Terms & Conditions

LastUpdated: November 16,2025

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 timeto time (“Agreement”) with Terrific,on behalf of itself and its affiliates (collectively, the “Company”). Each of Company and Customershall be referred to as “Party” andtogether the “Parties”. “Terrific”means either Terrific Innovation Ltd., Live Social CommerceCompany, or Terrific Europe, as specified in the relevant Sales Order.

Pleaseread the terms of this Agreement carefully in their entirety prior to the useof the Platform. This Agreement constitutes a legally binding agreement betweenthe Customer and the Company, and if Customer do not agree to all of the termsof this Agreement, the Customer must exit the Platform, and discontinue the useof the Platform or terminate any outstanding Sales Order in accordance with itsterms (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. TheCompany’s platform and technology (collectively, the “Platform”) provide certain services related to the marketing andsales of certain products of the Customer or as endorsed by the Customer,including goods, services, content and materials, or other consumer-facingexperiences (collectively, the “CustomerProducts”), inter alia, through a media delivery stack, by way of (i) interactivelivestream sessions (each, an “Event”), and (ii) recorded contentdisplayed via an interactivemedia player on a VOD (video-on-demand) basis (the “Player” and the “VOD Content”, respectively) (sub sections (i)-(ii) above, the “SocialCommerce Services”). The Social Commerce Services may be provided, interalia, through third party providers as elected by the Company from time to timeat its sole discretion, including but not limited to, real time communications,chat, content delivery networks, media processing, logging, and monitoringservice providers (collectively, “Third Party Providers”).

The Social Commerce Services underthis section, together with any additional services provided by the Company tothe Customer under any Sales Order, shall be defined herein as the “Services”. As part of the Services, theCompany may provide the Customer certain software development kits (SDKs), togetherwith related configuration and technical support services, and certainadditional professional services, all as detailed under the Sales Order, asapplicable.

1.2.   As ofthe Effective Date, the Company hereby grants the Customer a limited,revocable, non-exclusive, non-transferable, non-sub-licensable, and personallicense to use the Company’s Platform, for personal use only, including anyrevisions, releases, corrections, copies, modifications, derivatives,enhancements, updates and/or upgrades thereto (to the extent provided bythe Company to the Customer), in accordance with terms of this Agreement andsubject to them (the “License”).

1.3. Underthe Services, the Customer may generate through the Platform, from time totime, links (each, a “Link”) to alivestream page designated for the operation of a livestream event (each, an “Event”). Customer is solely responsiblefor the distribution of the Links and for the publication of the Events.

1.4. In theevent the Customer wishes to use the Platform and operate an event togetherwith a third party or while featuring a third party, the Customer must obtainthe Company’s prior written approval.

1.5. TheCompany will have the right to review and monitor all use of the Platform toensure compliance with the terms of the License and this Agreement.

1.6. Companymay update the functionality, user interface, usability and other userdocumentation, information relating to the Platform and all of its features,from time to time, in its sole discretion and in accordance with thisAgreement, as part of its ongoing mission to improve the Platform.

2. Registration

2.1. Underthe License, the Company shall provide the Customer with credentials to open anaccount for the use and access to the Platform (the “Account”).

2.2. Customerhereby represents and warrants that the Company has not disabled or terminatedany Account under Customer’s name in the past for any reason.

2.3. The passwordand user name of the Account, which, together with the email address associatedwith the Account (the “AccountInformation”), will constitute Customer’s identification information to loginto the Account. The Customer is solely responsible for maintaining theconfidentiality of the Account Information, and shall remain solely responsiblefor any activity on the Account and any activity that occurs as part of theCustomer’s access to the Platform. Customer may not allow any other third partyto use or access the Account and agree to use reasonable efforts to preventunauthorized access to the Platform and any device that Customer uses to accessthe Platform. The Company shall not be held liable for any loss that may occuras a result of the Customer’s sharingof the Account Information with anyone or any other access to such AccountInformation.

