This Publisher Agreement (“Agreement”) governs the engagement between Kueez Entertainment Ltd. (“Company”, “Kueez”, “we”, “our”) and the publisher identified under the applicable Insertion Order (“Publisher”, “you”), for the purpose of using the Company’s Services (as defined below). This Agreement, together with any applicable Insertion Order (“IO”), constitutes a legally binding agreement between the Company and Publisher (each a “Party” and collectively the “Parties”), effective as of the date of execution of an IO or commencement of use of the Services (“Effective Date”).

ACCEPTANCE: BY (I) EXECUTING AN INSERTION ORDER INCORPORATING THIS AGREEMENT; OR (II) BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE TERMS OF THIS AGREEMENT. YOU AGREE TO BE BOUND BY THIS AGREEMENT AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

1.1 “Action” shall include any of the following: view, click, engagement, registration, installation, or any other action, as applicable and agreed upon between the Parties, provided that the foregoing was performed by an actual end user in the normal course of using a device.

1.2 “Ads” or “Advertisements” shall mean any promotional content, in whatever format (including without limitation text, graphics, video, audio, rich media, and links), provided by Company or Company’s upstream partners (“Advertisers”) to be served through or displayed on the Properties.

1.3 “Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with such entity.

1.4 “Applicable Laws” means all applicable laws, rules, regulations, governmental permits, or other binding requirements of any governmental authorities, including data protection and privacy laws.

1.5 “Approved Transactions” shall mean an Action, excluding any Action that: (i) resulted from or in connection with Invalid Traffic, as determined by Company in its sole discretion; (ii) was performed by Publisher’s employees, agents, or contractors; or (iii) violates the Campaign Conditions or Publisher Guidelines.

1.6 “Campaign” means the advertising campaign(s) carried out pursuant to an IO.

1.7 “Campaign Conditions” means conditions and/or restrictions imposed by Company for the promotion and distribution of the Ads, including without limitation as specified in the Agreement or transmitted to Publisher from time to time.

1.8 “Claim” means any third-party claim, action, suit, or proceeding.

1.9 “Confidential Information” shall mean any non-public, proprietary, confidential, and/or trade secret information of a party hereto, whether furnished before or after the Effective Date (as hereinafter defined), and regardless of the manner in which it is furnished, which, given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, research and development, formulas, programming, know-how, proprietary knowledge, technology and any related documentation, engineering, production, operation and any enhancements or modifications relating thereto, and other designs, drawings, engineering notebooks, industrial models, software and specifications, financial and marketing information, business plans, business procedures, client lists, business partners, or other information disclosed by one of the parties hereto (the “Disclosing Party”) to the other party (the “Receiving Party”), either directly or indirectly, in writing, orally, or by drawings. Confidential Information shall not, however, include any information that: (i) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof, and the Receiving Party can show written proof of such independent development; (iv) is required to be disclosed by applicable law, regulatory authority, or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a protective order, and the disclosure shall be limited to the extent expressly required; (v) is approved for release by prior written authorization of the Disclosing Party; or (vi) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality. For the avoidance of doubt, all non-public information regarding the Platform, the Services, and the technology underlying Company’s operations shall be deemed Company Confidential Information. Company’s Confidential Information includes the terms and pricing contained herein or in any IO.

1.10 “Damages” means any losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees).

1.11 “Data Protection Laws” means all applicable laws and regulations relating to the processing, privacy, and use of Personal Data, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the California Consumer Privacy Act (“CCPA”), and any other applicable data protection legislation.

1.12 “End User” means a natural person who views, interacts with, or is exposed to the Properties or the Ads displayed thereon.

