Welcome to CASHBOT.AI INC. Cashbot.ai is an online platform that allows developers, individuals, companies, and agencies to easily build, run, and manage marketing, advertising, commerce and commercial Campaigns. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services, Campaigns and applications (the “Services”) and the agreement that governs your participation in Cashbot.ai marketing and advertising campaigns. If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at , 2150 Shattuck Ave, Berkeley, CA 94704
Effective September 21, 2018
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
“Ad” means advertising in any form or media whatsoever, including, but not limited to, text, video, Links, graphic artwork, images, and downloads of third party software applications.
“Advertiser” means an entity engaging Cashbot.ai INC and/or Publisher, directly or through their agents or representatives, to deploy advertising campaign(s) on Publisher Properties.
“Artificial Traffic” means invalid, automated, deceptive or fraudulent impressions, clicks, actions, which may, without limitation, be generated by or originating from any person or which may originate without limitation from automatic openings, spiders, robots, automated programs, browser toolbar, adware or spyware, requests in e-mail or chat rooms, script generators, placing and using the Cashbot.ai Program in a manner they are not intended to be placed or used, impressions, clicks, actions which are not generated by a end user, human, using a messaging application, browser, chatbot, voice application, and impressions, clicks, actions, which are not preceded by an active act of an end user.
“Campaign” means any component or subcomponent of the Program as defined in section 2 of this agreement.
“Campaign Action” or “Action” as it relates to any ongoing, future or past campaign is defined as any measurable event that can be tracked and reported upon, in the context of a Campaign. Actions will be defined, counted and reported upon, solely by Cashbot.ai INC. Example Actions may be clicks on a Cashbot.ai advertisement.
“Chatbot” means an application and/or a Publisher Property operated by the Publisher, that can be used to view and access advertising campaigns generated and measured by Cashbot.ai.
“CPM” means a campaign for which Publisher shall be paid on a cost per thousand Impressions basis; where “Impression” is an instance in which a Served Ad is served to, and received by, a unique visitor on the Publisher Property as measured by Cashbot.ai, not including automated page refreshes. Notwithstanding the foregoing, a Video Ad served with any companion banner shall count as a single Impression as measured by Cashbot.ai.
“Device” means an electronic device that can be used to view and access the Publisher Properties, such as, but not limited to, computer, laptop, tablet, or smartphone.
“InImageLinks” means an ordered group of search keywords and served ads generated by Cashbot.ai based on the Publisher page content, Publisher Property, or other information specific to the Publisher, and displayed as search links at the bottom of an image on the Publisher Property.
“Landing Page” means the web page that users are taken to when any of the Ads displayed on that Publisher Property are clicked by the user.
“Marketing Technology” means any software application proprietary to Cashbot.ai that it makes available to Publisher for installation on Publisher's servers or on a Publishers applications to enable Publishers use of the Services in accordance with this Agreement and each relevant iteration.
“Native Ads” means a form of paid media where the ad experience follows the natural form and function of the user experience in which it is placed.
“Property(ies) or Publisher Property(ies)” means Internet web site(s), chatbots, messenger bots, chat applications, voice applications, voice skills, voice actions which Served Ads may be displayed in connection with and pursuant to the provisions of this Agreement and that can be accessed from the Devices listed in Schedule A;
“Related Search Results” means the individual related terms that may be displayed on the landing Page of a particular Publisher Property.
“Revenue Share” means, with respect to a campaign for which payment is based upon a percentage of Net Revenue, an amount equal to the product of (i) the Net Revenue during the applicable calendar month, multiplied by (ii) the applicable revenue share percentage payout rate.
“Served Ads” means Ads, such as Native Chatbot Ads, Native Voice Ads, and other advertisement types that may be offered as the Program evolves and served by Cashbot.ai INC on a Publisher Property;
2.1 Program description
Cashbot.ai operates a marketing network of online distribution channels owned and/or operated by various entities with whom Cashbot.ai has contracted in order to arrange for the display of advertisements consisting of one or more of Served Ads
Upon request, Publisher will deliver Ads provided by Cashbot.ai on behalf of one or more third party Advertisers or their representatives or agents to the Publisher Properties for the benefit of such Advertiser. Upon acceptance of the Ad and subject to the terms and conditions of this Agreement, Publisher will display the Ads on the Publisher Properties.
