End User License Agreement

READ THIS AGREEMENT (THE “AGREEMENT”) CAREFULLYIN ITS ENTIRETY BEFORE USING TERRIFIC’S ONLINE PLATFORM. “Terrific” means Terrific Innovation Ltd., Live Social CommerceCompany and Terrific Europe. This Agreement constitutes a binding agreementbetween You and Terrific, regarding the use of the Platform (as defined below), and any of its upgrades and updates. “You” means all users of thePlatform. You accept this Agreement each time You access the Platform.

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ALLUSE OF THE PLATFORM, IS AND SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTHIN THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, AND/OR USING A LINK (ASDEFINED BELOW), YOU ARE CONFIRMING THAT YOU ACCEPT THE TERMS AND CONDITIONS OFTHIS AGREEMENT, AS MAY BE AMENDED FROMTIME TO TIME, AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BEBOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY EXIT THE PLATFORMAND CEASE ANY USE OF THE PLATFORM.

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TERRIFIC MAY REVISETHIS AGREEMENT AT ANY TIME BY POSTING AN UPDATED VERSION TO THE PLATFORM. IFTHE TERMS OF THE AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLYLIMITED TO THESE TERMS.

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1. General. Terrific’s platform (the “Platform”) provides certain e-commerce services to third-partymerchants and marketing and sales companies (each, a “Merchant”),enables the Merchants to market and promote their brand, products, services, andother offerings (collectively, the “Merchant’s Products”), through an interactivemedia delivery stack, either by way of interactive livestream sessions (each,an “Event”), or through recorded content displayed via an interactivemedia player on a VOD (video-on-demand) basis (the “Player” and the “VODContent”, respectively).

Youraccess to the Platform will be through a designated link distributed by the Merchantor on its behalf, or implemented in the Merchant’s Website (as defined below) (the“Link”). [Barnea1] 

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2. License.   Terrific hereby grants You, and You herebyaccept, a personal, non-transferable, non-assignable, non-sublicensable, revocable,non-exclusive, limited license to use the Platform, for personal use only, includingany revisions, releases, corrections, copies, modifications, derivatives,enhancements, updates and/or upgrades thereto (the “License”), and anyother documentation or user guide related to the Platform, and only inaccordance with the terms and conditions of this Agreement. Except for theLicense granted hereunder, you have no other rights in and to the Platform, orany materials included therein.

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3. Your Responsibilities. Yourepresent and warrant that you will use the Platform in accordance with theterms of this Agreement.

You acknowledge and accept that Terrificwill have the right to review and monitor your use of the Platform to ensurecompliance with the terms of the License and this Agreement.

You will be responsible for any and allactivity that occurs under Your access to the Platform, and agree to usereasonable efforts to prevent any unauthorized access or use of the Platform, andany device that You use to access the Platform.

4. Your Undertakings. Byusing the Platform, You represent, acknowledge and agree that:

4.1. You are at least 18 years of age,or if You are under 18 years of age but are at least 13 years old (a “Minor”),that You are using the Platform with the consent of Your parent or legalguardian and that You have received Your parent’s or legal guardian’spermission to use the Platform and agree to the terms of this Agreement. If Youare a parent or legal guardian of a Minor, You hereby agree to bind the Minorto this Agreement and to fully indemnify and hold Terrific harmless if theMinor breaches this Agreement. If You are not at least 13 years old, You maynot use the Platform at any time or in any manner;

4.2. Terrific mayfrom time-to-time issue upgraded and updated versions of the Platform, and mayautomatically electronically upgrade the current version of the Platform, andYou further consent to such automatic upgrades of the Platform, and agree thatthis Agreement will apply to all such upgrades. Such upgrades and updates mayinvolve, without limitation, updating the functionality, user interface,usability and other user documentation, information relating to the Platformand all of its features, from time to time, in Terrific’s sole discretion.

4.3. Standard thirdparty’s carrier data charges may apply to Your use of the Platform;

4.4. You have theright, authority and capacity to enter into this Agreement and to abide by allthe terms and conditions of this Agreement;

4.5.  You will beresponsible for obtaining and maintaining at Your expense all necessarycomputer hardware, Platform, modems, connections to the internet and otheritems required to access the Platform, and that such equipment is compatiblewith the Platform; and

4.6.  (i) You are notlocated in a country that is subject to any sanctions or embargos by the Stateof Israel, the United States or the European Union, or that has been designatedby the State of Israel, the United States or the European Union as a “terroristsupporting” country; and (ii) You are not listed on any list of prohibited orrestricted parties published by the State of Israel, the United States or theEuropean Union.

