Terrific Innovation Ltd. – General Terms and Conditions

By accessing or using the Platform (as defined below), using a Link (as defined below), or executing a Sales Order (as defined below) (whichever is earlier, the “Effective Date”), you (the “Customer”) hereby agree to these general terms and conditions, as may be amended from time to time (“Agreement”) with Terrific Innovation Ltd., on behalf of itself and its affiliates (collectively, the “Company”). Each of Company and Customer shall be referred to as “Party” and together the “Parties”.
Please read the terms of this Agreement carefully in their entirety prior to the use of the Platform. This Agreement constitutes a legally binding agreement between the Customer and the Company, and if Customer do not agree to all of the terms of this Agreement, the Customer must exit the Platform, and discontinue the use of the Platform or terminate any outstanding Sales Order in accordance with its terms (as applicable). If the terms of the Agreement are considered an offer, acceptance is expressly limited to these terms.

1. The Service & The License

1. 1. The Company’s platform provides certain services related to the marketing and sales of certain products of the Customer or as endorsed by the Customer (collectively, the “Customer Products”) interactively, during a livestream session, while using an Agora.io real-time broadcasting and communication software (the “Services” and the “Platform”, respectively). 
2. 1. As of the Effective Date, the Company hereby grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sub-licensable, and personal license to use the Company’s Platform, for personal use only, including any revisions, releases, corrections, copies, modifications, derivatives, enhancements, updates and/or upgrades thereto (to the extent provided by the Company to the Customer), in accordance with terms of this Agreement and subject to them (the “License”). 
3. 1. For the purpose of providing the Services, the Customer may generate through the Platform, from time to time, links (each, a “Link”) to a livestream page designated for the operation of a livestream event (each, an “Event”). Customer is solely responsible for the distribution of the Links and for the publication of the Events.
4. 1. In the event the Customer wishes to use the Platform and operate an event together with a third party or while featuring a third party, the Customer must obtain the Company’s prior written approval.
5. 1. The Company will have the right to review and monitor all use of the Platform to ensure compliance with the terms of the License and this Agreement.
6. 1. Company may update the functionality, user interface, usability and other user documentation, information relating to the Platform and all of its features, from time to time, in its sole discretion and in accordance with this Agreement, as part of its ongoing mission to improve the Platform.

2. Registration

1. 2. Under the License, the Company shall provide the Customer with credentials to open an account for the use and access to the Platform (the “Account”).
2. 2. Customer hereby represents and warrants that the Company has not disabled or terminated any Account under Customer’s name in the past for any reason.
3. 2. The password and user name of the Account, which, together with the email address associated with the Account (the “Account Information”), will constitute Customer’s identification information to log into the Account. The Customer is solely responsible for maintaining the confidentiality of the Account Information, and shall remain solely responsible for any activity on the Account and any activity that occurs as part of the Customer’s access to the Platform. Customer may not allow any other third party to use or access the Account and agree to use reasonable efforts to prevent unauthorized access to the Platform and any device that Customer uses to access the Platform. The Company shall not be held liable for any loss that may occur as a result of the Customer’s sharing of the Account Information with anyone or any other access to such Account Information.  
4. 2. Customer undertakes to contact the Company promptly if (i) Customer discover that any Account information is lost, stolen, or disclosed to an unauthorized person; (ii) Customer reasonably believes that the Account has been compromised, including any unauthorized access, use, or disclosure of Account information; or (iii) Customer discover any other breach of security in relation to the Account Information, or the Platform, that may have occurred or is reasonably likely to occur.