Publisher acknowledges that certain aspects of this Agreement require the integration of advertising instructions and code in the form of Tags provided by Cashbot.ai into Publisher's web sites, video player, mobile applications, advertising management system, content management system, or other properties.
Publisher desires to implement Tags to enable the display of Served Ads on the Publisher Properties for Publisher-approved Cashbot.ai Served Ad deployments.
Publisher and Cashbot.ai will therefore work together in good faith to incorporate
such appropriate Tags as determined by Cashbot.ai and Publisher, and to address any other
technical issues relating to the integration of Cashbot.ai's service into the Publisher Properties.
writing by Cashbot.ai (including by electronic mail).
All Ads shall be grouped by Cashbot.ai and displayed to end users of the Property(ies) as ad units. Publisher acknowledges and agrees that the ad units: (i) shall only be displayed in connection with the Property(ies), and (ii) shall be subject to the placement guidelines set forth herein.
Any modification by Publisher to the user interface of Served Ads, including without limitation the labeling, integration, placement, size, color and font may not be implemented without Cashbot.ai’s prior written approval.
Publisher will follow the Cashbot.ai Specifications for Different Deployment Methods attached hereto as Schedule B.
2.2 Prohibited Uses
Participation in the Program is subject to Publisher’s continued compliance with the prohibited uses set forth herein (the “Prohibited Uses”).
Publisher shall not, and shall not authorize or encourage any third party to:
(i) copy, edit, modify, repurpose or transform, to any extent and in any manner whatsoever, any Served Ad;
(ii) redistribute any Served Ad;
(iii) block, obscure, remove, minimize or otherwise interfere with the delivery or display of any Served Ad;
(iv) insert a link into any Served Ad or otherwise cause an end user to be directed to a web page other than the web page that would be accessed by an end user clicking on the Served Ad and the Landing Page;
(v) frame any Served Ad within, or otherwise display with, any type of content other than approved by Cashbot.ai or any website or property other than a Publisher Property or otherwise limit the full and complete display of any Served Ad;
(vi) insert any code, content or other material between a Served Ad and the resulting web page linked to the ad unit;
(vii) directly or indirectly generate impressions or clicks on any Served Ads through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated tools and/or computer generated search requests, and/or the unauthorized use of other services and/or software;
(viii) display any Served Ad on any chatbot, chat application, webpage, mobile app, voice skill, voice action, messaging application or have links to any pornographic materials, hate-related materials, materials promoting violence, the use of firearms or discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed harmful to the reputation of Cashbot.ai in its sole discretion;
(ix) spider, crawl, index in any non-transitory manner, store or cache or otherwise collect information obtained from Served Ads or from end users clicking on ads;
(x) disseminate malware;
(xi) promote any software piracy systems (warez, cracking, etc.), hacking, phreaking, emulators, ROM’s, or illegal MP3 activity;
(xii) maintain results obtained from use of Served Ads to mitigate revenue obligations or provide such results to any third parties;
(xiii) drive traffic to publisher property while running a Cashbot.ai ad campaign, through incentivized click programs, spam, email marketing, paid-to-surf, autosurf, click-exchange programs, unwanted advertisements on third- party websites, toolbars and other unsolicited software downloads;
(xiv) fail to comply with the Program implementation and operation obligations as set forth in this Agreement or guidelines made available by Cashbot.ai to Publisher.
Publisher will provide and will regularly update Cashbot.ai with the attributes of each of the placements where it intends to run ads provided by Cashbot.ai ("Ad Placement Descriptions"), which will include the URL of the Chatbot or equivalent or mobile application on which the placement exists; whether the placement is owned by Publisher; the category of content to which the placement is adjacent; will specify incentivized offers or traffic and other attributes which may be requested by Cashbot.ai from time to time. Under no circumstances shall Publisher be permitted to run Ads in placements that (i) are presented or located in such a manner that would make it unlikely that the Ads would be viewed by humans. Cashbot.ai reserves the right to deny payment to Publisher based upon placements that Cashbot.ai, in its sole determination, discovers have run in that are not consistent with the Ad Placement Description provided by Publisher or that are not consistent with
Cashbot.ai's publisher requirements as set forth hereto.