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5.  User Content. Certain functionality of the Platformmay permit or require You to submit or post comments, reviews, feedback,information, data, text, images, videos, audio recordings, messages, or othermaterials, either in relation to an Event (before, during or after an Event), throughVOD Content consumption, or via interaction with the Player (collectively, the “UserContent”). [Barnea2] You agree that You have the right toprovide such User Content, and that You are solely responsible for all of the UserContent, and Terrific will not be in any way responsible or liable for such UserContent.

Youundertake that:

5.1.    the UserContent does not violate any law (including, but not limited to, thosegoverning export control, consumer protection, unfair competition,anti-discrimination, or false advertising), or any third-party privacy or intellectualproperty rights (including, but not limited to, copyrights);

5.2.    the User Content is not, and maynot reasonably be considered to be, defamatory, libelous, hateful, racially,ethnically, religiously, or otherwise biased or offensive, unlawfullythreatening, or unlawfully harassing to any individual, partnership orcorporation, vulgar, pornographic, obscene, or invasive of another’s privacy;

5.3.    You were notand will not be compensated or granted any consideration by any third-party forsubmitting the User Content;

5.4.    the User Contentdoes not incorporate materials from a third-party website, addresses, emailaddresses, contact information, or phone numbers (other than Your own orotherwise have the right to provide);

5.5.    the User Contentdoes not contain any viruses, worms, spyware, adware, or other potentiallydamaging programs or files, nor does it contain or constitute any unsolicitedor unauthorized advertising, promotional materials, junk mail, spam, chainletters, pyramid schemes, or any other form of solicitation; and

5.6.    the User Contentis not considered as confidential, and does not contain any information thatYou consider confidential, proprietary, or personal.

You further acknowledge and acceptthat:

5.7.    Terrific may,but is not obligated to, pre-screen the User Content or monitor the Platformwhere User Content may be submitted. Terrific may at any time, and at its solediscretion, remove or refuse any User Content for any or for no reason, (andwith respect to User Content relating to an Event, either during the live Eventor thereafter), without any obligation to inform You of such removal or refusal.Further, Terrific also reserve the right to remove or refuse to publish anyUser Content, in whole or in part, if Terrific believes that such User Contentmay violate this Agreement, the law or any third-party rights, or for any otherreason, at its sole discretion.

5.8.    Terrific doesnot warrant that any User Content, or any results of processing the UserContent, will never be accessible by others.

5.9.    The pricing anddiscount on any Merchant’s Product are under the control of the Merchant andmay be limited to a specific Event or during a limited period.

5.10.  Terrific may disclose any User Content or activity to any otherthird party if Terrific believes that such disclosure is reasonably necessaryto comply with any law, regulation, legal process or government request. Terrificis not obligated to inform You of any of such disclosures.

5.11.  Terrific shall have the right to store, collect and analyze theUser Content and other data and information relating to the provision, use andperformance of various aspects of the Platform and related systems andtechnologies (“Usage Data”). The Platform may be implemented usingmachine learning and artificial intelligence technologies, with features andimplementations designed to generate statistics, calibrate data models, andimprove algorithms in the course of processing User Content and Usage Data (collectively,“AI Processing”). Terrific has the right to use such AI Processing fortesting, tuning, optimizing, validating, or otherwise enhancing the analytics,models, or algorithms underlying the Platform. You will not have any rights inor to any part of the Platform or the AI Processing generated by Terrific orthe AI Processing generated in the course of providing the Platform.

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6.  Platform Content. You hereby acknowledge that the Platform mayinclude descriptions, information, patterns, projections and any other data,including with respect to the Merchant’s Products (the “Platform Content”).

The Platform Content is provided on an “as is”basis, and Terrific does not make,and fully disclaims, any representations or warranties of any kind what so everwith respect to the Platform Content, whether orally or in writing, express orimplied, to the maximum extent permitted by law, including any representationthat the Platform Content will be interference or error-free, or with regard tothe merchantability, fitness for a particular purpose, reliability, or accuracyof the Platform Content, non-infringement or any other violation. The PlatformContent is intended for promotionalpurposes only, and does not purport in any way to beaccurate, current or complete.