3. Customer’s Products

1. 3. Customer is solely and fully responsible with respect to the Customer Products, including without limitation, (i) the marketing, sale, distribution, delivery and supply of the Customer Products, including to clients or potential clients participating in an Event (each, an “End User”), (ii) the quantity and quality of the Customer Products, and (iii) the Customer Products and any use thereof, including their labelling and marking, and Customer Products’ compliance of standard, shall at all times be in compliance as required under any applicable law. In any event, the Company shall not be responsible with respect to any Event or Customer Product.
2. 3. Without derogating from the generally of the terms herein, Customer hereby acknowledges and undertakes to comply at all times with all applicable laws and regulations, either local or foreign, with respect to the marketing and sale of goods, including without limitation, the Israeli Consumer Protection Law, 5741-1981, and the regulations promulgated thereunder (collectively, the “Laws”). 
3. 3. Customer hereby further undertakes and agrees to inform the Company in writing with respect to the requirements of the Laws applicable to the Customer or any Event, and if required in order to comply with such requirements, Company may, but is not obligated to, make any adjustments to the Platform or the Services (as applicable), to its sole discretion at the Customer’s expense.
4. 3. The Customer hereby grants the Company a limited, non-exclusive, royalty free, worldwide and non-transferable right to use the Customer Products’ name, logo, information, features and trademarks, on the Platform (including as part of the Links, Events or their marketing).

4. User Obligations and Restrictions

1. 4. Customer is solely responsible for its use and its End Users’ use of the Platform. 
2. 4. The Customer is solely responsible to obtain and maintain, at its expense, all necessary computer hardware, modems, connections to the internet and other items required to access and use the Platform and the Services.
3. 4. Without limiting the foregoing, Customer may not, and may not permit or aid others to: (i) use the Platform for any purpose other than for the purpose hereunder, or contrary to the terms of this Agreement; (ii) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Platform or any part thereof or the Customer’s rights under the License; (iii) modify, display, disassemble, decompile, reverse engineer, revise, enhance, republish, create any derivative works, or otherwise merge or utilize all or any part of the Platform, with or into any third party materials or components or attempt to access or discover the Platform’s source code; (iv) make any changes or interfere in any way in the source code of the Platform, and upload any software or application that may harm or cause damage to the Company, the Platform or any other third party; (v) allow any other third party to use or access the Account and agree to use reasonable efforts to prevent unauthorized access to or use of the Platform and any device that the Customer uses to access the Platform; (vi) use the Platform in any manner that is prohibited by law or not authorized by this Agreement, including, without limitation by accessing or using the Platform in violation of any export or import restrictions, laws or regulations of the State of Israel or any foreign agency or authority, including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software; (vii) contest Company’s Intellectual Property Rights to Company’s IPR (each as defined below); (viii) interfere with or disrupt the integrity or performance of the Platform or Company’s network or the data contained therein or the use of other End Users; (ix) engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of the Platform; or (x) Abuse the Platform in any way. “Abuse” shall mean and include any of the prohibited activity outlined in this Section ‎4.3, including without limitation, direct or indirect violation or bad activity in or through the Account, including copyright infringement, email spamming and network scanning. The decision whether an Abuse occurred or not, shall reside with Company in its sole discretion. Upon a decision by Company that an Abuse has occurred, without derogating from any of the Company’s rights hereunder, Company shall issue a notice to the Customer to cease the Abuse immediately.
4. 4. Customer acknowledges that without prejudice to any other right of the Company, the Company shall have the right to (i) prevent the Customer from accessing the Platform, (ii) report Customer’s behaviour patterns on the Platform to third parties, and (iii) take any other action that the Company may deem appropriate to protect its property and rights, as well as the rights of third parties.