2.3 Integration and Availability
Publisher understands and agrees that from time to time the Cashbot.ai ad serving may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Cashbot.ai may undertake from time to time; or (iii) other causes beyond the control of Cashbot.ai, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. While Cashbot.ai will attempt to provide ad serving on a continuous basis, Publisher acknowledges and agrees that Cashbot.ai has no control over the availability of ad serving on a continuous or uninterrupted basis. Publisher also understands and agrees that Cashbot.ai is not responsible for the functionality of any third-party website or interface. Failure to deliver hereunder due to technical difficulties does as set forth above not represent a failure to meet the delivery obligations under this Agreement.
2.4 Publisher Terms
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
Customer/Publisher/Partner and each Customer’s Customer are hereinafter referred to as the "Data Exporter" with respect to the personal data provided by that Data Exporter.
Cashbot.ai INC as defined in the Cashbot Agreement is hereinafter referred to as the "Data Importer" or “Cashbot.ai.
The Data Exporter(s) and the Data Importer, each a “party” and collectively “the parties” HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the Data Exporter to the Data Importer of the personal data specified in Appendix 1.
Publisher agrees that all reporting of Campaign metrics, key performance indicators and outcomes that can be counted; will be provided by Cashbot.ai. In the event that there are multiple reporting systems used, any discrepancy will resolved using Cashbot.ai reports and counts. Cashbot.ai will post reports on Served Ads on Cashbot.ai’s website for the Publisher to access data on an ongoing basis, including data with respect to the actualized revenue for each Action. Cashbot.ai may occasionally be required to suspend the reporting functionality in order to provide the Maintenance Services; provided that Cashbot.ai shall use its reasonable efforts to provide Partner with advanced notice of any such suspension.
Publisher agrees it will not directly or indirectly through a third-party (a) make unauthorized modifications, reverse engineer, disassemble, decompile, attempt to derive source code of, or hack any Cashbot.ai Marketing Technology; or (b) hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or destructive code any Cashbot.ai Marketing servers, computer equipment, software or other technological resources.
3. PAYMENT; TAXES
3.1 Payment to Publisher
If the balance is $100 USD or more, Cashbot.ai will make payments to Publisher based on the payment terms and rates set forth in the applicable Schedule A within sixty (60) days after the end of each calendar month in which the Served Ads run; provided that Cashbot.ai has received the respective payments from Advertisers.
Cashbot will make every attempt to make payments within thirty (30) days, or by end of the calendar month, but reserves the right to delay payment at the sole discretion of Cashbot.ai management.
Before sending the Revenue Share to Publisher, Cashbot.ai may provide Publisher with a preliminary estimate of the Revenue Share. Publisher acknowledges and agrees that such estimate is not binding on Cashbot.ai and is subject to change, and that the actual Revenue Share payable to Publisher shall be finally determined only after Cashbot.ai has received the Net Revenue in question.
3.2 Payment to Cashbot.ai (Direct Sales by Publisher)
In case the Publisher contracts with an Advertiser, either directly or though such Advertiser’s agents or representatives, in connection with the Program, and collects payments for the Served Ads from such Advertiser, the Publisher will, within sixty (60) days after the end of each
The Parties agree that the specifics of the Parties’ participation in the Program, including but not limited to, the list of the Publisher Properties, the manner in which Served Ads are to be delivered and counted, and revenue sharing between the Parties, as applicable, will be set as such scenarios arise.
3.3 Currency; Taxes.
Unless otherwise agreed by the Parties, all earnings shall be tracked and reported upon in US Dollars.
Unless otherwise agreed by the Parties, all payments shall be made in US Dollars.
The agreed Revenue Share is inclusive of any taxes or other official duties, which may be charged from the Revenue Share. Publisher agrees to pay all applicable taxes or charges imposed by any government entity in connection with Publisher’s participation in the Program or receipt of the Revenue Share. In case Cashbot.ai has an obligation to pay withholding tax or other official charges based on the Revenue Share, Cashbot.ai shall be entitled to deduct corresponding amounts from actual payments made to Publisher.
Each Party shall be liable for its own applicable official charges as well as charges imposed by the bank or other credit institution engaged by the Party to send and receive payments under this Agreement.
Cashbot.ai reserves the right to withhold from making any payments in case it has reason to believe Publisher have breached the terms of this Agreement. If Publisher disputes any payment made under this Agreement, it must notify Cashbot.ai in writing within thirty (30) days of any such payment, and failure to so notify Cashbot.ai shall result in the waiver by Publisher of any claim relating to any such disputed payment.