2.4. Customerundertakes to contact the Company promptly, and in any event, within 24 hours,if (i) Customer discover that any Account information is lost, stolen, ordisclosed to an unauthorized person; (ii) Customer reasonably believesthat the Account has been compromised, including any unauthorized access, use,or disclosure of Account information; or (iii) Customer discover any otherbreach 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; Customer’s Marketing Materials

3.1.  Customeris solely and fully responsible with respect to the Customer Products, includingwithout limitation, (i) the marketing, promotion, sale, distribution, broadcasting,streaming, licensing, delivery and supply of the Customer Products, including toclients or potential clients, which either participate in an Event, consume the VOD Content, or interact with the Player, asapplicable (each, an “End User”),(ii) the quantity and quality of the Customer Products; (iii) all intellectualproperty rights, broadcasting rights, licensing, and content clearances relatedto the Customer Products; (iv) any third party tags, SDKs, pixels, trackingcodes, or other third party services and features the Customer may utilize tointegrate with the Platform or with third party application programminginterfaces (APIs) (collectively, “Third Party Integration Tools”), and shall comply at all times withsuch Third PartyIntegration Tools’ applicable policies and terms of use; and (v) the Customer Productsand any use thereof, including their labelling, marking, content ratings, andpromotional materials, and Customer Products’ compliance of standard, shall atall times be in compliance as required under any applicable law. In any event,the Company shall not be responsible with respect to any Event, VOD Content, or Customer Product.

3.2. Without derogating from the generallyof the terms herein, Customer hereby acknowledges and undertakes to comply atall times with all applicable laws and regulations, either local or foreign,with respect to the marketing and sale of goods, including without limitation, theIsraeli Consumer Protection Law, 5741-1981, and the regulations promulgatedthereunder (collectively, the “Laws”).

3.3.  To the extent that the Customer shall provide the Company with any Customer’sMarketing Materials (as defined below) as part of, or as required to, perform the Services, then, the Customer herebyrepresents and warrants to the Company that: (i) the Customer is the owner of,or otherwise possesses all requisite rights and licenses to provide the Companywith the Customer’s Marketing Materials and to grant the Company the rights touse Customer’s Marketing Materials, including as set forth in Section ‎3.6 below; and(ii) the promotion, publication and use by or on behalf of the Company, of theCustomer’s Marketing Materials, or any portion thereof (whether embedded toother marketing materials of the Company, or otherwise used by the Company,including as set forth in Section ‎3.6 below),anywhere in the world, will not infringe any Intellectual Property Rights (asdefined below) or other rights whatsoever of any third party, nor give rise toany claim by any third party for payment or compensation pursuant to any legalright or entitlement anywhere in the world.

“Customer’sMarketing Materials” means, without limitation, any audio, video, data,text, messages, photographs, images and any other materials provided by theCustomer to the Company.

3.4.  Customerhereby further undertakes and agrees to inform the Company in writing withrespect to the requirements of the Laws applicable to the Customer or any Eventor VOD Content, and if required in order to comply with such requirements,Company may, but is not obligated to, make any adjustments to the Platform orthe Services (as applicable), to its sole discretion at the Customer’s expense.

3.5. The Customer hereby grants the Company a limited,non-exclusive, royalty free, worldwide and non-transferable right to use theCustomer Products’ name, logo, information, features and trademarks, on thePlatform (including without limitation, as part of the Links, Events, VOD Content, ortheir marketing, or otherwise in connection with the provision of Serviceshereunder).

3.6.  TheCustomer hereby further grants the Company the right to edit, modify,reproduce, or otherwise manipulate the Customer’s Marketing Materials and toindependently create new marketing materials for the Customer, as part of theServices, including by means of third parties’ AI Tools (as defined below) orother automated tools, all in accordance with Customer’s requests andspecifications from time to time, to be provided to the Company in writing. Forthe avoidance of doubt, any such content created, edited, or generated by theCompany using AI Tools shall be subject to the provisions of Section ‎9 below,and Customer hereby expressly authorizes the Company to transfer Customer’sMarketing Materials or other content provided by the Customer, to Third PartyAI Tools Providers (as defined below) for the purpose of this Section ‎3.6.

4.  Advertisement Slots

4.1.  As partof the License, the Customer may be entitled to sell such number of advertisingslots within the Player, as set forth under the Sales Order (“Ad Slots”)to third parties pre-approved in writing by the Company (each, an “Advertiser”).The Ad Slots may be placed either manually via the Platform’s configurationuser interface (UI) or automatically via the Advertiser’s advertisingtechnology stack, using integrations with demand-side platforms (DSPs) orsupply-side platforms (SSPs). In no event shall the Company be responsible withrespect to any Ad Slots or any Advertising Materials (as defined below), andthe Customer shall bear sole responsibility for any matter arising from orrelated to the Ad Slots or any Advertising Materials.

4.2.  Withoutderogating from any other provisions hereunder, the Customer hereby undertakesand agrees that any advertising, marketing and other types of materials advertisedunder the Ad Slots or otherwise related thereto (“Advertising Materials”) shall adhere to strict professionalstandards, and shall be in compliance with all applicable laws (including anylaws relating to the content and nature of any advertising or market), andshall otherwise comply with the terms of this Agreement.