5. Consideration

1. 5. In consideration for the License granted herein, for the use of and access to the Platform and receipt of the Services, the Customer shall pay the Company certain fees according to the sale order executed between the Company and the Customer (“Sales Order”). The payment terms for the fees shall be set forth in the Sales Order.
2. 5. Unless otherwise agreed in a specific Sales Order, the calculation of any fee payable hereunder, shall be done on a monthly basis, commencing on the Effective Date, and will automatically renew on a monthly basis (each, a “Billing Period”), unless this Agreement is terminated in accordance with Section 9 below. All payments of the fee shall be made at least [10]30 days prior to the then relevant Billing Period. All amounts paid shall be non-refundable, non-cancellable and non-creditable regardless of any termination of this Agreement, for any reason, during the relevant Billing Period. All payments shall be invoiced.
3. 5. Interest in the amount of 1.5% per month will be charged on all late payments. Company reserves the right to immediately suspend or terminate Customer’s use of the Platform in the event of any delay in payment. Customer shall reimburse the Company for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting late payments pursuant to this Agreement. 
4. 5. Customer is solely responsible for payment of any taxes resulting from this Agreement, including VAT, if applicable. All fees under this Agreement are presented as net prices, and are exclusive of levies, duties, taxes, including withholding taxes, which shall be payable by Customer in addition to the fees owed to Company

6. Intellectual Property 

1. 6. Notwithstanding anything to the contrary herein, the Platform, the Services, and any of the Company’s content embedded therein, including without limitation, materials, text, photos, logos, any graphical display of data, designs, sounds, figures, analysis, statistics and any other content, any modifications, improvements, customizations and updates to the Platform, and all Intellectual Property Rights in any of the above, as well as any Feedback and all AI Process (each as defined below) (collectively, “Company’s IPR”), are exclusively owned by Company or its licensors. Except for the License, and as expressly provided herein, no other rights or licenses whatsoever, expressed or implied, are granted by Company to Customer with respect to the Platform, the Services or the Company’s IPR, and the Customer may only use the same in accordance with this Agreement. “Intellectual Property Rights” means any and all worldwide intellectual property rights, whether registered or not, including, but not limited to: (a) patents, patent applications and patent rights, know how, inventions, research and development activities and discoveries; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information, including but not limited to confidential and proprietary information concerning the business and financial activities of Company, and any information concerning its service providers, employees, customers, suppliers, and partners; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains; (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.

2. 6. Customer shall not, nor shall Customer allow any other party to, modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, any of the Company’s IPR, nor shall the Customer use such Company’s IPR for any purpose other than for using the Platform pursuant to the terms herein. The Customer further undertakes not to exploit any of the Platform’s contents without the Company’s explicit, prior written permission.
3. 6. The Customer hereby grants the Company a limited, non-exclusive, royalty free, worldwide and non-transferable right to use the Customer’s name, logo, trademarks, User Content, on the Platform (including as part of the Links, Events or their marketing), or otherwise, in order to promote the Platform or the Company (including as part of the promotional and marketing materials of the Company).
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4. 6. Any feedback provided by the Customer to Company regarding the Platform, its use or the Services, or any suggested improvements, enhancements or derivatives thereto (“Feedback”) is welcome by the Company. The Customer is not required to provide Feedback, however, to the extent it shall do so, such Feedback shall be solely owned by Company, and shall not, under any circumstance constitute Customer’s confidential or proprietary information. The Customer hereby acknowledges that Company may use such Feedback in any manner Company sees fit, without restrictions or limitations, and without payment of any royalty or any other consideration.

7. Representations And Warranties‍

1. 7. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (ii) the execution of this Agreement and the performance of its obligations and duties hereunder does not violate any agreement to which it is a party or by which it is otherwise bound; and (iii) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. 

8. User Content

1. 8. Certain features of the Platform may permit streaming or uploading User Content, including during an Event. 
   
   “User Content” means, without limitation, audio, video, data, text, messages, clients’ information, pricing, photographs, images and other types of works. 