Payment of Revenue Share is subject to Publisher providing Cashbot.ai with such payment, identification and other information and documentation as Cashbot.ai may request from Publisher from time to time. Publisher understands that Cashbot.ai may not be able to pay it the Revenue Share in accordance with this Agreement should Publisher fail to provide such information or material or if such information or material is not correct, complete or up-to-date.
3.4 Other Provisions
Cashbot.ai shall have the responsibility in its sole and reasonable discretion for calculation of statistics and payments, including, but not limited to, impressions, Unique Clicks, actions and revenue generated on or through the Publisher Properties, as applicable and as set forth in section 2.5 herein. All Net Revenue and payment calculations hereunder will be based solely on such calculations and considered final.
Cashbot.ai will only pay Publisher for valid Actions and valid advertising Clicks and Conversions. Cashbot.ai shall use its reasonable judgment in detecting and measuring invalid Actions through various methods, including, but not limited to, its proprietary methods and third party validation tools. Cashbot.ai shall make commercially reasonable efforts to notify Publisher promptly of instances when invalid Actions is detected and any adjustments will be made as soon as practical. For clarity, Cashbot.ai shall not be obliged to pay any amounts to Publisher for any advertising Actions or any other action which, pursuant to Cashbot.ai’s reasonable assessment, may be: (i) based on Artificial Traffic, (ii) originating from Publisher’s IP addresses or computers or networks under Publisher’s control, (iii) solicited, requested or purchased by Publisher for the purpose of accumulate Revenue Share; (iv) impressions for which Cashbot.ai is unable to charge its customers (for whatever reason); or (v) impressions co-mingled with a significant amount of Artificial Traffic.
If at any time within one (1) year from the date of the payment by Cashbot.ai of the revenue share to Publisher hereunder, a third party, including, but not limited to, any of the Advertisers or partners, makes a valid claim as to any portion of the payments made to Cashbot.ai, Cashbot.ai will have the right to subtract such amounts from the Net Revenue and adjust its payments to the Publisher as part of the Revenue Share accordingly. It is understood that an Advertiser may fail to pay Cashbot.ai, or require Cashbot.ai to refund amounts previously paid, because of violations of third parties’ security or other reasonable requirements, for example, due to detection of robotic or other suspicious click-throughs. Any refund obligation to such third party provider or Advertiser that is the result of Cashbot.ai’s breach of its obligations would not create a refund obligation for the Publisher. If Cashbot.ai is required to make such refund due to Publisher’s violations, upon notice to Publisher, Publisher shall promptly refund its share of such refund payment.
4. DATA PRIVACY; TOKENS AND UNIQUE IDENTIFIERS
Publisher acknowledges that (i) the Program employs proprietary technology (Token) intended to create a unique identifier for each end user who interacts with an ad. Tokens are stored on computers used by Cashbot.ai, are generated by end users who visit Publisher Properties and such Tokens transmit to Cashbot.ai anonymous numerical identities which primarily are used to identify and prevent fraudulent behavior such as click fraud. Cashbot.ai maintains the right to use it’s technology for the purposes of assembling anonymous user data such as but not limited to: navigational, behavioral and tracking information about the end users’ use of such Publisher Properties; (ii) Cashbot.ai will not be responsible for any damages or claims from users of Publisher’s Properties arising out of such tokens.
5. CONFIDENTIALITY OBLIGATIONS
Each Party agrees not to disclose the other Party's Confidential Information without their prior written consent. For purposes of this Agreement, "Confidential Information" includes, limitation: (a) all intellectual property, including, all software, technology, programming, technical specifications, materials, guidelines and documentation relating to each Party's participation in the Program; (b) any click-through rates or other statistics relating to Served Ads performance on Properties, financial information (including pricing), business information, including operations, planning, marketing interests, products and any reporting information; and (c) any other information designated in writing as "Confidential" or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary given its nature or the circumstances under which it was disclosed. Confidential Information does not include without information that has become publicly known through no breach by the recipient Party of these confidentiality obligations or information that has been: (x) independently developed without access to Confidential Information, as evidenced in writing; (y) rightfully received from a third party without a breach of confidentiality by such third party; or (z) required to be disclosed by law or by a governmental authority; provided that the Party whose Confidential Information is required to be disclosed is given sufficient notice and assistance to seek a protective and such disclosure.
6. TERM AND TERMINATION
6.1 Termination by Cashbot.ai
This Agreement, as may be amended, is valid until terminated as permitted hereunder.