You are herebycautioned not to place reliance on any Platform Content, including for thepurpose of making any decisions to purchase or consume any of the Merchant’sProducts, as applicable. Any reliance on any portion of the Platform Content isat Your sole risk and You shall bear sole responsibility with respect toYour decisions made relying on the Platform Content. Terrific​​is not and will not be liable for any use of, orreliance on, the Platform Content, and bears no liability for the PlatformContent, its correctness and/or for any use that is made of it. You are advisedto consider making further inspections and review of additional materials, notrelated to the Platform, with respect to any Merchant’s Product.

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7. Title &Ownership. All intellectual property rights, including, without limitation,rights in copyrights, trade secrets, trademarks, tradenames (including thetrademark and tradename ‘Terrific’), design right, inventions, sourcecodes, algorithms, patents (as well as applications therefor, continuations andre-issuances, know how, and any content embedded therein, and all improvements,derivatives, modifications and discoveries thereof and goodwill associatedtherewith) whether registered or not, now existing or subsisting or hereafterdeveloped, evidenced by or embodied in, or attached/ connected/ related to the Platform(including, without limitation, the Platform’s source code, user guides, andany other documentation), are and shall be owned solely by Terrific or itslicensors. Except for theLicense, and as expressly provided herein and subject thereto, no other rightsor licenses, expressed or implied, are granted to You by Terrific with respectto the Platform or any other of Terrific’s intellectual property rights.

Withoutderogating from the above, if You provide us with any creative ideas,suggestions, improvements, enhancements or derivatives regarding the Platformand its use (collectively, the “Feedback”), then any such Feedback willbe solely owned by Terrific, and You will have no right or title therein. Terrificshall be entitled to unrestricted use of such Feedback for any purposewhatsoever, commercial or otherwise, without any compensation to You or anyother third party.

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8.  ProhibitedUses. You agreenot to (a) edit, alter, modify, merge, adapt, or otherwise change the wholeor part of the Platform, nor permit the whole or any party of the Platform tobe combined with or become incorporated in any third-party platform; (b) sell,license, sub-license, lease, assign, transfer, pledge, or share Your rightsunder the License with or to anyone else, or otherwise allow any third-party touse the Platform on behalf or for the benefit of any third-party; (c) copy, modify,disassemble, decompile, reverse engineer, revise or enhance the Platform, or otherwisetranslate or attempt to discover the Platform’s source code; (d) bypass,circumvent, damage or otherwise interfere with Platform, including any securityor other features of the Platform, or otherwise access or use the Platform in amanner inconsistent with normal usage; (e) use the Platform in any way whichbreaches any applicable local, national or international laws, rules andregulations in the country in which the Platform is being used; (f) gainunauthorized access to the Platform, including using one end user’s License onmore than one end user, to other users’ names or personally identifiableinformation, or to other computers or websites connected or linked to the Platform;(g) post, transmit or otherwise make available any virus, worm, spyware or anyother computer code, file or program that may or is intended to disable,overburden, impair, damage or hijack the operation of any hardware, platform ortelecommunications equipment, or any other aspect of the Platform orcommunications equipment and computers connected to the Platform; (h) You agreenot to submit through the Platform any content (including with respect to theUser Content) that is or could be interpreted to be defamatory, libelous,inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar,offensive, obscene, pornographic, objectionable, hateful, or promotesdiscrimination, bigotry, racism, or hatred, as determined by Terrific in itssole discretion; (i) submit any copyrighted or trademarked materials withoutthe express permission from the owner to the Platform; or (j) use the Platformfor any purpose that Terrific may, at its sole discretion, consider to be a breachof this Agreement. The restrictions set forth in this Section ‎‎8 (collectively, the “UnlicensedActivities”) are limitations on the scope of the License granted in thisAgreement. Any attempt to perform any of the Unlicensed Activities shallentitle Terrific to terminate this Agreement or suspend the License.