2. 8. The Customer hereby acknowledges and accepts that the Company shall receive and collect the information, including part of the User Content, either through the features embedded in the Platform, or directly or indirectly via the Company’s access to a third party software.
3. 8. The Customer hereby grants Company with a non-exclusive, irrevocable, limited, royalty free and worldwide license, during the term of the License, to use, process and store the User Content in order to perform and promote the services under the Platform and any features thereof, and to exercise the Company’s rights and obligations under this Agreement, or otherwise in connection thereto. 
4. 8. The Customer hereby undertakes, that under the Services, Company shall receive and collect, and thereafter may provide the Customer updates with regards, certain data and information with respect to any Event, such information shall include, but is not limited to, information regarding (i) the End Users that participated in an Event, (ii) the purchases of the Customer Products made by such End Users as part of an Event, through the Platform or otherwise, and their respective contact information and payment details (if any), and (iii) other insight and analysis (if any) with respect thereto.
5. 8. Without derogating from the provisions of Section ‎3.2, the Customer hereby undertakes that: (i) the User Content will not violate or infringe any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising, whether foreign or domestic), or any third party’s Intellectual Property Rights; (ii) the User Content will not be malicious, harassing or pornographic nor will it promote racism, bigotry, hatred or physical harm of any kind against any group or individual; (iii) the User Content does not incorporate materials from a third-party website, addresses, email addresses, contact information, or phone numbers (other than of the Customer’s or that the Customer otherwise have the right to provide); and (iv) the User Content does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files, nor does it contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
6. 8. The Customer further acknowledges and accepts that: (i) the Company may, but is not obligated to, edit, pre-screen or monitor User Content or monitor the Platform where User Content may be submitted. Company may remove at any time or refuse any User Content for any reason; (ii) the Company does not warrant that any User Content, or any results of processing the User Content, will never be accessible by others; and (iii) the Company may disclose any User Content or activity to any other third party if Company believes that disclosure is reasonably necessary to comply with any law, regulation, legal process or government request. The Company is not obligated to inform the Customer of any of such disclosures.
7. 8. The Customer hereby undertakes that it has a right to provide the User Content. The User Content is and shall remain in the ownership of the Customer or the End User (as applicable), and the Customer is solely responsible for the User Content. The Company will not be in any way responsible or liable for User Content. 
8. 8. The Platform may provide a feature which uses recordings of individual conversations. The laws with respect to the requirements of such recorded conversations are different in each jurisdiction. Customer hereby acknowledges and agrees that it is solely responsible to comply with all requirements under applicable laws, including the obligations to receive permissions, sending notices or other obligated actions, from or to, the relevant parties.
9. 8 .To the fullest extent permitted by law, Company shall not be responsible for any access to the User Content or to the results of processing of the User Content, provided by the Customer or its End User to other End Users or any third parties.
10. 8. Company shall have the right to collect and analyse data and other information relating to the engagement hereunder, including the provision, use and performance, by the Customer or by others, of the Services and the various aspects of the Platform and related systems and technologies (“Usage Data”). The Services embedded in the Platform may be implemented by the Company using machine learning and artificial intelligence systems, with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing User Content and Usage Data (collectively, “AI Process”). The Company has the right to use such AI Process for testing, tuning, optimizing, validating, or otherwise enhancing the analytics, models, or algorithms underlying the Services and the Platform. The Customer shall not have any rights in or to any part of the Services, the Platform or the AI Process generated by the Company, including in the course of providing the Services.