1.13 “Invalid Traffic” shall mean (a) the display, promotion, distribution, or interaction with Ads in any manner that engages with anything other than natural persons viewing displayed Ads in the normal course of using any device, including, without limitation, all as determined by Company in its sole discretion. Without limiting the foregoing, Invalid Traffic shall include any of the following practices: (i) inclusion or counting of views or clicks by a natural person who has been engaged for the purpose of viewing the Ads, whether exclusively or in conjunction with any other activities of that person (including, without limitation, employing any means to induce, encourage, incentivize, or trick the End User into viewing or clicking on the Ads); by non-human visitors (such as bots); or that are not actually visible to the human eye, discernible to human senses, or perceived by a human being; (ii) masking or cloaking any URL, or employing any means to obscure the true source of traffic or conceal conversions; (iii) generating automated, fraudulent, or otherwise invalid impressions, inquiries, views, clicks, or conversions, or artificially inflating impressions, inquiries, views, clicks, or conversions, or employing any misleading practices (such as, without limitation, repeated manual clicks or automatic page refreshes at intervals of less than 10 minutes between each).

1.14 “Industry Standards” means applicable industry standards, guidelines and best practices, including without limitation the standards and terms of the Interactive Advertising Bureau (IAB), advertising networks, anti-virus and security guidelines, search engines, browsers, and mobile application marketplace policies.

1.15 “Insertion Order” or “IO” means the insertion order entered into between Company and Publisher setting forth custom pricing and additional terms.

1.16 “Malicious Code” means viruses, worms, malware, spyware, adware, Trojan horses, or other harmful or malicious code, files, scripts, agents, or programs.

1.17 “Personal Data” means any information by which a natural person could be identified, directly or indirectly, by using reasonable means, including but not limited to: name, email, address, IP address, and similar unique online identifiers (such as cookie IDs and advertiser IDs).

1.18 “Platform” means the Company’s proprietary technology platform, including its SSP (Supply-Side Platform) and any related dashboards, APIs, tools, and reporting systems made available to Publisher.

1.19 “Properties” means Publisher’s websites, mobile applications, and other digital properties identified in the applicable IO on which Ads are to be displayed.

1.20 “Proprietary Rights” shall mean all intellectual property rights, including, without limitation: (a) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (b) all registered and unregistered marks, trademarks, service marks, trade names, trade dress, and associated logos, domain names, and registrations and applications for registration thereof; (c) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (d) all trade secrets and Confidential Information; (e) all rights in databases and data compilations, whether or not copyrightable; and (f) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media).

1.21 “Publisher Guidelines” means the Publisher Guidelines available at: https://weare.kueez.com/legal-center/publisher-guidelines , as may be updated by Company from time to time.

1.22 “Services” means the advertising services provided by the Company through its Platform, including without limitation the serving, display, and management of Ads on the Properties, together with related reporting and analytics.

2.1 Subject to Publisher’s compliance with this Agreement, including any additional requirements conveyed to Publisher by Company from time to time, Company hereby grants Publisher a limited, non-sublicensable, non-transferable, royalty-free, non-exclusive, revocable license to: (a) access and use the Platform solely as necessary for the display of Ads on the Properties; and (b) display, transmit, and distribute the Ads solely on the Properties and in accordance with the Campaign Conditions, during the Term (the “License”).

2.2 Company reserves the right, in its sole discretion and without liability, to reject or remove any Property or placement, or to cease the delivery of Ads to any Property or placement, at any time. Publisher acknowledges that any campaign or part thereof may be canceled, paused, or suspended, whether by Company or its Advertisers, at any time and without prior notice to Publisher. Publisher acknowledges that Company provides the Ads (in part or in whole) as an intermediary between Advertisers and Publisher, and as such Company shall not be held responsible or liable for any actions or omissions of any Advertisers or third parties, including with respect to the content of the Ads.

2.3 As an integral aspect of our offered services, it may be necessary for Kueez to engage third-party solutions and technological advancements to enhance and optimize the efficacy of Kueez’s SSP. In acknowledgement of and agreement to the present Contract, you hereby grant irrevocable and express consent to the utilization of Intent IQ Bid Enhancement Service - a technological solution designed to enhance performance in a cookieless environment. The present clause confirms mutual agreement to the use of varying systems and methodologies to facilitate the efficient delivery of services. Its purpose is to offer elucidation regarding the application of third-party technological advancements and solutions. Ultimately, this provision safeguards both parties and heightens transparency throughout each respective process

2.4 Publisher shall integrate the Ads and any related tags, pixels, or code provided by Company in accordance with the technical documentation and implementation instructions provided by Company from time to time (“Documentation”). Any errors arising from integration not in compliance with the Documentation shall not be Company’s responsibility, and Publisher shall have no claims against Company in this regard.

