Terms & Conditions
These Terms of Service (“Terms”) govern your access to and use of the NEWGAIN website, including any publicly available demonstrations, materials, content, forms, and related website features (collectively, the “Website”).
NEWGAIN is operated by Upperate Digital Marketing Solutions Ltd., Company No. 516657301, with its registered address at 3 Shulamit St., Tel Aviv, Israel (“NEWGAIN”, “Upperate”, “we”, “us”, or “our”).
By accessing or using the Website, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Website.
1. About NEWGAIN
NEWGAIN develops technology and monetization solutions for digital publishers, websites, applications, and other digital properties.
The Website is intended to provide information about NEWGAIN, demonstrate certain concepts and capabilities, enable visitors to contact us, and facilitate potential business relationships.
Any commercial use of NEWGAIN technology, services, integrations, or products is subject to a separate written agreement between NEWGAIN and the applicable customer or partner.
These Terms do not themselves create any obligation on NEWGAIN to provide commercial services, technology, integrations, or support.
2. Eligibility
You may use the Website only if you are legally capable of entering into a binding agreement under applicable law.
If you access the Website on behalf of a company, organization, or other legal entity, you represent that you have the authority to act on behalf of that entity.
The Website is intended primarily for business and professional users and is not directed to children.
3. Permitted Use
You may use the Website for lawful business, informational, and evaluation purposes.
You agree not to:
- Use the Website for any unlawful, fraudulent, deceptive, or abusive purpose
- Attempt to gain unauthorized access to any systems, networks, accounts, or data
- Interfere with or disrupt the operation or security of the Website
- Introduce malware, malicious code, automated attacks, or other harmful technologies
- Scrape, crawl, harvest, extract, or systematically collect Website content or data without our prior written permission
- Attempt to reverse engineer, decompile, disassemble, or otherwise derive source code from any software, demonstration, or technology made available through the Website, except where such restriction is prohibited by law
- Circumvent or attempt to circumvent technical restrictions, access controls, or security mechanisms
- Use the Website in a manner that could damage, disable, overburden, or impair the Website or interfere with another person's use
- Copy, reproduce, distribute, sell, sublicense, or commercially exploit Website content except as expressly permitted by us
- Misrepresent your identity, company, or affiliation with another person or organization
- Use NEWGAIN's name, trademarks, branding, or materials in a way that implies endorsement, partnership, or authorization without our prior written consent
4. Demonstrations and Preview Features
The Website may include interactive demonstrations, examples, mockups, simulations, screenshots, prototypes, or previews of NEWGAIN technology.
These materials are provided for illustrative and informational purposes only.
AI-generated responses in demonstrations may be inaccurate or incomplete and should not be relied upon.
A demonstration may not reflect:
- The exact functionality of a production implementation
- The final design or configuration available to a particular customer
- Actual advertising demand or commercial results
- Actual publisher content
- Actual third-party integrations
- Future product availability
We may modify, remove, replace, or discontinue any demonstration or preview at any time.
Nothing shown in a demonstration constitutes a guarantee that a specific feature, integration, monetization format, performance level, or commercial result will be available in a production deployment.
5. No Guarantee of Commercial Results
Any statements, examples, illustrations, calculations, projections, or descriptions relating to monetization, engagement, revenue, traffic, advertising, conversion, or other business outcomes are for informational purposes only unless expressly agreed otherwise in writing.
Actual results may vary substantially depending on factors including:
- Website or app traffic
- User engagement
- Geography
- Content
- Advertising demand
- Advertiser performance
- Market conditions
- Technical implementation
- Publisher configuration
- Third-party platforms and services
NEWGAIN does not guarantee any specific revenue, CPM, CPC, CPA, fill rate, conversion rate, engagement rate, traffic level, or financial outcome.
6. Business Inquiries
You may use the Website to contact us regarding demos, partnerships, pilots, commercial discussions, or other business opportunities.
Submitting an inquiry does not:
- Create a customer, partnership, agency, fiduciary, employment, or other legal relationship
- Require us to respond
- Require us to provide services
- Create an obligation to enter into an agreement
- Reserve pricing, availability, exclusivity, or commercial terms
Any binding commercial relationship must be established through a separate written agreement signed or otherwise accepted by the relevant parties.
Unless covered by a separate written confidentiality agreement, information you submit through the Website, including business inquiries and Feedback, will not be treated as confidential, and we are free to develop products or services that may be similar to ideas you submit.
7. Intellectual Property
The Website and all materials made available through it, including without limitation:
- Text
- Graphics
- Designs
- Layouts
- User interfaces
- Logos
- Trademarks
- Product names
- Software
- Code
- Demonstrations
- Animations
- Images
- Videos
- Audio
- Documentation
- Concepts
- Presentations
- Technology
are owned by or licensed to Upperate Digital Marketing Solutions Ltd. and are protected by applicable intellectual property and other laws.
Except as expressly permitted in these Terms, no right, title, or interest in the Website or any related intellectual property is transferred to you.
You may not copy, modify, reproduce, republish, distribute, publicly display, create derivative works from, or commercially exploit our intellectual property without our prior written permission.
8. NEWGAIN Name and Trademarks
“NEWGAIN”, the NEWGAIN logo, and associated branding are trademarks, trade names, or commercial identifiers used by Upperate Digital Marketing Solutions Ltd.
You may not use our trademarks, branding, logos, or similar identifiers without our prior written permission.