Withoutderogating from the above, the Advertising Materials shall not: (a)   contain any content that is libelous,discriminatory, defamatory, obscene, illegal, misleading, sexually explicit,pornographic, obscene, indecent or violent, or that violates privacy rights, oris contrary to public policy, or otherwise unlawful, or that is, to theCompany’s sole discretion, otherwise unsuitable or harmful to the Company’s orit’s partners’ business reputation; (b) promote illegal activity, fraud, orprohibited goods or services; (c) promote or advertise the Company’scompetitors; (d) potentially confuse any third party; (e) infringe intellectualproperty rights of theCompany or any third party, damage goodwill, or promote copyright infringementor circumvention tools; (f) cause any website (or any parts or pages thereof)to open in a visitor’s browser other than as a result of the visitor clickingon banners or text links; (g) attempt to intercept or redirect online traffic,in any way; (h) use or include any malware; (i) violate the terms or policiesof search engines or third-party websites; or (j) promote companies or servicesinvolved with any of the above.

5.  User Obligations and Restrictions

5.1. Customeris solely responsible for its use and its End Users’ use of the Platform.

5.2. The Customer is solely responsible to obtain and maintain,at its expense, all necessary computer hardware, modems, connections to theinternet and other items required to access and use the Platform and theServices.

5.3. Withoutlimiting 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 anypart thereof or the Customer’s rights under the License; (iii) modify, display,disassemble, decompile, reverse engineer, revise, enhance, republish, createany derivative works, or otherwise merge or utilize all or any part of thePlatform, with or into any third party materials or components or attempt toaccess or discover the Platform’s source code; (iv) make any changes orinterfere in any way in the source code of the Platform, and upload anysoftware or application that may harm or cause damage to the Company, thePlatform or any other third party; (v) allow any other third party to use oraccess the Account and agree to use reasonable efforts to prevent unauthorizedaccess to or use of the Platform and any device that the Customer uses toaccess the Platform; (vi) use the Platform in any manner that is prohibited bylaw or not authorized by this Agreement, including, without limitation by accessingor using the Platform in violation of any export or import restrictions, lawsor 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 ordistribution of counterfeit software; (vii) contest Company’s IntellectualProperty Rights to Company’s IPR (each as defined below); (viii) interferewith or disrupt the integrity or performance of the Platform or Company’snetwork or the data contained therein or the use of other End Users; (ix)engage in “framing”, “mirroring”, or otherwise simulating the appearance orfunction of the Platform; or (x) Abuse the Platform in any way. “Abuse” shall mean and include any ofthe prohibited activity outlined in this Section ‎5.3,including without limitation, direct or indirect violation or bad activity inor through the Account, including copyright infringement, email spamming andnetwork scanning. The decision whether an Abuse occurred or not, shall residewith Company in its sole discretion. Upon a decision by Company that an Abusehas occurred, without derogating from any of the Company’s rights hereunder,Company shall issue a notice to the Customer to cease the Abuse immediately.

5.4. Customeracknowledges that without prejudice to any other right of the Company, theCompany shall have the right to (i) prevent the Customer from accessing thePlatform, (ii) report Customer’s behaviour patterns on the Platform to thirdparties, and (iii) take any other action that the Company may deem appropriateto protect its property and rights, as well as the rights of third parties.

6.  Consideration

6.1. Inconsideration for the License granted herein, for the use of and access to thePlatform and receipt of the Services, the Customer shall pay the Companycertain fees according to the sale order executed between the Company and theCustomer (“Sales Order”). Thepayment terms for the fees shall be set forth in the Sales Order.

6.2.  Unlessotherwise agreed in a specific Sales Order, the calculation of any fee payablehereunder, 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 accordancewith Section ‎12 below. All payments of the fee shallbe made at least 30 days priorto the then relevant Billing Period.

6.3. Allamounts paid or due to the Company shall be non-refundable,non-cancellable and non-creditable regardless of any termination of thisAgreement, for any reason. All payments shall be invoiced.

6.4. Interestin the amount of 1.5% per month will be charged on all late payments. Companyreserves the right to immediately suspend or terminate Customer’s use of thePlatform in the event of any delay in payment. Customer shall reimburse the Companyfor all reasonable costs and expenses incurred (including reasonable attorneys’fees) in collecting late payments pursuant to this Agreement.

6.5.  Customeris solely responsible for payment of any taxes resulting from this Agreement,including VAT, if applicable. All fees under this Agreement are presented asnet prices, and are exclusive of levies, duties, taxes, including withholdingtaxes, which shall be payable by Customer in addition to the fees owed toCompany.