2.5 Publisher shall not (and shall not allow others to): (i) modify, alter, copy, reverse engineer, decompile, disassemble, or create derivative works of the Platform, the Services, or any component thereof; (ii) interfere with the integrity or security of the Services or any related systems; (iii) bypass any measures Company may use to prevent or restrict access to the Services; (iv) use the Services for any illegal or unauthorized purpose; (v) sell, license, sublicense, lease, assign, transfer, or share the License or any rights under this Agreement with any third party; (vi) access the Platform in order to build a competitive product or service, or copy any ideas, features, functions, or graphics of the Platform; (vii) use any automated means to access or interact with the Services, except as expressly permitted under the Documentation; (viii) upload, transmit, or distribute any viruses, worms, malware, spyware, adware, Trojan horses, or other malicious or harmful code through or in connection with the Services; or (ix) install or distribute any software or code that may interfere with End Users’ devices, browsers, or navigation. Additional restrictions and implementation requirements are set forth in the Publisher Guidelines.

3.1 Each Party represents and warrants that (a) it is duly organized under applicable law and has sufficient authority to enter into this Agreement, (b) the execution and performance of these Terms do not conflict with any contractual obligations such party has to any third party, and (c) it will comply with all Applicable Laws and Industry Standards in performing its obligations under this Agreement.

3.2 Company represents and warrants that: (a) it owns or has the legal rights in the Platform and the Services; (b) the Platform, as provided by Company and used by Publisher in accordance with this Agreement and the Documentation, does not infringe the intellectual property rights of any third party; (c) Company will use commercially reasonable efforts to contractually require its Advertisers not to include prohibited content in the Ads; and (d) it will provide the Services in a commercially reasonable manner. For the avoidance of doubt, Company does not warrant the content of any Ads provided by Advertisers.

3.3 Publisher shall distribute and promote Advertisements solely through the Properties as set forth in the Insertion Order and in compliance with the Publisher Guidelines. Publisher acknowledges and agrees that, at any time during the Term hereof, if, in Company’s reasonable judgment, Publisher is not in compliance with the Agreement, including the Publisher Guidelines, then, without limitation of any other right or remedy available to Company under the Agreement or applicable laws, Company may, at its sole discretion: (i) terminate the Agreement immediately; (ii) withhold, deduct, or offset any payment to Publisher with respect to any non-compliant activity; or (iii) take any other measures needed to prevent or correct such non-compliant activity. Publisher acknowledges and agrees that Company’s determination of non-compliance shall be final and non-appealable.