Upon a thirty (30) day written notice to Publisher, Cashbot.ai reserves the right to terminate this Agreement at any time, with or without cause. Notwithstanding the previous sentence, Cashbot.ai reserves the right to terminate this Agreement at any time without notice, if Cashbot.ai in its sole discretion determines that Publisher is using the Program or Served Ads in a manner that may be construed as illegal, unethical, defamatory or that otherwise may reflect negatively upon Cashbot.ai's reputation or that of Cashbot.ai's partners, or if Publisher breaches any other term or condition of this Agreement and is not able to cure the same within five business days of notice thereof, unless explicitly permitted otherwise.
Publisher acknowledges that any attempted participation in or violation of any of the Prohibited Uses is a material breach of this Agreement as to which Cashbot.ai may pursue any and all applicable legal and equitable remedies against Publisher, including an immediate suspension of Publisher’s account or termination of this Agreement.
6.2 Termination by Publisher
Publisher reserves the right to terminate this Agreement upon a thirty (30) day written notice to Cashbot.ai at any time, with or without cause; provided that the Publisher must perform its obligations in relation to the Ad Campaigns agreed to before such termination date unless agreed otherwise by the Parties in writing.
Upon termination, Publisher agrees to remove from its Properties any and all Cashbot.ai ad serving code supplied to Publisher by Cashbot.ai. Publisher will be paid, in the next scheduled payment cycle following termination, all payments due through and including the time of termination.
If Cashbot.ai is entitled to payment of any amounts by the Publisher as set forth in section 3.2 hereof (Direct Sales by Publisher), Publisher shall pay such amounts pursuant to Schedule A as of the termination date in case this Agreement is terminated by any Party.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES
7.1 Mutual Representations and Warranties
Each Party represents and warrants at all times that: (i) it is duly organized and validly existing and in good standing under the laws of the state of its incorporation; (ii) it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (iii) it is duly authorized to execute and deliver this Agreement and duly authorized to perform its obligations and exercise its rights hereunder; (iv) this Agreement is a legal and valid obligation, binding and enforceable in accordance with its terms; (v) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; and (vi) it will comply at all times with all applicable laws, rules and regulations relevant to the performance of its obligations under this Agreement.
7.2 Publisher Representations and Warranties
Publisher represents and warrants that: (i) it will comply with all applicable laws and regulations related to Children's Online Privacy Protection Act of 1998 and its rules, as the same may be amended from time to time (collectively, "COPPA"); (ii) except as specifically set forth in a notice described in this section, the Publisher Properties are not directed to children under the age of thirteen and Publisher does not have actual knowledge that the Publisher Properties collect personal information from children under the age of thirteen; (iii) it shall not collect or pass to Cashbot.ai any personal information for any purpose not permitted under COPPA; (iv) Publisher Properties will not contain or promote any information or content that is illegal, contrary to any industry code, indecent, obscene, defamatory, threatening, harass, discriminatory, in violation of third party intellectual property, privacy or publicity rights; (v) it has paid all license fees and/or other fees required to be paid to third parties for performance of Publisher's obligations or exercise of Publisher's rights hereunder, for the grant of the licenses hereunder, and for any other act by Publisher under this Agreement ("Publisher License Fees") and Publisher covenants to timely pay any Publisher License Fees required to be paid in the future; (vi) it owns or has appropriate license to all content on its Properties, and any Publisher License Fees required for Publisher content are Publisher's obligation and not the obligation of Cashbot.ai; (vii) it owns or has appropriate rights to the Publisher Properties; and (viii) it has all rights, licenses, and permissions necessary to serve Ads on the Properties, including, but not limited to, with any and all third party content used in conjunction with Served Ads, such as, without limitation, images, video, and other copyrighted material.
Publisher shall provide prompt written notice to Cashbot.ai if the representations in the foregoing subsection (y) are, or become, untrue with respect to any Property; provided, however, that no such notice shall relieve Publisher of its obligations pursuant to such representations until such notice is received by Cashbot.ai.
7.3 Disclaimer of Warranties
ALL AD SERVING IS PROVIDED BY Cashbot.ai ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Cashbot.ai MAKES NO WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING BY TRADE USAGE OR COURSE OF DEALING OR PERFORMANCE, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN.
8. INTELLECTUAL PROPERTY
Cashbot.ai grants Publisher a limited, non-exclusive, non-transferable, revocable license during the term of this Agreement to use, reproduce and display on the Property(ies) the Served Ads in accordance with the terms of this Agreement.
