IMPORTANT: BY ACCESSING AND/OR USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT ACCESS OR USE THE SERVICES.

 

1. Definitions

For purposes of this Agreement and all Exhibits thereto, the following capitalized terms shall have the following meaning:

1. 1. 1. “Ad Tag” means the code integrated into Creative Campaigns as syndicated content which enables the personalization of Creatives in accordance with the determined categories of data.
      2.  “API” means the application programming interface, provided by Alison as part of the Solution. The API encompasses the prescribed methods and data formats governing the exchange of information, providing a mechanism for Customer to programmatically access and engage with the functionalities and services embedded within the Solution. 
      3.  “API Services” constitute the specific functionalities and services provided through the API as an integral part of the overall Solution. These encompass, among other capabilities, the programmatic retrieval of Creative Campaign analytics, access to Customer Content, and execution of other actions supported by the Solution. API Services are intrinsic components of the broader Solution made available and offered by Alison, subject to the terms and conditions delineated within this Agreement.
      4. “Creative” or “Creative Campaign” means an advertisement campaign created by Customer or any third party and which is featured through proprietary accounts available on media platforms made available by Publishers. Creative Campaigns may include any videos, banners, posts etc.  
      5. “Customer Content” means all trademarks, trade names, logos, designs, images, product feeds, video assets, which are featured as part of Creatives generated by Customer and other content created by Customer. 
      6. “Deliverables” means those reports offering Creative Campaign performance analysis created through use of the Solution and which are generated in respect of each Title. 
      7.  “Documentation” includes any documents which set forth the technical specifications and functionalities of the Solution which is provided to Customer, including the onboarding process for the Solution.  
      8.  “Feedback” means any suggestions, ideas or feedback provided by Customer to Alison in respect of the Solution.
      9.  “Intellectual Property Rights” means all worldwide, whether registered or not (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications and mask work registrations; (c) trademarks, trade names, service marks, logos, domain names, goodwill and trade dress; (d) rights relating to the protection of trade secrets and confidential information; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
      10. “Publisher” means any third party platform (e.g. Facebook, TikTok, etc.) where a Customer or other third party uploads a Creative Campaign. 
      11. “Solution” means Alison’s dynamic advertisement analysis solution, including the API Services, which is offered and is used to scan Creative Campaigns for purpose of deriving Creative performance analysis. The Solution includes a dashboard enabling Customer to view performance analytics and obtain reports with respect of Customer’s Creatives Campaign and Creative Campaigns of third parties. 
      12. “Title” means each of Customer’s product or a specific product line which is the subject for Customer’s Creative campaign.  
   2.  Licenses; Authorization
      1.  Subject to all the terms and conditions of this Agreement, Alison hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable and fully revocable right to use the Solution internally, during the Term, for the purpose of viewing Creative Campaign analytics and obtain the Deliverables in respect therewith (the “Services”). If API Services are offered and selected, Alison also hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable and fully revocable right to install the API and use it for its intended purpose to gain access to and operate the various features and capabilities of the Solution as are made available via the API. Alison may impose reasonable usage limits on the API Services, and Customer agrees to abide by such limits. Services shall include all Support Services and Professional Services (as defined below). 
      2. Customer Content. Customer hereby grants to Alison a limited, non-exclusive, non-transferable, non-sublicensable and fully revocable right to use and access the Customer Content, during the Term, for the purpose of providing the Services, and further authorizes Alison to access Customer’s third party Publisher accounts for purpose of accessing Customer’s Creative Campaigns. Customer acknowledges that provision of the Services requires grant of access to Alison to any of Customer’s applicable facilities and data set forth in the Documentation and all credentials in respect of Customer’s accounts as required to provide the Services.
      3. Deliverables. Deliverables shall be provided in accordance with the specifications selected or set by Customer through the Solution during the ordering and onboarding process, as applicable to the number of Titles, Publishers and Ad Tags selected by Customer. 