3.4 Publisher represents and warrants that: (i) it owns the Properties or otherwise has all requisite rights and licenses needed to display the Ads, to perform its duties and obligations under this Agreement, and is duly qualified to enter into and provide all representations and warranties hereunder; (ii) the Properties do not and will not breach any third-party rights, including without limitation third-party intellectual property rights and privacy rights; (iii) any and all activities and/or obligations it undertakes in connection with the Agreement shall be performed in compliance with all applicable laws, rules, regulations, best industry practices, and the Publisher Guidelines; (iv) it has the requisite qualifications, knowledge, ability, skills, and business contacts required to perform the distribution and display; (v) neither it nor any other third party on its behalf shall engage in Invalid Traffic (as determined by Company in its sole and reasonable discretion); (vi) it will be solely responsible for the advertisement, marketing activities, distribution, and content used by it for the purpose of distributing the Ads, and for any costs or expenses connected therewith; (vii) it shall at all times during the Term maintain the Properties in compliance with all Industry Standards; (viii) it shall promptly inform Company of any actual or threatened lawsuit, governmental investigation, or other governmental action related to Publisher or any Property; (ix) all traffic directed to the Properties is generated through legitimate means and does not include any Invalid Traffic; (x) the Properties are not directed to minors as determined under each End User’s applicable jurisdiction laws; (xi) each Property includes at all times a publicly accessible, detailed, and informative privacy policy in compliance with all applicable data protection laws, including details regarding the Personal Data processing by or on behalf of Publisher with respect to each applicable Property; and (xii) the Properties do not contain, install, or transmit any Malicious Code. The foregoing obligations, including applicable compliance, content, traffic, implementation, and privacy requirements, are further detailed in the Publisher Guidelines. Publisher’s obligations regarding tracking technologies and Personal Data are set forth in Section 6 (Data Protection). Company reserves the right, subject to prior notice and at its sole discretion, to impose additional limitations or provide additional guidelines on the distribution and display of Ads, as further detailed in the Publisher Guidelines.

4.1 Publisher shall have all right, title, and interest in its Properties and Publisher’s trade names, trademarks, service marks, logos, or other brand features. Company retains all right, title, and interest in the Ads, any Company website (including kueez.com and weare.kueez.com), mobile app, or any other service or deliverable provided by Company hereunder (“Company Properties”), including but not limited to their content, technology, and any other Proprietary Rights contained therein and any derivatives thereof, and any Kueez trade names, trademarks, service marks, logos, or other brand features.

4.2 Nothing in these Terms shall be construed as providing Publisher a right to use any of Company’s, its Affiliates’, or Advertisers’ trade names, trademarks, service marks, logos, or other brand features (excluding the limited right and license to include such items if contained in a creative of an Ad or another deliverable provided hereunder).

4.3 If Company receives any feedback, suggestions, enhancement requests, or other input from Publisher regarding the Services or Platform (“Feedback”), all rights, including Proprietary Rights, in such Feedback shall belong exclusively to Company. Publisher hereby irrevocably assigns to Company all Proprietary Rights in any Feedback and waives any moral rights therein.

5.1 All payments due to Publisher, as specified in an applicable IO and this Agreement (“Consideration”), shall be calculated solely based on Company’s tracking systems and reports (“Calculations”), and shall be contingent upon the actual amounts received by Company from its Advertisers.

5.2 The Consideration shall be remitted to Publisher solely for Approved Transactions, and Company shall not be obligated to remit any Consideration, and shall be entitled to withhold any amount or demand a refund (in the event Consideration was already paid): (a) in connection with payments that were not fully collected by Company from its Advertisers, or fully approved by its Advertisers; or (b) if Company determines, in its sole discretion, that Publisher has engaged in Invalid Traffic, violated the Publisher Guidelines, or was otherwise in breach of the Agreement or Publisher Guidelines.

5.3 Publisher acknowledges that the Calculations are subject to Publisher’s traffic quality and compliance with the terms and conditions of the Agreement and, therefore, are subject to adjustment at all times. Any online Calculations are not guaranteed to be accurate and are subject to adjustments resulting from, among other things, final accounting, deductions, traffic performance, etc., all as determined in Company’s sole and reasonable discretion. In no case and for no reason shall Company be liable for any unavailability or inaccuracy, temporary or otherwise, of the Calculations. Company reserves the right to deduct, set off, claw back, or charge back any amounts Publisher may owe to Company against any amounts payable or otherwise owing to Publisher. Publisher shall have the right to dispute the Calculations by submitting a written dispute notice to Company no later than fifteen (15) days after receiving the final Calculations with respect to a billing period, in which case the Parties will work together in good faith to settle such dispute. If no dispute notice is received by Company within such fifteen (15)-day period, then the Calculations will be considered final and non-appealable proof for the purpose of computing the Consideration. Company shall use commercially reasonable efforts to collect all revenue owed by Advertisers in a timely manner.