7.  UsageReport; Audit Rights

7.1.  In theevent the Company has reasonable grounds to believe that any informationprovided by Customer in connection with any Transaction (as defined below) maybe inaccurate or incomplete, Company shall have the right, at any reasonabletime, and upon advance written notice to Customer, to review the books,records, and all other relevant documents related to any Transaction, at theplace where such records are retained, as reasonably necessary in order toverify the revenues generated by Customer from the Transactions and the Customer’scalculations with respect thereto. The cost of such audits shall be borne byCompany, provided, however, that in event such audit discloses a discrepancy of5% or more between the audit and the information provided by Customer, Customershall reimburse Company for such costs. For purpose hereof, “Transaction”shall mean any sale or other commercial transaction implemented by the Customerin connection with the Services, for which the Company is entitled to receive ashare of the revenues or other agreed payment.

7.2.  Subjectto the Company’s prior consent, at the end of each calendar month, the Company maysubmit to the Customer a written usage report for such calendar month,itemizing in reasonable detail list of all Events during such month, theduration of each Event, the number of participating End Users in such Event andthe usage time of each relevant End User.

8.  Intellectual Property

8.1. Notwithstandinganything to the contrary herein, the Platform, the Services, and any of theCompany’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 PropertyRights in any of the above, as well as any Feedback and all AI Process (each asdefined below) (collectively, “Company’sIPR”), are exclusively owned by Company or its licensors. Except for theLicense, and as expressly provided herein, no other rights or licenses whatsoever,expressed or implied, are granted by Company to Customer with respect to thePlatform, the Services or the Company’s IPR, and the Customer may only use thesame in accordance with this Agreement.

“IntellectualProperty Rights” means any and all worldwide intellectual property rights,whether registered or not, including, but not limited to: (a) patents, patentapplications and patent rights, know how, inventions, research and developmentactivities and discoveries; (b) rights associated with works of authorship,including copyrights, copyrights applications, copyrights restrictions, maskwork rights, mask work applications and mask work registrations; (c) rightsrelating to the protection of trade secrets and confidential information,including but not limited to confidential and proprietary informationconcerning the business and financial activities of Company, and anyinformation 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 anyother proprietary rights relating to intangible property; and(f) divisions, continuations, renewals, reissues and extensions of theforegoing (as applicable) now existing or hereafter filed, issued, or acquired.

8.2. Customershall 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 anypurpose other than for using the Platform pursuant to the terms herein. TheCustomer further undertakes not to exploit any of the Platform’s contentswithout the Company’s explicit, prior written permission.

8.3.  TheCustomer hereby grants the Company a limited, non-exclusive, royalty free, worldwide and non-transferableright to use the Customer’s name, logo, trademarks, User Content, on thePlatform (including as part of the Links, Events, VOD Content, or theirmarketing), or otherwise, in order to promote the Platform or the Company(including as part of the promotional and marketing materials of the Company).

8.4.  Anyfeedback provided by the Customer to Company regarding the Platform, its use orthe Services, or any suggested improvements, enhancements or derivativesthereto (“Feedback”) is welcome bythe Company. The Customer is not required to provide Feedback, however, to theextent it shall do so, such Feedback shall be solely owned by Company, andshall not, under any circumstance constitute Customer’s confidential orproprietary information. The Customer hereby acknowledges that Company may usesuch Feedback in any manner Company sees fit, without restrictions orlimitations, and without payment of any royalty or any other consideration.

9.  Artificial Intelligence

9.1.  As partof certain Services, the Company utilizes artificial intelligence andgenerative AI to provide Customer with certain features of the Services (“AITools” and “AI Services”, respectively). For the purposes of thissection, “Input” means any data, content or materials, including anyCustomer’s Marketing Materials or User Content, entered to AI Tools as part ofthe AI Services, to receive the Output; “Output” means any contentgenerated by AI Tools as part of the AI Services, based on the Input. Forclarity, the AI Tools and AI Services referenced in this Section ‎9 are used internally by the Companyas part of the provision of certain Services, and are not made directlyavailable to the Customer for independent use.

9.2.  Inputand Output are considered User Content hereunder.

9.3.  Third-partyAI providers.

(a)    Toprovide the AI Services, the Company may use AI Tools of third-party providersas part of such service (“Third Party AI Tools Providers”).

(b)    Customerhereby acknowledges and agrees that without derogating from the terms of thisAgreement, the use of the AI Services is subject to each Third Party AI ToolsProviders’ applicable terms of use and acceptable use policies, and furtheragrees to cooperate with requests from any Third Party AI Tools Provider tosupport compliance with its applicable policies.