   3. Limitations on Use: Customer shall not, and shall not permit any third party to do the following: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share the Solution or any part thereof to any third party; (ii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Solution; (iii) use the Solution or any part thereof for purposes of competitive analysis or the development of a competing software product or service; (iv) access or use the Solution or any part thereof through any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of the Solution; (v) penetrate or circumvent or attempt to penetrate or circumvent any technical restrictions or limitations included in the Solution or its servers, including but not limited through the use of the API; (vi) use the Solution, or any part thereof, to generate or disseminate viruses, malware, spyware, “denial of service” attacks, unsolicited mass communications (Spam), and/or any content that is defamatory, libelous, harassing, threatening, obscene, that violates or infringes the rights of any third party or that is otherwise illegal; (vii) use the Solution, or any part thereof for time sharing or service bureau purposes; and/or (viii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Solution.
   4. Eligibility
      1. The Services are intended for use only by individuals who are at least the age of legal majority in the jurisdiction applicable to them. By accessing or using the Services, Customer represents and warrants that it is not a minor. If the individual accessing or using the Services on Customer’s behalf is under the age of legal majority or otherwise lacks legal capacity in the applicable jurisdiction, only that individual’s parent or legal guardian may permit such use, and by allowing such use the parent or legal guardian represents and warrants that: (i) it is the individual’s legal guardian; (ii) it has reviewed and agreed to this Agreement on the individual’s behalf; and (iii) it accepts full responsibility for the individual’s activity in connection with the Services.
      2. Customer represents and warrants that it has not previously been suspended or removed from the Services, and that Customer’s access to or use of the Services is not prohibited under applicable laws or regulations.
   5. Account
      1. Creation of a user account (an “Account”) is required in order to access and use the Solution and/or the Services. Customer (or the applicable authorized end user acting on Customer’s behalf) shall register through the Solution by providing the information requested in the registration flow (which may include, without limitation, name, company name, business email address and phone number). Customer represents and warrants that all registration information will be accurate, current and complete, and Customer shall promptly update such information as necessary.
      2. Customer is responsible for maintaining the confidentiality of its Account credentials (including usernames, passwords and any API keys, tokens or similar access credentials), and shall not share such credentials with any third party or permit any third party to access or use the Solution and/or the Services through Customer’s Account. Customer is responsible for all activities that occur under its Account, whether or not authorized by Customer. Customer shall promptly notify Alison of any actual or suspected unauthorized access to or use of the Account, credentials or the Solution and/or Services, or any other breach of security, by contacting Alison at: [email protected]. Customer shall ensure it logs out of the Account at the end of each session and shall use particular caution when accessing the Account from a public or shared computer.
      3. Registration information and Account-related information will be processed in accordance with Alison’s privacy policy, as updated from time to time and made available at: https://alison.ai/privacy-policy
   6. Support Services; Professional Services
      1. Support Services. Alison shall provide Customer with support services in accordance with its standard support policy as may be updated from time to time (“Support Services”) Support Services include email and phone support Sunday – Thursday 09:30–17:30 (IDT). Alison shall provide updates and upgrades that are generally made available for free by Alison to all of its customers. 
      2. Professional Services. Alison shall provide those implementation, customization, integration, training, or other professional services set forth in the Solution (or otherwise as made available by Alison) and shall be subject to the applicable fees presented at the time of order (“Professional Services”). 
   7. Warranties and Representations: Each Party warrants and represents to the other party that it has the full corporate power and authority required to enter into this Agreement and to carry out its undertakings and obligations hereunder. Customer hereby represents and warrants that: (a) it complies with all of the policies of all social media, online advertising and search platforms and is duly authorized to grant Alison access to its third party platform accounts for the Creative Campaign; and (b) the Customer Content and its access herein by Alison, does not and shall not infringe any rights of any third party, including Intellectual Property Rights, the right to publicity or privacy; (ii) does not include any illegal, misleading, racist, violent, pornographic or defamatory content or promote or encourage any illegal actions; and (iii) does not include any virus, Trojan, spyware, malware or any other malicious or disabling code.