9. Term

1. 9. This Agreement is effective on the Effective Date and shall continue until such time as the Customer continues to have access to and use of the Platform, in accordance with the terms herein, or the terms of any Sales Order.
2. 9. Customer’s failure to provide a termination notice (if applicable) will render the Customer liable for payment of fees incurred during the subsequent Billing Period.
3. 9. Notwithstanding the above, the Company may terminate this Agreement with a 7 days prior written notice to the Customer in the event of Customer’s failure to comply with any of its obligations hereunder, or immediately and without notice in the following events: (a) if Customer’s attempts to transfer or assign any of its rights, liabilities or obligations under this Agreement contrary to the provisions thereof; (b) non-payment of the applicable fees by the Customer; (c) violation of any of the restrictions set forth in Sections ‎4 or ‎6 of this Agreement; (d) company believes it is necessary to do so to comply with applicable law; or (e) Customer’s becomes insolvent, makes a general assignment for the benefit of creditors, becomes a party to a voluntary or involuntary bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise; or (f) a Force Majeure Event (as defined below) occurs which materially affects Company’s ability to provide the Platform.
4. 9. The Company may cancel the License and terminate the Customer’s access to the Platform, or terminate this Agreement or any Sales Order, for convenience, by providing the Customer with written advance notice of at least 30 days. In the event of termination in accordance with this Section ‎9.4, the Customer shall be entitled to a pro rata payment of the applicable fees actually paid by Customer for the applicable Billing Period.
5. 9. Upon termination of the Agreement: (i) Customer shall immediately pay all due fees and payments, regardless of the due date of payment under this Agreement, (ii) Customer shall cease use of the Platform and immediately return to the Company all Confidential Information and Company’s IPR, in any media and form, and shall erase all copies of the Platform, and (iii) Company shall be entitled to terminate or disable the Account. Notwithstanding the termination or expiration of this Agreement, Sections ‎3 (Customer’s Products), ‎6 (Intellectual Property), ‎8 (UserContent), ‎10 (Data), ‎11 (Confidentiality), ‎13 (Disclaimer of Warranties), ‎14 (Limitationof Liability), ‎15 (Indemnification) and ‎16 (General) shall survive and remain in effect in perpetuity

‍10. Data

1. 10. The Customer hereby grants the Company the right to collect, process, transmit, store, use, and disclose any content, data, recordings, and information (including the User Content), the Customer shall provide the Company in any way, including without limitation by accessing the Platform or using the Services, or that the Company shall collect in connection with the Customer’s End User’s engagement with it (collectively, “Data”), for the purpose of providing the Services under this Agreement. Any Data that entered or uploaded into the Platform by any third party, including any End User, is and will remain owned by such third party. 
2. 10. The Customer acknowledges and agrees that the Company may collect, create, process, transmit, store, use, and disclose aggregated and de-identified data derived from Data or the use of the Platform (“Aggregated Data”), for Company’s business purposes, including for AI Process, and for training, industry analysis, benchmarking, and analytics. All Aggregated Data will be in an aggregated or de-identified form only. The Company shall have sole ownership, title and interest in and to the Aggregated Data, and nothing in this Agreement gives the Customer any rights in or to any part of the Aggregated Data.
3. 10. The Customer is solely responsible for (a) Data as entered into, supplied, accessed, or used by the Customer or its End Users, and (b) complying with any privacy and data protection laws and regulations applicable to Data or the Customer’s and its End Users’ use of the Software and Services. The Customer represents and warrants that it have obtained, and will maintain all rights, consents, and authorizations required to grant the Company the rights and licenses set forth herein and to enable the Company to exercise its rights under the same without violation or infringement of the rights of any third party.
4. 10. Without derogating from the generality of the above, the Customer hereby undertakes to obtain all required consent from the individuals that their personal data is provided under this Agreement or otherwise with respect to the use of the Platform, and comply with all applicable privacy laws, in order to allow the Company to process the individuals’ personal data in accordance with this Agreement pursuant to any applicable privacy law.

11. Confidentiality

1. 11. Each Party (“Recipient”) shall keep confidential and shall not disclose to any third party (other than to its employees, affiliates and advisors having a need to know to perform Recipient’s obligations hereunder, which are bound by a confidentiality undertaking with Recipient on terms no less restrictive than as contained herein), any Confidential Information which it has acquired from the other Party (“Discloser”) and shall only use such Confidential Information in connection with exercising its rights and performing its obligations under this Agreement. All right, title and interest in and to the Confidential Information disclosed or transferred by Discloser shall remain the property of Discloser. The confidentiality obligations hereunder shall continue for a period of five years after termination of this Agreement; provided, however, that the confidentiality obligations with respect to any Confidential Information that constitutes a trade secret shall continue perpetually after termination of this Agreement. 
   