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9. Links toThird-Party Sites. The Platform may occasionally containlinks, content, advertisements, promotions, logos and other materials (the “Third-PartyMaterials”) to third-party platforms, websites or software (“Third-PartyAdvertisers” and “Third-Party Sites”, respectively). If You use suchThird-Party Materials, you will leave the Platform. Terrific does not verify ormake any representations, or takes any responsibility for such Third-PartySites, including the truthfulness, accuracy, quality, or completeness of thecontent, services or links displayed therein, or any other activities conductedon or through the Third-Party Sites. Terrific does not endorse or make anyrepresentations about any Third-Party Advertiser, any Third-Party Sites or anyinformation, material, or results that may be obtained through the use ofThird-Party Sites, and Terrific hereby cautions You to ensure that Youunderstand the risks involved in using such Third-Party Sites or engaging with anyThird-Party Advertiser. If You decide to access any Third-Party Site or engagewith any Third-Party Advertiser, You do this entirely at your own risk, and Youmust follow the privacy policies and the terms and conditions for suchThird-Party Sites. Terrific provides these Third-Party Materials to You solelyfor convenience purposes, and under no circumstances You will hold Terrificliable, directly or indirectly, for any loss or damage caused by use of orreliance on any content, goods or services available on any Third-Party Site orany engagement with any Third-Party Advertiser.

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10. Merchant’s Website. The Merchant’s Products are implementedin the Platform for promotional purposes only, and the purchase or consumptionof the Merchant’s Products (as applicable) will be processed separately throughthe Merchant’s website, system or platform (as applicable) (the “Merchant’s Website”).If You elect to purchase or consume (as applicable) any of the Merchant’sProducts promoted during an Event or through the VOD Content, You will be transferredto the respective Merchant’s Website and will leave Terrific’s Platform[Barnea3] . The use of the Merchant’s Website isnot regulated under the terms of this Agreement and is subject to the terms andconditions and privacy policy contained at the Merchant’s Website.

The Merchantis solely responsible for, without limitation, (i) the marketing, promotion, sale,distribution, broadcasting, streaming, licensing, delivery, shipping, supplyand returns of the Merchant’s Products; (ii) the quantity and quality of the Merchant’sProducts, and any use thereof; (iii) all intellectual property rights, broadcastingrights, licensing, and content clearances related to the Merchant’s Products;(iv) the pricing and discounts on any Merchant’s Product promoted during orafter an Event or via the VOD Content, and the processing of the purchase orconsumption of the Merchant’s Products, as applicable; and (v) obtaining and maintaining all governmental licenses, permits,registrations and approvals which are necessary to implement and perform the Merchant’sobligations, including without limitation, for the import, marketing,distribution, publication, broadcasting, and sale of the Merchant’s Products (as applicable), and comply with all applicable laws and regulations with respectthereto. Under no circumstances You willhold Terrific liable, directly or indirectly, for any loss or damage caused by theuse of or reliance on any services, content or goods available on the Merchant’sWebsite or otherwise in connection with the Merchant’s Products. The provisionsof this Section ‎10 shall be addition to, and shall notderogate from, the terms of Section ‎9 above.

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11.  Data andPrivacy. Terrific’sprivacy policy, available at the Platform, sets forth the information Terrific collectsand receives, the manner in which it is used by Terrific, and the parties’ respectiverights with respect to such information (the “Privacy Policy”). Byagreeing to the terms of this Agreement, You hereby confirm that you alsoaccept and agree to the Privacy Policy.

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12.  LimitedWarranty. Terrificwarrants that the Platform will perform in substantial compliance with thisAgreement, provided that it is used on the computer hardware and with theoperating system for which it was designed (the “Warranty”). Terrific’scommitments do not include downtime to extent resulting from previouslyscheduled maintenance and events beyond Terrific’s reasonable control,including, but not limited to, any down time caused by (a) outages to anypublic internet backbones, networks or servers; (b) any failures of Your system,equipment, etc.; or (c) acts of God or force majeure (as defined in Section ‎17.5 below. The following are excluded fromthe Warranty: (i) insignificant defects, such as errors that can be easilycorrected and will not show up as a performance defect; (ii) defectsdiscovered in the Platform that have been modified, altered, or enhancedwithout Terrific’s prior consent; and (iii) other damage caused by abuse,misuse, neglect, adjustment, improper storage, or unauthorized repair orinstallation, or by the misuse of the Platform.

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13.  Indemnification. You agree to indemnify and hold Terrificand its shareholders, officers, directors, employees, affiliates, agents,licensors, and business partners harmless from and against any and all costs,damages, liabilities, and expenses (including attorneys’ fees and costs ofdefense) suffers in relation to, arising from, or for the purpose of avoiding,any claim or demand from a third-party that Your use of the Platform, violatesany applicable law or the rights of any third-party.