   8. Ownership
      1. Customer IP. Customer owns all right, title, and interest in and to the Customer Content and all Intellectual Property Rights related thereto (“Customer IPR”). Alison acknowledges that, except for the limited license to the Customer Content set forth in Section ‎2.2 above, Alison shall not acquire any rights in any part of the Customer IPR.  
      2. Alison IP. Alison or its licensors (as applicable) owns all right, title, and interest in and to the Solution and any part thereof, the Services and Feedback, including without limitation any and all data, computer code, UI, design and structure, and all modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto (“Alison IPR”). Customer acknowledges that, except for the limited license to the Solution set forth in Section ‎2.1 above, Customer did not and shall not acquire any rights in any part of the Alison IPR.
   9. Fees and Billing terms
      1. Customer shall pay Alison the fees applicable to the subscription plan selected by Customer through the Solution (the “Fees”). The Fees shall be charged to Customer on a recurring basis (monthly or annually, as selected by Customer at checkout), in advance, and paid via a third-party payment processor (such as Stripe) using Customer’s provided payment method. Customer authorizes Alison and its payment processor to charge the applicable payment method on a recurring basis in accordance with the selected subscription plan. The Fees are non-refundable. Without limiting any other remedies, if any payment is not successfully processed when due, Alison may suspend Customer’s access to or use of the Solution until payment is successfully collected. 
      2. Except as expressly provided in this Agreement, each party shall bear its own expenses incurred in the course of its performance of this Agreement. The Fees are exclusive of any tax (including VAT), duty or levy of any nature, all of which shall be borne solely by Customer.  In the event that Customer is required by applicable law to withhold or deduct taxes imposed upon Customer for any payment under this Agreement, then the amounts due to Alison will be increased by the amount necessary so that Alison.ai receives and retains, free from liability for any deduction or withholding, an amount equal to the sum it would have received had Customer not made any such withholding or deduction.
      3. The rates may be updated by Alison once every year with 60 days’ written notice to Customer, provided that no price update shall affect a then in-effect annual subscription.
   10. DISCLAIMER: NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, THE SOLUTION AND ANY SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. ALISON DOES NOT PROVIDE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND/OR COMPLIANCE WITH ANY REGULATORY REQUIREMENTS OR STANDARDS. ALISON DOES NOT WARRANT THAT THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. AS  THE SOLUTION IS PROVIDED OVER THE INTERNET AS A SERVICE (AS WELL AS VIA AN API), ALISON CANNOT WARRANT THAT THE SOLUTION WILL BE AVAILABLE AT ALL TIMES DEPENDING ON VARIOUS PROVIDERS WHICH IT RELIES ON IN MAKING ITS SOLUTION AVAILABLE. CUSTOMER SHALL HAVE SOLE RESPONSIBILITY AND LIABILITY FOR THE CUSTOMER CONTENT, SELECTION OF THE PUBLISHERS ON WHOSE PLATFORMS THE CREATIVE CAMPAIGNS RUN, ANY PRODUCT OR SERVICE OFFERED OR PROMOTED AS PART OF THE CREATIVE CAMPAIGN, AND MARKETING STRATEGIES OR SPECIFICATIONS DETERMINED BY CUSTOMER, ANY REGULATORY OR OTHER LEGAL OR CONTRACTUAL OBLIGATIONS IN RESPECT OF THE CREATIVE CAMPAIGN (E.G. NOTICES TO USERS, OPT-OUT ETC.) AND PROTECTION OF USERS’ PRIVACY. ALISON SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO AND/OR IN CONNECTION WITH THIRD PARTY PLATFORMS OR THEIR DATA AVAILABILITY.