   “Confidential Information” means any know-how, any trade or business secrets, any commercial, financial, business, technical or other confidential information of whatever nature relating to the Discloser’s business (whether written, oral or in electronic or other form, and whether marked or unmarked as confidential) or of clear confidential nature, including, with respect to the Company, the Platform and all of Company’s IPR incorporated therein. In addition, the terms of this Agreement, including without limitation, the consideration hereunder, are also considered Confidential Information of the Company. Confidential Information shall not include information that: (i) is or becomes publicly known other than through any act or omission of the Recipient; (ii) was in the Recipient’s lawful possession before the disclosure, as evidenced by the Recipient; or (iii) is lawfully disclosed to the Recipient by a third party without restriction on disclosure, as evidenced by the Recipient.
2. 11. If Recipient is required to disclose Confidential Information by law, by any court of competent jurisdiction or by any regulatory or administrative body, Recipient (unless prohibited from doing so) shall promptly give Discloser prior notice so that Discloser may contest the disclosure or obtain a protective order with respect thereto. Recipient shall only disclose that portion of the Confidential Information that Recipient is legally obligated to disclose.

12. Service Level

1. The Company warrants that during the Customer’s use of the Platform, the Platform will perform in substantial compliance with this Agreement, provided that it is used on the computer hardware and with the operating system for which it was designed. The Company’s service commitments do not include downtime to extent resulting from previously scheduled maintenance and events beyond the Company’s reasonable control, including, but not limited to, any down time caused by (a) outages to any public internet backbones, networks or servers; (b) any failures of Customer’s system, equipment, etc.; or (c) acts of God. Company shall provide reasonable technical support. Company shall make efforts to respond to any support request following up to 72 hours as of receipt of such request, during working hours (Sunday – Thursday 9:00-18:00 Israel Standard Time, excluding holidays). Customer’s sole remedy in the event of any noncompliance with this Section ‎12, shall be to terminate this Agreement. Such termination does not affect payments of any fees due with regards to any use of the Platform prior to termination.
   
   

13. Disclaimer Of Warranties some text

1. 13. Except for the express representations and warranties stated herein, the Platform and the Services are provided “as-is”, “as-available” and “with all faults” basis, and the Company makes no other warranties, and explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose or non-infringement. Company does not have any obligation to monitor the use of the Platform and it is not responsible for the availability, accuracy, applicability or legality of any information, data or domain. Further, and without limiting the foregoing, Company does not represent or warrant that: (i) the Platform and the Services shall be error free or that any errors will be corrected, including without limitation, with respect to any pricing of the Customer Products displayed or offered as part of the Services; (ii) the Platform shall not contain any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Platform by any third party; (iii) the operation of the Platform will be uninterrupted or that it will be able to be used at any time; (iv) the Platform and the Services will meet the Customer’s requirements or expectations, including without limitation, in connection with an increase or other impact on the Customer’s sales (if any). Company shall not be responsible for unauthorized access to or alteration to the Platform and will not be liable for any damages or loss incurred to the Customer or any End User, or any other third party as a result or in connection with the use of the Platform or reliance on the Platform or any information derived through the Platform. In addition, Company shall not be responsible or liable for unauthorized access to Customer’s systems or for the use of the Platform by the Customer.
2. 13. Company is not responsible for any problems or technical malfunction of any telephone or network lines, computer online systems, servers or providers, hardware, software, failure due to technical problems or traffic congestion on the internet (or inaccessibility of the internet) or incompatibility between the Platform and the Customer’s browser and/or other equipment. Without derogating from the above, the Company does not assume any responsibility or risk for the Customer’s use of the internet.

