and barring remedies for non-performance. In an event of force majeure condition, Traid’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Traid to any liability or penalty. Traid may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to user. General By using or visiting thePlatform, you agree that only [the laws of [we’ll decide which US state considering payment regulations] , without regard to principles of conflict of laws and regardless of your location, will govern these Terms and any dispute of any sort that might arise between you and Traid. Any claim or dispute between you and Traid that arises in whole or in part from your use of the Services shall be decided solely and exclusively by a court of competent jurisdiction located in Israel, to the express exclusion of any other courts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non convenient with respect to venue and jurisdiction in the courts of Israel