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14.  WarrantyDisclaimer. EXCEPTFOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN SECTION ‎12 HEREIN, THEPLATFORM IS PROVIDED “AS-IS”, “AS-AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND TERRIFICMAKES NO OTHER WARRANTIES AND EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANYKIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TERRIFICDOES NOT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE PLATFORM AND IT IS NOTRESPONSIBLE FOR THE AVAILABILITY, ACCURACY, APPLICABILITY OR LEGALITY OF ANYINFORMATION, DATA OR DOMAIN. FURTHER, TERRIFIC DOES NOT REPRESENT OR WARRANTTHAT: (I) THE PLATFORM SHALL BE ERROR FREE OR THAT ANY ERRORS WILL BECORRECTED; (II) THE PLATFORM SHALL NOT CONTAIN ANY BUGS, VIRUSES, TROJANHORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANYTHIRD PARTY; (III) THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR THATIT WILL BE ABLE TO BE USED AT ANY TIME; (IV) THE PLATFORM WILL MEET YOURREQUIREMENTS. TERRIFIC SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS ORALTERATION TO THE PLATFORM AND WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSINCURRED TO YOU OR ANY OTHER THIRD-PARTY AS A RESULT OF OR IN CONNECTION WITHTHE USE OF OR RELIANCE ON THE PLATFORM, OR IN CONNECTION WITH ANY INFORMATIONDERIVED THROUGH THE PLATFORM. THE USE OF THE PLATFORMIS AT YOUR SOLE RISK AND YOU SHALL BEAR SOLE RESPONSIBILITY FOR SUCH USE. INADDITION, TERRIFIC SHALL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESSTO YOUR SYSTEMS OR FOR THE USE OF THE PLATFORM BY YOU.

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15.  Limitation ofLiability. TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TERRIFIC BELIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OFSUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, ORCONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHERFOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OROTHERWISE, WHETHER OR NOT TERRIFIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.

TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, TERRIFIC’S MAXIMUM AGGREGATED LIABILITY UNDER, ARISING OUT OFOR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALLNOT EXCEED USD 1,000.

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16.      Term and Termination.This Agreement shall be in effectfrom the date You first use the Platform. Terrific shall be entitled toterminate or suspend this Agreement or Your License immediately in the event ofYour failure to comply with the terms of this Agreement, or any breach by Youof the terms herein.

Upontermination of this Agreement, the License shall immediately expire and Youshall immediately discontinue all further use of the Platform. Sections ‎5, ‎7 and ‎10 to ‎17 of thisAgreement shall survive any termination of this Agreement.

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17. General

17.1.  Severability. If any part of this Agreement shallbe deemed unlawful, void or for any reason unenforceable, then that provisionshall be deemed to be severable from the rest of this Agreement and shall notaffect the validity and enforceability of any of the remaining provisions ofthis Agreement. In such cases, the rest of the Agreement shall be construed ina manner consistent with applicable law to reflect, as closely as possible, theoriginal intent of the parties.

17.2.  Assignment. Terrific reserves the right totransfer, assign, sublicense or pledge this Agreement, at its sole discretion. Youmay not transfer, assign, sublicense or pledge in any manner whatsoever any of Yourrights or obligations under this Agreement without the prior written consent ofTerrific.

17.3.  Waiver. No delay or failure by eitherparty to exercise any right or remedy under this Agreement will constitute awaiver of such right or remedy.

17.4.  Governing Law & Jurisdiction.This Agreement is governed by the laws of the State of Israel, and thecompetent courts in Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction inany conflict or dispute arising out of this Agreement.

17.5.  ForceMajeure. If either party is prevented from performing or isunable to perform any of its obligations under this Agreement due to causesbeyond the reasonable control of such party, including but not limited to actsof God, acts of civil or military authorities, riots or civil disobedience,wars, strikes or labor disputes, such party’s performance shall be excused andthe time for performance shall be extended accordingly provided that such partyimmediately takes all reasonably necessary steps to resume full performance.

17.6.  Notices.All notices and other communications hereunder shall be in writing and shall bedelivered in person (including by overnight courier), mailed by registered orcertified mail (postage prepaid, return receipt requested), or email. Either partymay change its contact information by providing the other party with notice ofthe change in accordance with this section.

17.7.  Headings. The section headings contained in this Agreement are inserted forconvenience and are not intended to be part of or to affect the interpretationof this Agreement.

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