5.4 Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher’s account. Any bank fees and other commissions incurred by Company due to any error or omission in contact or payment information may be deducted by Company from any Consideration due to Publisher. It is hereby clarified that Publisher shall not be entitled to receive any additional payment except for the Consideration agreed upon by Company and as communicated to Publisher.

5.5 The Consideration shall be remitted to Publisher in USD, within the time period stated in the applicable IO, subject to issuance of an invoice and approval by Company, to the account specified by Publisher in the IO. All fees and/or commissions related to the payment shall be borne exclusively by Publisher.

5.6 All payments due to Publisher under these Terms will be exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT, if applicable) (collectively, “Taxes”). Publisher will be responsible for payment of all Taxes and any related interest and penalties resulting from any payments made hereunder, other than any taxes based on Company’s income. Company may be obligated by law to obtain tax information from Publisher, and payments to Publisher may be withheld until Publisher provides this information or otherwise satisfies Company that Publisher is not a person from whom Company is required to obtain tax information or, if required by applicable law, may be subject to tax withholding.

5.7 Company reserves the right to make payments only when the monthly payment due to Publisher exceeds USD 100 (“Minimum Balance”). If the Consideration owed to Publisher does not exceed the Minimum Balance, Company shall have the right to roll over such payments to the following month until the total payment owed to Publisher exceeds the Minimum Balance.

5.8 In no event may more than five percent (5%) of unique visitors for any payout calculation come from a single IP address. Impressions that are served but not received due to End User blocking technology or software (e.g., ad-blocking or pop-up blocking software) shall not count toward any payout calculation or Consideration.

6.1 Company and its Advertisers may use cookies and similar tracking technologies, and collect Personal Data, including without limitation as needed in order to administer the Campaign (including for retargeting and behavioral advertising purposes), for protection against Invalid Traffic, for analytics and reporting purposes, and as needed to provide and improve Company’s services.

6.2 Publisher represents and warrants that: (a) Publisher is permitted to collect, use, and transfer Personal Data (including to Company and its Advertisers), including Personal Data collected through the Properties; (b) it has provided its End Users with sufficient notice (including through an adequate and accessible privacy policy) and obtained their freely given, informed, and affirmative consent, as required by applicable laws and regulations, as well as any applicable mobile application marketplace policies and requirements (such as Google Play or the Apple App Store, as applicable), in connection with the implementation of tracking technologies; (c) Publisher has obtained End Users’ freely given, informed, and affirmative consent for the processing of Personal Data or established other lawful grounds therefor, including for the purpose of displaying interest-based or targeted content; (d) Publisher shall not provide Company with any Personal Data regarding “children,” as defined under applicable laws, or any health-, financial-, or insurance-related Personal Data of End Users, or other Personal Data that may be considered sensitive in nature or a special category; (e) Publisher shall comply at all times with any applicable transparency and consent frameworks, including the IAB Transparency and Consent Framework, and any amendments thereto; (f) Publisher shall clearly and conspicuously post notice on each Property where Ads are displayed that user data may be collected by Company or Advertisers, including: (i) a statement that third parties may use cookies, web beacons, pixels, and similar tracking technologies to collect or receive information for advertising purposes; (ii) a description of the types of data collected; (iii) an explanation of the purposes for which data is collected by, or will be transferred to, third parties; and (iv) a conspicuous link to an opt-out mechanism for interest-based advertising; (g) Publisher shall ensure that its privacy policy includes a reference to Company’s Privacy Policy, available at the URL designated by Company, and shall clearly state that information submitted by End Users within or in connection with any Ad is governed by the applicable Advertiser’s privacy policy; and (h) Publisher represents and warrants that all Properties delivering impressions in jurisdictions requiring informed consent for the storing or accessing of cookies or other information on an End User’s device, including the European Union, are fully compliant with all applicable laws and regulations regarding such consent.

6.3 By entering into this Agreement, Publisher hereby agrees to the terms of the Data Protection Addendum, which is incorporated herein by reference and forms an integral part of these Terms. Additional information regarding Company’s processing of Personal Data is described in Company’s Privacy Policy, which is also incorporated herein by reference as an integral part of these Terms.