   11. Confidential Information; Privacy
       1. All non-public data and information related to each party, its affiliates and its shareholders, employees, directors and agents and/or to its business, products and services, that is designated as or should be reasonably understood to be confidential, is the confidential information of the disclosing party (“Confidential Information”). Confidential Information does not include information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. The receiving party agrees to protect the Confidential Information in accordance with good industry practices and keep confidential and not disclose, disseminate, allow access to or use any Confidential Information except as required for exercising its rights or fulfilling its obligations herein. Either party shall restrict disclosure of Confidential Information to those of its employees and consultants with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Without derogating from the foregoing, either party may disclose this Agreement in connection with a merger, sell or issuance of shares and sale of all or substantially all of such party’s assets.  
       2. ALISON DOES NOT PROCESS ANY PERSONALLY IDENTIFIABLE INFORMATION THROUGH THE SERVICES. As such, Customer shall have sole liability and responsibility to obtain all required consents and make all required disclosures and notices in respect thereof. For more information please see Alison’s Privacy Policy, which is available at: https://www.alison.ai/privacy-policy-2 
   12. Indemnification
       1. 1. Alison shall defend, indemnify and hold harmless, Customer and its affiliates and its and their directors and employees, against any loss, expense, damage, liability, claim, demand or proceeding, awarded by a final ruling in court or settlement which is arising from a third party claim that Customer’s use of Alison’s Solution is infringing on the intellectual property rights of such party.
          2. Customer shall defend, indemnify and hold harmless, Alison and its affiliates and its and their directors and employees, against any loss, expense, damage, liability, claim, demand or proceeding, arising from misrepresentation or violation of any of Customer’s representations or warranties set forth in Sections 7and 5 above. 
          3. The indemnity obligations herein shall be  subject to the following: (i) indemnitee providing written notice of the claim to the indemnifying party promptly after becoming aware thereof; (ii) indemnifying party shall have sole control of the defense and settlement of the claim; and (iii) indemnitee shall provide reasonable assistance in the defense at indemnifying party’s expense
   13. Limitation of Liability: UNDER NO CIRCUMSTANCES WILL ALISON AND ITS AFFILIATES, AND ITS AND THEIR SHAREHOLDERS, DIRECTORS, AGENTS, EMPLOYEES, LICENSORS OR SUPPLIERS (COLLECTIVELY, “AFFILIATES”) BE LIABLE UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES, THE SOLUTION  EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOSS OF DATA. ALISON’S AND ITS AFFILIATES’ AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR SOLUTION, OR OTHERWISE SHALL NOT EXCEED THE PAYMENTS MADE TO ALISON BY CUSTOMER DURING THE SIX (6) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM.
   14. Termination
       1. Either party may terminate these Terms and Conditions: (i) by written notice provided to the other party at least thirty (30) in advance; (ii) upon breach by the other party of any of its obligations herein and the breaching party’s failure to cure the breach within fourteen (14) days of written notice, provided that any breach of Sections ‎3,5 and 7 shall be deemed non-curable enabling waiver of the cure period; (iii) by delivering written notice to the other party upon the occurrence of any of the following events: (a) a receiver is appointed for either party or its property; (b) either party makes a general assignment for the benefit of its creditors; (c) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (d) either party is liquidated or dissolved. Alison may suspend the Solution and Services if Customer fails to make timely payments to Alison. Alison may suspend access to its API if Customer exceeds the capacity purchased for such access or if  Alison has, at its sole discretion, a good reason to believe access through the API is used for illegal or malicious purposes or in a manner which may cause harm to Alison, the Solution, the Services or any of is other customers. 
       2. Upon expiration or termination of this Agreement for any reason: (i) all of Customer’s rights and licenses hereunder shall immediately terminate and Customer shall immediately cease using the Solution and Alison shall close access to the API ; (ii) Customer shall promptly erase/delete or return to Alison, at Alison’s election, all of Alison’s confidential information and Alison IPR held or controlled by it in any form or media and Alison shall delete all Customer Content in its possession. The following Sections shall survive termination/expiration hereof: 3, 6, 7-11, 12.3, 13 and 14 and any payment obligations accrued prior to expiration or termination hereof.