(c)     Customerhereby acknowledges and agrees that any modification in services provided byany Third Party AI Tools Provider may impact, modify and in certain cases,cease the availability, functionality, outputs and performance of the AIServices.

(d)     Customerhereby agrees to sharing the Input with Third Party AI Tools Provider toprocess, edit, or generate the Output.

9.4.    Inrelation to the AI Services, Customer hereby undertakes to:

(a)       Reviewand evaluate all Outputs before their use. The nature of AI is that it maycontain inaccuracies, therefore, human intervention and review by Customer iscrucial. Customer is solely responsible for the final review and approval ofany content processed or generated as part of the AI Services.

(b)       Ensurethat the use of any content or product provided as part of the AI Services,complies with all applicable laws and regulations.

9.5.      Ascertain features of the AI Services are based on generative AI, the Output maynot be accurate, reliable, safe, beneficial, always available, or complete. TheAI Services are presented “as-is” without any warranty. The nature of AItechnology is such that it is difficult to fully control and predict outputs.The Company does not represent or warrant that the Output will meet Customer’sneeds or expectations, and disclaims all responsibility and liability for theaccuracy, completeness, relevancy, intellectual property compliance, legality,decency, quality, or any other aspect of such Output. Additionally, the Companyexpressly disclaims any liability for potential biases, errors,inconsistencies, or unintended consequences that may be present in the Output.The Output may not be unique to Customer, and different users may receiveOutput that is identical or similar to that presented to others.

9.6.      Customer’suse of the AI Services and of any Output are at Customer’s own risk, and theCompany shall not be liable for any decisions, actions, or consequencesresulting from Customer’s use of the AI Services or reliance on any Output by Customeror by any third party, including any biases, errors, alleged infringement of anyrights of any third party, or unintended consequences that may be present insuch Output. Further, as certain features of the AI Services are based ongenerative AI, the respective content or information provided as part of theServices may not be accurate, reliable, safe, always available, or complete.The Company does not conduct human review for such content or information, andCustomer is required to use good judgment prior to using such content orinformation.

9.7.      TheCompany shall have no obligation to notify the Customer each time it uses AI Toolsin connection with the Services.

10.  Representations And Warranties

Each Party hereby represents andwarrants that: (i) it has the full corporate right, power and authority toenter into this Agreement and to perform the acts required hereunder; (ii) theexecution of this Agreement and the performance of its obligations and dutieshereunder does not violate any agreement to which it is a party or by which itis otherwise bound; and (iii) when executed and delivered, the Agreement willconstitute the legal, valid and binding obligation of such Party, enforceableagainst such Party in accordance with its terms.

TheCustomer further represents and warrants that (i) it obtains all approvals,permits and licenses that may be required under any applicable laws andregulations for the operation of its business, and the use of the Platform(including any manner actually used or intended to be used), and that theCustomer will have all such approvals, permits and licenses at all times duringthe term of this Agreement; and (ii) the Customer’s use of the Platform shallbe in accordance with any and all applicable laws and regulations.

11.   User Content

11.1.  Certainfeatures of the Platform may permit streaming or uploading User Content,including during an Event.

“User Content” means, withoutlimitation, audio, video, data, text, messages, clients’ information, pricing,photographs, images and other types of works.

11.2.  TheCustomer hereby acknowledges and accepts that the Company shall receive andcollect the information, including part of the User Content, either through thefeatures embedded in the Platform, or directly or indirectly via the Company’saccess to a third party software, including the Third Party Providers.

11.3.  TheCustomer 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,and to exercise the Company’s rights and obligations under this Agreement, orotherwise in connection thereto.

11.4.  TheCustomer hereby undertakes, that under the Services, Company shall receive andcollect, and thereafter may provide the Customer updates with regards, certaindata and information with respect to any Event, VOD Content or the Player, suchinformation shall include, but is not limited to, information regarding (i) theEnd Users that participated in an Event, consumed the VOD Content or interactedwith the Player, (ii) the purchases of the Customer Products made by such EndUsers through the Platform or otherwise, and their respective contactinformation and payment details (if any), and (iii) other insight and analysis(if any) with respect thereto.