7.1 During the Term and thereafter, each Party agrees that it will not disclose or use the Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent. Each Party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information, during the Term and for a period of three (3) years thereafter to prevent the disclosure of the Disclosing Party’s Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such Party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section.

7.2 Upon termination or expiration of these Terms, the Receiving Party shall, upon request, return to the Disclosing Party or destroy (at the Disclosing Party’s discretion) all materials containing Confidential Information.

7.3 Each Party acknowledges that any breach of this Section 7 may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief (in addition to any other remedies available at law or in equity) without the necessity of proving actual damages or posting any bond.

8.1 Company shall defend, indemnify, and hold harmless Publisher (and its officers, directors, and employees) from and against any Damages that Publisher may suffer or incur in connection with any Claim arising from: (a) infringement of any third-party intellectual property rights by the Platform; (b) Company’s breach of its confidentiality obligations under Section 7; (c) Company’s breach of applicable Data Protection Laws in connection with its processing of Personal Data under this Agreement.

8.2 Publisher shall defend, indemnify, and hold harmless Company (and its Affiliates, officers, directors, and employees) from and against any Damages that Company may suffer or incur in connection with any Claim arising from: (a) any breach of this Agreement by Publisher, including the representations and warranties hereunder; (b) the Properties or any part thereof containing or linking to unlawful content; (c) Publisher or a Property being engaged in Invalid Traffic or Invalid Traffic; (d) Publisher’s breach of any Applicable Laws, including Data Protection Laws; (e) Publisher’s breach of the Data Protection Addendum; (f) Publisher’s breach of the Publisher Guidelines; or (g) the content of the Properties or Publisher’s use of the Services.

8.3 Procedure. The obligations of either Party to provide indemnification under these Terms will be contingent upon the indemnified party (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought (provided that the indemnified party’s failure to notify the indemnifying party will not diminish the indemnifying party’s obligations under this Section except to the extent that the indemnifying party is materially prejudiced as a result of such failure), (ii) cooperating fully with the indemnifying party (at the indemnifying party’s expense), and (iii) allowing the indemnifying party to control the defense and settlement of such claim, provided that no settlement may be entered into without the consent of the indemnified party if such settlement would require any action on the part of the indemnified party other than to cease using any allegedly infringing or illegal content or services. Subject to the foregoing, an indemnified party will at all times have the option to participate in any matter or litigation through counsel of its own selection at its own expense.

9.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY’S SERVICES, INCLUDING THE ADS OR ANY ACCESS AND USAGE RIGHTS GRANTED BY COMPANY TO PUBLISHER WITH RESPECT TO COMPANY’S PLATFORM (COLLECTIVELY, THE “COMPANY SERVICES”), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY DOES NOT GIVE ANY WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO THE COMPANY SERVICES OR THE CAMPAIGN. COMPANY DOES NOT WARRANT OR OTHERWISE REPRESENT THAT THE COMPANY SERVICES OR ANY DATA RELATED THERETO WILL BE FREE OF INTERRUPTIONS, ERRORS, BUGS, VIRUSES, OR SECURITY PROBLEMS. COMPANY DOES NOT GUARANTEE THE EFFECTIVENESS OF THE COMPANY SERVICES OR THE CAMPAIGN.

9.2 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, NEITHER PARTY NOR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUES, LOST DATA, OR LOSS OF GOODWILL) INCURRED IN CONNECTION WITH THE AGREEMENT UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT OR TORT, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE CONSIDERATION PAID OR PAYABLE TO PUBLISHER IN CONNECTION WITH THE CAMPAIGN DURING THE TWELVE (12) MONTHS DIRECTLY PRECEDING ANY CLAIM. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH IN THIS SECTION 9.2 SHALL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.

10.1 This Agreement shall commence on the Effective Date and shall continue until terminated by either Party pursuant to this Agreement (“Term”).