   15. Non-Solicitation: During the effective period of this Agreement and 12 months thereafter, Customer shall not, without Alison’s prior written consent, directly or indirectly solicit or encourage any person to leave the employment or other service of Alison or otherwise solicit or encourage any customer of Alison to cease its relationship with Alison.
   16. General
       1. Waiver; Remedies. Failure of a party to insist upon the performance by the other party of any term hereof shall not be deemed a waiver of the rights of the first-mentioned party with respect thereto. All waivers must be in writing. 
       2. Notices. All notices and other communications required or desired to be communicated by one party to the other shall be in writing and shall be deemed delivered immediately when sent by email (with written confirmation of receipt, or delivered by hand or five (5) days after mailing by registered mail to the respective addresses set forth at the head of the Agreement. Provided, however, that any notice of change of address shall be effective only upon receipt. 
       3. Assignment. Neither party shall assign or transfer any of its rights or obligations hereunder, whether by contract or by operation of law, except with the other party’s prior written consent.  Notwithstanding the foregoing, each party may assign and transfer all of its rights and obligations under this Agreement in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets.
       4. Relationship of the Parties. The relationship established between Alison and Customer by this Agreement is solely that of independent contractors. Customer is not the agent or legal representative of Alison and no employee of Customer shall be considered to be an employee of Alison for any purposes whatsoever. Alison shall not be liable for any expenses incurred by Customer which arise out of or in connection with the Agreement. 
       5. Entire Agreement; Modification. This Agreement, including the Exhibits hereto, sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior discussions, agreements, representations and understandings between them. This Agreement shall not be modified except by a written instrument signed by both parties. 
       6. Governing Law and Jurisdiction. This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of Israel without regard to the conflict of law provisions thereof. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the competent courts Tel Aviv-Yaffo, Israel and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. The United Nations Convention for the International Sale of Goods is expressly excluded from this Agreement. 
       7. Remedies. Notwithstanding Section 16.6 above, Customer acknowledges that in the event of breach or threatened breach by of any provision of this Agreement by Customer, Alison could suffer significant and irreparable harm that could not be satisfactorily compensated in monetary terms, and that the remedies at law available to Alison may otherwise be inadequate and Alison shall be entitled, in addition to any other remedies to which it may be entitled to under law or in equity, to the immediate ex parte issuance, without bond, of an equitable relief, including without limitation an injunctive relief, in any jurisdiction worldwide. The Customer hereby acknowledges and agrees that Alison shall not be required to post bond as a condition to obtaining or exercising any such remedies, and Customer hereby waives any such requirement or condition. 
       8. Severability. Any provision of this Agreement prohibited by, or unenforceable under, applicable law shall be ineffective to the extent of such prohibition and shall be replaced by an enforceable provision to the same or the nearest possible equivalent effect. Notwithstanding the foregoing, the other provisions hereof shall continue in effect unless the ineffectiveness of any provision shall substantially affect the consideration received by either party hereunder. 
       9. Force Majeure. With the exception of payment obligations, neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. 
       10. Aggregate Data. Aggregate data in respect of the Services and use of the Solution shall not be deemed as confidential or proprietary information of the Customer and Alison may use, retain and transfer such data for any purpose and without any restrictions or payment obligations. 
       11. No Third Party Beneficiaries.  No provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Customer and Alison any rights, remedies or other benefits under or by reason of this Agreement.  
       12. Publicity. Alison reserves the right to utilize the Customer’s name and logo to name Customer as a customer of Alison for promotional and marketing purposes. Alison may publish a case study based on the Services herein, subject to Customer’s approval that the publication does not include confidential information, which approval will not be unreasonably withheld.

If you have any further questions or require further clarification, please contact us by sending an e-mail to:  [email protected]

Last updated: January 28, 2026