11.5.  Withoutderogating from the provisions of Section ‎3.2, the Customer hereby undertakesthat: (i) the User Content will not violate or infringe any law (including, butnot limited to, those governing export control, consumer protection, unfair competition,anti-discrimination, or false advertising, whether foreignor domestic), or any third party’s Intellectual Property Rights; (ii) the UserContent will not be malicious, harassing or pornographic nor will it promoteracism, bigotry, hatred or physical harm of any kind against any group orindividual; (iii) the User Content does not incorporate materials from athird-party website, addresses, email addresses, contact information, or phonenumbers (other than of the Customer’s or that the Customer otherwise have theright to provide); and (iv) the User Content does not contain any viruses,worms, spyware, adware, or other potentially damaging programs or files, nordoes it contain or constitute any unsolicited or unauthorized advertising,promotional materials, junk mail, spam, chain letters, pyramid schemes, or anyother form of solicitation.

11.6.  TheCustomer further acknowledges and accepts that: (i) the Company may, but is notobligated to, edit, pre-screen or monitor User Content or monitor the Platformwhere User Content may be submitted. Company may remove at any time or refuseany User Content for any reason; (ii) the Company does not warrant that anyUser Content, or any results of processing the User Content, will never beaccessible by others; and (iii) the Company may disclose any User Content oractivity to any other third party if Company believes that disclosure isreasonably necessary to comply with any law, regulation, legal process orgovernment request. The Company is not obligated to inform the Customer of anyof such disclosures.

11.7.  TheCustomer hereby undertakes that it has a right to provide the User Content. TheUser Content is and shall remain in the ownership of the Customer or the EndUser (as applicable), and the Customer is solely responsible for the UserContent. The Company will not be in any way responsible or liable for UserContent.

11.8.  ThePlatform may provide a feature which uses recordings of individualconversations. The laws with respect to the requirements of such recordedconversations are different in each jurisdiction. Customer hereby acknowledgesand agrees that it is solely responsible to comply with all requirements underapplicable laws, including the obligations to receive permissions, sendingnotices or other obligated actions, from or to, the relevant parties.

11.9.  To thefullest extent permitted by law, Company shall not be responsible for anyaccess 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 thirdparties.

11.10.   Companyshall have the right to collect and analyse data and other information relatingto the engagement hereunder, including the provision, use and performance, bythe Customer or by others, of the Services and the various aspects of thePlatform and related systems and technologies (“Usage Data”). The Services embedded in the Platform may beimplemented by the Company using machine learning and artificial intelligencesystems, with features and implementations designed to generate statistics,calibrate data models, and improve algorithms in the course of processing UserContent and Usage Data (collectively, “AIProcess”). The Company has the right to use such AI Process for testing, tuning, optimizing,validating, or otherwise enhancing the analytics, models, or algorithmsunderlying the Services and the Platform. The Customer shall not have anyrights in or to any part of the Services, the Platform or the AI Process generated by the Company, including inthe course of providing the Services.

12.   Term

12.1.  ThisAgreement is effective on the Effective Date and shall continue until such timeas the Customer continues to have access to and use of the Platform, inaccordance with the terms herein, or the terms of any Sales Order.

12.2.   Customer’s failure to provide a termination notice (ifapplicable) will render the Customer liable for payment of fees incurred duringthe subsequent Billing Period.

12.3.  Notwithstandingthe above, the Company may terminate this Agreement with a 7 daysprior written notice to the Customer in the event of Customer’s failure tocomply with any of its obligations hereunder, or immediately and without noticein the following events: (a) if Customer’s attempts to transfer or assign anyof its rights, liabilities or obligations under this Agreement contrary to theprovisions thereof; (b) non-payment of the applicable fees by the Customer; (c)violation of any of the restrictions set forth in Sections ‎5 or ‎8 of this Agreement; (d) companybelieves it is necessary to do so to comply with applicable law; or (e)Customer’s becomes insolvent, makes a general assignment for the benefit ofcreditors, becomes a party to a voluntary or involuntary bankruptcy, suffers orpermits the appointment of a receiver for its business or assets, or becomessubject to any proceedings under any bankruptcy or insolvency law, whetherdomestic or foreign, or has wound up or liquidated, voluntarily or otherwise;or (f) a Force Majeure Event (as defined below) occurs which materially affectsCompany’s ability to provide the Platform.

12.4.   TheCompany may cancel the License and terminate the Customer’s access to thePlatform, or terminate this Agreement or any Sales Order, for convenience, byproviding the Customer with written advance notice of at least 30 days. In the event of terminationin accordance with this Section ‎12.4, theCustomer shall be entitled to a pro rata payment of the applicable fees actually paid by Customer forthe applicable Billing Period.