Neither Party shall use the other Party's tradenames, trademarks or service marks in a manner that disparages the other Party or its products or services, blurs, dilutes or otherwise diminishes the other party's tradenames, trademarks, service marks or other intellectual property, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party shall comply with the other party's requests as to the use of the other party's tradenames, trademarks, service marks and will avoid any action that diminishes the value of such marks.
Subject to the limited licenses granted to Publisher hereunder, each Party owns and shall retain all right, title and interest in its tradenames, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, know-how and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future (“Intellectual Property”). Except as provided in this Agreement, neither Party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the
Intellectual Property of the other Party without the express written consent of such party.
All data that is collected by Cashbot.ai while performing its obligations under this Agreement is the property of Cashbot.ai. Cashbot.ai currently uses and plans to continue to use data that it collects in an aggregate and anonymized form. In addition, any statistical data and information arising out of the use and impressions of the Program, as well as any technical feedback and error reports, improvement proposals and other user feedback arising related to the Program is exclusive property of Cashbot.ai and constitutes Cashbot.ai Confidential Information.
The Parties acknowledge and agree that Cashbot.ai is not responsible and under no circumstances shall be liable to Publisher or any third party for any content of the Publisher’s Properties, Served Ads, or any other content or material provided to Cashbot.ai by Advertisers, Publisher, partners, and other third parties.
9. LIMITATION OF LIABILITY
EXCEPT FOR EACH PARTY’S (I) INDEMNIFICATION OBLIGATIONS HEREUNDER AND (II) BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT FOR Cashbot.ai’S (I) INDEMNIFICATION OBLIGATIONS HEREUNDER AND (II) BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, UNDER NO CIRCUMSTANCES WILL Cashbot.ai BE LIABLE TO THE PUBLISHER FOR DAMAGES IN EXCESS OF AMOUNTS PAYABLE BY Cashbot.ai PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTH PERIOD LEADING UP TO THE CLAIM. PUBLISHER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE REVENUE SHARE, WHICH WOULD HAVE BEEN SUBSTANTIALLY DIFFERENT IF Cashbot.ai WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. Cashbot.ai HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PARTICIPATE IN THE PROGRAM PURSUANT TO THIS AGREEMENT.
Publisher agrees to defend and indemnify Cashbot.ai, its officers, directors and employees from any and all liabilities, damages, losses, costs and expenses (including reasonable attorney fees) (“Losses”) resulting from any claim by a third party to Cashbot.ai, asserting: (i) that the Publisher Properties, any other materials or services provided by the Publisher constitute infringement of such third party’s right of publicity, misappropriate a name or likeness, are a false endorsement or are obscene, defamatory, fraudulent or misrepresentative, or infringe upon or violates any intellectual property rights of another, (ii) violation of law by the Publisher; or (iii) arising out of the Publisher’s breach of this Agreement.
Cashbot.ai agrees to defend and indemnify the Publisher, its officers, directors and employees from any and all liabilities, damages, losses, costs and expenses (including reasonable attorney fees) (“Losses”) resulting from any claim by a third party to the Publisher, asserting that the technology and software developed and used by Cashbot.ai in performance under this Agreement infringes upon or violates any intellectual property rights of such third party; provided that (i) Cashbot.ai shall be responsible under this section only to the extent such claim is caused by the technology and software developed and used by Cashbot.ai in performance under this Agreement and (ii) Cashbot.ai shall have no liability or obligation under this section with respect to any claim if such claim is caused in whole or in part by (a) modification of the Cashbot.ai technology and software by anyone other than Cashbot.ai; or (b) the combination, operation or use of such Cashbot.ai technology and software with other hardware or software where the Cashbot.ai technology and software would not by itself be infringing.
The indemnifying Party shall have the right to control the defense of any respective claim
as set forth in section 10.1 above and to choose counsel for such purpose to the extent it is participating in defending such claim, provided that the indemnified Party may participate at its own cost and expense. The indemnified Party will not agree to any stipulation, admission, or acknowledgment of any fault, guilt, wrongdoing or liability, or settlement on its behalf without its prior written consent.
Publisher hereby authorizes Cashbot.ai to publish a press release announcing the relationship and the Parties’ participation in the Program. Such press release will be reviewed and approved by both Parties in advance. Publisher also agrees that Cashbot.ai may use Publisher’s name and logo in presentations, marketing materials, customer lists and site listings of customers.