10.2 Unless determined otherwise under the applicable IO, either Party may terminate this Agreement for convenience by providing the other Party with fourteen (14) days’ prior written notice.

10.3 Notwithstanding the above, Company may terminate or suspend this Agreement at any time if Company determines, in its sole discretion, that Publisher has breached any provision of this IO, without derogating from any other remedies that may be available to Company under applicable law. In addition, Company may terminate or suspend this Agreement immediately if: (a) Publisher files a petition for bankruptcy, is adjudicated bankrupt, is insolvent, makes an assignment for the benefit of creditors, or enters into any similar proceedings; or (b) Publisher engages in any Invalid Traffic, as determined by Company in its sole discretion.

10.4 Upon any termination or expiration of this Agreement, the Campaign shall be considered non-operational, and all licenses and rights provided herein shall be revoked. It is hereby clarified that any Ads displayed after termination or expiration of this Agreement shall not be compensated. In the event of any termination: (a) any outstanding amounts of Consideration will be paid to Publisher in accordance with Section 5 above, or as otherwise agreed upon in an applicable IO; (b) any outstanding debit balance shall be paid by Publisher within 7 business days after such termination; and (c) Publisher shall immediately cease all use of the Platform, Services, and any related technology, and remove all tags, pixels, and code provided by Company from the Properties.

10.5 Any obligations of the Parties that by their nature are intended to survive the termination or expiration of these Terms shall survive any such termination or expiration.

This Agreement (including any addenda or annexes) and any amendments thereto represent the entire and complete agreement between the Parties regarding the subject matter hereof and supersede any and all other agreements between the Parties, whether written or oral, regarding the subject matter hereof. In the event of any conflict between this Agreement and an IO, the terms of this Agreement shall prevail unless the IO expressly states otherwise with specific reference to the conflicting provision. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Company reserves the right to modify this Agreement from time to time. The most current version will be posted and any changes will be indicated under the “Last Updated” date. Publisher’s continued use of the Services following any such modification constitutes acceptance of the modified terms. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.1 No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither Party has any authority of any kind to bind the other in any respect.

12.2 During the Term, Company may refer to Publisher as a customer of Company, including by displaying Publisher’s name and logo on Company’s website and other marketing materials.

12.3 The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

The failure of either Party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. All waivers must be in writing. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.

14.1 All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered by hand, overnight delivery service, or confirmed facsimile or email transmission, or five (5) days after mailing, postage prepaid, by registered or certified mail, return receipt requested, to the known address, email address, or fax number, or to such other address as either Party shall specify in written notice to the other.

14.2 Notwithstanding the foregoing, Company may provide Publisher with notices required hereunder by contacting Publisher at any email address Publisher provided, including in its registration information.

Publisher may not assign any of its rights or obligations under this Agreement without the prior written consent of Company. Company may assign or transfer this Agreement, or any of its rights or obligations hereunder, without Publisher’s consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any assignment in violation of this Section shall be null and void.

These Terms shall be exclusively interpreted according to the laws of the State of Israel without regard to or application of conflict of law rules or principles. Any action or legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of Tel Aviv. Nothing in this section will be construed as prohibiting any Party from applying to a court for injunctive relief, with or without prior written notice to the other Party. Each Party irrevocably waives any right to a jury trial in any action or proceeding arising out of or relating to this Agreement.

Neither Party hereto shall be liable for any loss, damage, or penalty resulting from such Party’s failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, such as, without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, labor strike, or mechanical, electronic, or communications failure or degradation. By signing an applicable IO, the Parties acknowledge that they have read and understood these Terms and agree to be legally bound by them.

Publisher represents and warrants that it shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, as applicable. Publisher shall not make, offer, or authorize any payment or transfer of anything of value to any government official or any other person for the purpose of influencing any act or decision in connection with this Agreement.

Publisher must bring any claims under this Agreement in its individual capacity and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding. Publisher hereby waives any right to participate in a class action against Company.