12.5.  Upon terminationof the Agreement: (i) Customer shall immediately pay all due fees and payments,regardless of the due date of payment under this Agreement, (ii) Customershall cease use of the Platform and immediately return to the Company allConfidential Information and Company’s IPR, in any media and form, and shallerase all copies of the Platform, and (iii) Company shall be entitled toterminate or disable the Account. Notwithstanding the termination or expirationof this Agreement, Sections ‎3 (Customer’s Products; Customer’sMarketing Materials), ‎8 (Intellectual Property), ‎11 (User Content), ‎13 (Data), ‎14 (Confidentiality), ‎16 (Disclaimer of Warranties), ‎17 (Limitationof Liability), ‎18 (Indemnification) and ‎19(General) shall survive and remain in effect in perpetuity.

13.   Data

13.1.  TheCustomer 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 anyway, including without limitation by accessing the Platform or using theServices, or that the Company shall collect in connection with the Customer’sEnd User’s engagement with it (collectively, “Data”), for the purpose of providing the Services under thisAgreement. Any Data that entered or uploaded into the Platform by any thirdparty, including any End User, is and will remain owned by such third party.

13.2.  TheCustomer acknowledges and agrees that the Company may collect, create, process,transmit, store, use, and disclose aggregated and de-identified data derivedfrom Data or the use of the Platform (“AggregatedData”), for Company’s business purposes, including for AI Process, and fortraining, industry analysis, benchmarking, and analytics. All Aggregated Datawill be in an aggregated or de-identified form only. The Company shall havesole ownership, title and interest in and to the Aggregated Data, and nothingin this Agreement gives the Customer any rights in or to any part of theAggregated Data.

13.3.  TheCustomer is solely responsible for (a) Data as entered into, supplied,accessed, or used by the Customer or its End Users, and (b) complying with anyprivacy and data protection laws and regulations applicable to Data or theCustomer’s and its End Users’ use of the Platform and Services. The Customer representsand warrants that it have obtained, and will maintain all rights, consents, andauthorizations required to grant the Company the rights and licenses set forthherein and to enable the Company to exercise its rights under the same withoutviolation or infringement of the rights of any third party.

13.4.  Withoutderogating from the generality of the above, the Customer hereby undertakes toobtain all required consent from the individuals that their personal data isprovided under this Agreement or otherwise with respect to the use of thePlatform, and comply with all applicable privacy laws, in order to allow theCompany to process the individuals’ personal data in accordance with thisAgreement pursuant to any applicable privacy law.

14.  Confidentiality

14.1.  EachParty (“Recipient”) shall keepconfidential and shall not disclose to any third party (other than to itsemployees, affiliates and advisors having a need to know to perform Recipient’sobligations hereunder, which are bound by a confidentiality undertaking withRecipient on terms no less restrictive than as contained herein), anyConfidential Information which it has acquired from the other Party (“Discloser”) and shall only use suchConfidential Information in connection with exercising its rights andperforming its obligations under this Agreement. All right, title and interestin and to the Confidential Information disclosed or transferred by Disclosershall remain the property of Discloser. The confidentiality obligations hereundershall continue for a period of five years after termination of this Agreement;provided, however, that the confidentiality obligations with respect to anyConfidential Information that constitutes a trade secret shall continueperpetually after termination of this Agreement.

“Confidential Information” means anyknow-how, any trade or business secrets, any commercial, financial, business,technical or other confidential information of whatever nature relating to theDiscloser’s business (whether written, oral or in electronic or other form, andwhether marked or unmarked as confidential) or of clear confidential nature,including, with respect to the Company, the Platform and all of Company’s IPRincorporated therein. In addition, the terms of this Agreement, includingwithout limitation, the consideration hereunder, are also consideredConfidential Information of the Company. Confidential Information shall notinclude information that: (i) is or becomes publicly known other than throughany act or omission of the Recipient; (ii) was in the Recipient’s lawfulpossession before the disclosure, as evidenced by the Recipient; or (iii) islawfully disclosed to the Recipient by a third party without restriction ondisclosure, as evidenced by the Recipient.

14.2.  IfRecipient is required to disclose Confidential Information by law, by any courtof competent jurisdiction or by any regulatory or administrative body,Recipient (unless prohibited from doing so) shall promptly give Discloser priornotice so that Discloser may contest the disclosure or obtain a protectiveorder with respect thereto. Recipient shall only disclose that portion of theConfidential Information that Recipient is legally obligated to disclose.

15.  Service Level

TheCompany warrants that during the Customer’s use of the Platform, the Platformwill perform in substantial compliance with this Agreement, provided that it isused on the computer hardware and with the operating system for which it wasdesigned. The Company’s service commitments do not include downtime to extentresulting from previously scheduled maintenance and events beyond the Company’sreasonable control, including, but not limited to, any down time caused by (a)outages to any public internet backbones, networks or servers; (b) any failuresof Customer’s system, equipment, etc.; or (c) acts of God. Company shallprovide reasonable technical support. Company shall make efforts to respond toany 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 noncompliancewith this Section ‎15, shall be to terminate thisAgreement. Such termination does not affect payments of any fees due withregards to any use of the Platform prior to termination.