14. Limitation Of Liability

1. 14. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY, IN ANY EVENT, FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, COMPANY’S MAXIMUM AGGREGATE LIABILITY UNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CUSTOMER TO COMPANY WITH RESPECT TO THE RELEVANT EVENT (AS SUCH TERM IS DEFINED HEREIN) UNDER WHICH SUCH LIABILITY SHALL ARISE.
2. 14. The limitations contained in this Section ‎14 ‎are considered reasonable by the Parties having regards to the circumstances which are known to or in the contemplation of the Parties at the date of this Agreement, and the availability of insurance to the Parties.

15. Indemnification 

1. 15. The Customer hereby agrees to indemnify and hold Company harmless from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action (“Claim”) by a third party (including reasonable attorney fees), arising from or in connection with (i) the Customer’s or any of its End User’s access or use of the Platform, (ii) Customer’s breach of any of its responsibilities or obligations, or representations and warranties under this Agreement, (iii) the Customer Products or any Event, or (iv) the Company’s use of the User Content or other data obtained by Company from the Customer or its End Users which allegedly infringes third party’s rights or violates any law. The Customer shall bear sole responsibility for its decisions made relying on the content of the Platform. The Company shall notify the Customer in writing of the Claim and shall make commercially reasonable efforts to provide the Customer with reasonable assistance and information.

16. General

1. 16. The Company shall not be liable for any failure to perform any of its obligations hereunder resulting from circumstances beyond the Company’s reasonable control, such as strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, internet or other technology failures, pandemic or epidemic (“Force Majeure Event”).
2. 16. The Company may, at its sole discretion, amend, modify, or discontinue, from time to time, any of the Services provided under the Platform and/or introduce new services. The Company shall not be liable for any loss suffered by the Customer resulting from any such changes made and the Customer shall have no claims against the Company in such regard.
3. 16. This Agreement, together with any Sales Order (if any), contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties. In the event of any contradiction between the explicit provisions of this Agreement and the provisions of the Sales Order, the provisions of the Sales Order shall prevail. Any term not defined within the Sales Order shall have the meaning ascribed thereto in this Agreement.
4. 16. For clarity, the Parties specifically agree that this Agreement supersedes and renders void any contrary terms and conditions contained in a sales order, sales acknowledgment or other instrument, agreement or document unless such order, acknowledgment, instrument, agreement or document is (i) an updated version of this Agreement; or (ii) entered into after the Effective Date by both Parties hereto and expressly references this Agreement. Any reference to the Agreement herein, shall include the Sales Order (if any) and the terms and conditions thereunder.
5. 16. For the purposes of this Agreement, the Parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever. The transmission of information to or from the Platform does not create between the Parties any relationship that deviates from those specified in this Agreement.
6. 16. The Customer may not transfer or assign any of its rights or obligations under this Agreement to any third party without Company’s prior written approval, other than in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of the stock or asset. The Company may assign its rights or obligations under this Agreement at any time. The Company may, at its sole discretion, amend the terms and conditions of this Agreement from time to time.
7. 16. All notices will be made in writing and given by personal delivery, overnight courier, facsimile, email or other means of transmission or by certified or registered mail to contact information mentioned above or the last contact information provided by a party following the Effective Date. 
8. 16. The failure of either Party at any time to require performance by the other of any provision herein will not affect the right of such Party to require performance at any time thereafter, nor will the failure of either Party to take action regarding a breach of any provision hereof be taken or held to be a waiver of the provision itself.
9. 16. Any provision of this Agreement which is determined to be prohibited or unenforceable by a court of competent jurisdiction will be ineffective only to the extent of such prohibition or unenforceability and will be severed without invalidating the remaining provisions hereof or otherwise affecting the validity or enforceability of such provision. The headings used herein are for the convenience of the Parties only and will not affect the interpretation of this Agreement.
10. 16 This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of another jurisdiction. The Parties each consent to the exclusive jurisdiction of the courts of Tel-Aviv, Israel, and waive any objection to venue in such courts. Notwithstanding the foregoing, Company shall be entitled to seek injunctive and other equitable relief, without the necessity of showing actual money damages in any jurisdiction in the event of an actual or threatened breach.

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