12. GOVERNING LAW
This Agreement, its interpretation, performance or any breach thereof, shall be construed in accordance with, governed by and all questions with respect thereto shall be determined by, the laws of the State of California applicable to contracts entered into and wholly to be performed within said state. Each Party hereby consents to the personal jurisdiction of the State of California, acknowledges that venue is proper in any Federal or state court in the State of California, agrees that any action arising out of or related to this Agreement must be brought exclusively in a Federal or state court in the State of California and waives any objection it has
or may have in the future with respect to any of the foregoing.
Except as provided elsewhere herein, both Parties must send all notices relating to this Agreement as follows: (i) if to Cashbot.ai, via e-mail, registered mail, return receipt requested or via an internationally recognized express mail carrier to 150 Mathilda Place, Suite 102, Sunnyvale, CA 94086; and (ii) if to Publisher, to the physical address listed above via registered mail, return receipt requested or via an internationally recognized express mail carrier, or to the
email address set forth on the signature page to this Agreement.
Rights or obligations under this Agreement are assigned by Cashbot.ai to Publisher, who agrees to consent, as part of the acceptance of Advertising campaigns managed by Cashbot.ai. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.
If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both
The relationship between Cashbot.ai and Publisher is not one of a legal partnership relationship or joint venture, but is one of independent contractors.
For the purposes of clauses:
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) 'the Data Exporter' means the controller who transfers the personal data;
(c) 'the Data Importer' means the processor who agrees to receive from the Data Exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the subprocessor' means any processor engaged by the Data Importer or by any other subprocessor of the Data Importer who agrees to receive from the Data Importer or from any other subprocessor of the Data Importer personal data exclusively intended for processing activities to be carried out on behalf of the Data Exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the Data Exporter is established;
Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Third-party beneficiary clause
1. The data subject can enforce against the Data Exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the Data Importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the Data Exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the Data Exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the Data Exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the Data Exporter
The Data Exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the Data Exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the Data Importer to process the personal data transferred only on the Data Exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the Data Importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the Data Importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the Data Exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information; (i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the Data Importer under the Clauses; and (j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of the Data Importer
The Data Importer agrees and warrants:
(a) to process the personal data only on behalf of the Data Exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the Data Exporter of its inability to comply, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the Data Exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the Data Exporter as soon as it is aware, in which case the Data Exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the Data Exporter about: (i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation, (ii) any accidental or unauthorised access, and (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the Data Exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the Data Exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the Data Exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the Data Exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the Data Exporter;
(h) that, in the event of subprocessing, it has previously informed the Data Exporter and obtained its prior written consent; (i) that the processing services by the subprocessor will be carried out in accordance with Clause 11; (j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the Data Exporter.
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor, is entitled to receive compensation from the Data Exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the Data Exporter, arising out of a breach by the Data Importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the Data Exporter has factually disappeared or ceased to exist in law or has become insolvent, the Data Importer agrees that the data subject may issue a claim against the Data Importer as if it were the Data Exporter, unless any successor entity has assumed the entire legal obligations of the Data Exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The Data Importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the Data Exporter or the Data Importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the Data Exporter or the Data Importer, unless any successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Mediation and jurisdiction
1. The Data Importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the Data Importer will accept the decision of the data subject: (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority; (b) to refer the dispute to the courts in the Member State in which the Data Exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Cooperation with supervisory authorities
1. The Data Exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the Data Importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the Data Exporter under the applicable data protection law.
3. The Data Importer shall promptly inform the Data Exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the Data Importer, or any subprocessor, pursuant to paragraph 2. In such a case the Data Exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the Data Exporter is established.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
1. The Data Importer shall not subcontract any of its processing operations performed on behalf of the Data Exporter under the Clauses without the prior written consent of the Data Exporter. Where the Data Importer subcontracts its obligations under the Clauses, with the consent of the Data Exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the Data Importer under the Clauses (This requirement may be satisfied by the subprocessor co-signing the contract entered into between the Data Exporter and the Data Importer which is based on the terms and conditions of this Agreement.). Where the subprocessor fails to fulfil its data protection obligations under such written agreement the Data Importer shall remain fully liable to the Data Exporter for the performance of the subprocessor's obligations under such agreement.
2. The prior written contract between the Data Importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the Data Exporter or the Data Importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the Data Exporter is established.