Any permitted use must comply with our instructions and may be withdrawn at any time.
9. Feedback
If you provide us with ideas, suggestions, comments, recommendations, or other feedback relating to NEWGAIN, the Website, our products, or our services (“Feedback”), you grant us the right to use that Feedback without restriction or compensation to you.
You represent that you have the right to provide such Feedback and that our use of it will not violate the rights of any third party.
10. Third-Party Services and Links
The Website may include links to or references to third-party websites, platforms, services, technologies, or content.
We do not control and are not responsible for third-party services.
The inclusion of a link or reference does not necessarily imply that we:
- Endorse the third party
- Control the third party
- Guarantee the third party's products or services
- Have a commercial relationship with the third party
Your use of third-party websites or services is subject to the terms and privacy policies of those third parties.
11. Privacy
Your use of the Website is also subject to our Privacy Policy, which explains how we collect, use, and protect personal information.
Please review our Privacy Policy, which explains how we collect, use, and protect personal information.
12. Website Availability
We aim to keep the Website accessible and functional, but we do not guarantee uninterrupted or error-free availability.
We may, at any time and without liability:
- Modify the Website
- Update content
- Change features
- Suspend access
- Restrict access
- Remove content
- Discontinue all or part of the Website
We may also perform maintenance, updates, or security changes that temporarily affect availability.
13. Accuracy of Information
We make reasonable efforts to keep information on the Website accurate and current.
However, Website content may contain:
- Errors
- Omissions
- Outdated information
- Technical inaccuracies
- Incomplete descriptions
We do not guarantee that all Website information is complete, accurate, current, or suitable for a particular purpose.
You should not rely on Website content as legal, financial, tax, investment, advertising, regulatory, or other professional advice.
14. Disclaimer of Warranties
To the maximum extent permitted by applicable law, the Website and all content, demonstrations, and materials are provided “as is” and “as available.”
We disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of:
- Merchantability
- Fitness for a particular purpose
- Non-infringement
- Accuracy
- Reliability
- Availability
- Security
- Compatibility
We do not warrant that the Website will be uninterrupted, error-free, secure, free from harmful components, or suitable for your requirements.
Nothing in these Terms excludes any warranty or right that cannot lawfully be excluded.
15. Limitation of Liability
To the maximum extent permitted by applicable law, NEWGAIN, Upperate Digital Marketing Solutions Ltd., and their directors, officers, employees, contractors, representatives, and affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to your use of or inability to use the Website.
This includes, without limitation, damages relating to:
- Loss of profits
- Loss of revenue
- Loss of business opportunities
- Loss of data
- Business interruption
- Reputational harm
To the maximum extent permitted by applicable law, our total aggregate liability arising from or relating to the Website or these Terms will not exceed US$100.
The limitations in this section apply regardless of the legal theory on which liability is asserted, except to the extent such limitation is prohibited by applicable law.
Nothing in these Terms limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be limited under applicable law.
16. Indemnification
To the extent permitted by applicable law, you agree to indemnify and hold harmless Upperate Digital Marketing Solutions Ltd., NEWGAIN, and their officers, directors, employees, and representatives from claims, losses, liabilities, damages, costs, and reasonable expenses arising directly from:
- Your unlawful use of the Website
- Your material breach of these Terms
- Your infringement of the rights of another person or entity
- Your intentional misuse of the Website
Your obligations under this section will apply only to the extent that the applicable claim or loss results from your conduct.
17. Suspension or Termination of Access
We may restrict, suspend, or terminate your access to the Website if we reasonably believe that:
- You have violated these Terms
- Your use presents a security or legal risk
- Your activity may harm the Website, NEWGAIN, or another person
- Restriction is required by law or a competent authority
We may also discontinue the Website or any portion of it at our discretion.
18. Electronic Communications
When you contact us electronically or use Website forms, you consent to receive communications from us electronically in connection with your inquiry.
Where marketing consent is required, marketing communications will be sent only in accordance with applicable law and our Privacy Policy.
Electronic communications may satisfy legal requirements that communications be provided in writing, where permitted by applicable law.
19. Changes to These Terms
We may update these Terms from time to time.
When we make changes, we will update the “Last Updated” date at the top of this page.
Changes become effective when posted on the Website unless otherwise stated.
Your continued use of the Website after updated Terms become effective constitutes acceptance of the revised Terms to the extent permitted by applicable law.
20. Governing Law
These Terms and any dispute arising out of or relating to the Website will be governed by the laws of the State of Israel, without regard to conflict-of-law principles.
Nothing in this section limits any mandatory rights you may have under applicable law.
21. Jurisdiction
Subject to any mandatory jurisdiction rules under applicable law, the competent courts located in Tel Aviv-Jaffa, Israel will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Website.
22. Severability
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable.
The remaining provisions will continue in full force and effect.
23. No Waiver
Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other right.
Any waiver must be expressly provided by us in writing.
24. Entire Agreement
These Terms constitute the entire agreement between you and us regarding your use of the Website. Our Privacy Policy describes how we process personal information.
Any separate commercial agreement entered into between you and Upperate Digital Marketing Solutions Ltd. will govern the applicable commercial services and will take precedence over these Terms to the extent of any conflict.
25. Contact Us
If you have questions about these Terms, please contact us:
NEWGAIN
Operated by Upperate Digital Marketing Solutions Ltd.
Company No. 516657301
Registered Address: 3 Shulamit St., Tel Aviv, Israel
Email: contact@new-gain.com