4. The Data Exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the Data Importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the Data Exporter's data protection supervisory authority.
Obligation after the termination of personal data processing services
1. The parties agree that on the termination of the provision of data processing services, the Data Importer and the subprocessor shall, at the choice of the Data Exporter, return all the personal data transferred and the copies thereof to the Data Exporter or shall destroy all the personal data and certify to the Data Exporter that it has done so, unless legislation imposed upon the Data Importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the Data Importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore. 2. The Data Importer and the subprocessor warrant that upon request of the Data Exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties Description of the technical and organizational security measures implemented by the Data Importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
Sub-Processors will be bound to adhere to similar but not identical organizational security measures which shall not fall below the level of data security as agreed herein. Any organizational security measures are subject to change as technical standards evolve and such changes can be implemented by Data Importer. If so requested, data importer will provide data exporter with a description of the then current measures.
Access control to premises and facilities:
Only authorized representatives have access to Cashbot premises and facilities.
Cashbot has physical offices in office buildings located in Berkeley, CA, USA. Keys to the office locations are issued to all employees in accordance with their need to have access. The distribution and usage of keys are managed and monitored by the Office Manager.
The Berkeley office is secured and monitored by SimpliSafe security system on a 24/7 basis, which includes access to police dispatch. There is paid security during working hours and during weekends access to the elevators and stairwells are only possible for those employees granted access Key points within the Berkeley office building are monitored by security cameras.
Offices are secured outside of regular business hours.
2. Physical access:
Cashbot ensures physical access to Personal Data is protected.
Cashbot runs its services from professional, third-party production data centers that meet a broad set of international and industry-specific compliance standards, such as ISO 27001, HIPAA, FedRAMP, SOC 1 and SOC 2, as well as country-specific standards like Australia IRAP, UK G-Cloud, and Singapore MTCS. Rigorous third-party audits, such as by the British Standards Institute, verify adherence to the strict security controls these standards mandate.
Power and telecommunications cabling carrying Personal Data or supporting information services at the production data center are protected from interception, interference and damage.
Production data centers and their equipment are physically protected against natural disasters, malicious attacks and accidents.
Equipment at production data centers is protected from power failures and other disruptions caused by failures in supporting utilities, and is correctly maintained.
3. Access control to systems:
Cashbot data processing systems are used only by approved, authenticated users.
Access to Cashbot internal systems is granted only to Cashbot Personnel and/or to permitted employees of Cashbot’s subcontractors and access is strictly limited as required for those persons to fulfill their function.
Access to production servers is secured against unauthorized use through the encrypted data transmission over SSL/SSH.
All users access Cashbot systems with a unique identifier (user ID).
Each computer has a password-protected screensaver.
Cashbot has a thorough procedure to deactivate users and their access when a user leaves the company or a function.
4. Access control to data:
Persons entitled to use data processing systems gain access only to the Personal Data that they are authorized to access.
Cashbot restricts Personnel access to files and programs on a "need-to-know” basis.
The production environment is separate from the development and testing environment.
Cashbot uses well-configured firewalls for their backend infrastructure.
Cashbot Platform contains capabilities to set roles and permissions to let Customers manage authorizations to set that Personal Data is only made available to appropriate users when needed.
5. Data Transmission:
Cashbot takes steps to prevent Personal Data from being read, copied, altered or deleted by unauthorized parties during transfer.
All Personal Data that is coming to Cashbot Platform from Facebook is transmitted in encrypted form over HTTPS protocol.
Cashbot Platform supports integrations with third-party services over HTTPS protocol.
The Customer is responsible for the security of Personal Data once it has been transmitted from Cashbot to the Customer including when downloaded or accessed by Customer users.
Third Party Programs & Services
Your use of the Services may also be governed by and subject to the Facebook Platform Policies (located at and Facebook Commerce Product Merchant Agreement (currently located here: which are hereby incorporated by reference and are in some cases part of these Terms. You are solely responsible and liable for complying with the Facebook Platform Policies and Facebook Commerce Product Merchant Agreement. Your use of the Services may also be governed by and subject to Amazon Associates Program Policies (located at ) and Amazon Associates Operating Agreement (currently located here: https://affiliate-program.amazon.com/help/operating/agreement), which are hereby incorporated by reference and are in some cases part of these Terms. You are solely responsible and liable for complying with all relevant program policies by Amazon.