16.  Disclaimer Of Warranties

16.1.  Exceptfor the express representations and warranties stated herein, the Platform andthe Services are provided “as-is”, “as-available” and “with all faults” basis,and the Company makes no other warranties, and explicitly disclaims any otherwarranties of any kind, either express or implied, including but not limited towarranties of merchantability, fitness for a particular purpose ornon-infringement. Company does not have any obligation to monitor the use ofthe Platform and it is not responsible for the availability, accuracy,applicability or legality of any information, data or domain. Further, andwithout 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 becorrected, including without limitation, with respect to any pricing of, andother information relating to, the Customer Products displayed or offered aspart 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 Platformby any third party; (iii) the operation of the Platform will be uninterruptedor that it will be able to be used at any time; (iv) the Platform and theServices will meet the Customer’s requirements or expectations, includingwithout limitation, in connection with an increase or other impact on theCustomer’s sales, ratings and performance, as applicable (if any); or (v) anythird party integrations the Customer might implement or connect to thePlatform will function properly or be compatible with the Platform. Companyshall not be responsible for unauthorized access to or alteration to thePlatform and will not be liable for any damages or loss incurred to theCustomer or any End User, or any other third party as a result or in connectionwith the use of the Platform or otherwise in relation with the provision of theServices, or reliance on the Platform or any information derived through thePlatform. In addition, Company shall not be responsible or liable forunauthorized access to Customer’s systems or for the use of the Platform by theCustomer.

16.2.  Companyis not responsible for any problems or technical malfunction of any telephoneor network lines, computer online systems, servers or providers, hardware,software, failure due to technical problems or traffic congestion on theinternet (or inaccessibility of the internet) or incompatibility between thePlatform and the Customer’s browser and/or other equipment. Without derogatingfrom the above, the Company does not assume any responsibility or risk for theCustomer’s use of the internet.

17.   Limitation Of Liability

17.1.  TO THEEXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY BE LIABLE TO THE OTHER PARTYOR 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 THEORYOF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE ANDSTRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE COMPANY’S MAXIMUM AGGREGATELIABILITY UNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER INCONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LOWER OF: (I) THE TOTAL AMOUNT OFFEES ACTUALLY PAID BY THE CUSTOMER TO COMPANY WITH RESPECT TO THE RELEVANT SERVICESUNDER WHICH SUCH LIABILITY SHALL ARISE, OR (II) TOTAL AMOUNT OF FEES ACTUALLYPAID BY THE CUSTOMER TO COMPANY IN THE 6 MONTHS PERIOD PRECEDING THE EVENTUNDER WHICH SUCH LIABILITY SHALL ARISE.

17.2.  Thelimitations contained in this Section ‎17 ‎are considered reasonable by the Parties havingregards to the circumstances which are known to or in the contemplation of the Parties at the date of thisAgreement, and the availability of insurance to the Parties.

18.  Indemnification

Withoutderogating from any other remedy available to the Company under applicable lawor agreement, the Customer hereby agrees to indemnify and hold Company harmlessfrom any and all damages, liabilities, costs, losses or expenses arising out ofany claim, demand, or action (“Claim”)by a third party (including reasonable attorney fees), arising from or inconnection with (i) the Customer’s or any of its End User’s access or use ofthe Platform, or any such use by a third party authorized to do so by theCustomer, including any Advertiser, (ii) Customer’s breach of any of itsresponsibilities or obligations, or representations and warranties under thisAgreement, (iii) the Customer Products, or any Event or VOD Content, (iv) Customer’suse of any Third Party Integration Tools, or (v) the Company’s use of theUser Content, the Customer’s Marketing Materials, any Ad Slots or Advertising Materials,or other data obtained by Company from the Customer or its End Users whichallegedly infringes third party’s rights or violates any law. The Customershall bear sole responsibility for its decisions made relying on the content ofthe Platform. The Company shall notify the Customer in writing of the Claim andshall make commercially reasonable efforts to provide the Customer withreasonable assistance and information.

19.  General

19.1.  TheCompany shall not be liable for any failure to perform any of its obligationshereunder 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 authoritiesactions, acts of terrorism, earthquakes, power outages, internet or othertechnology failures, pandemic or epidemic (“Force Majeure Event”).

19.2.  TheCompany may, at its sole discretion, amend, modify, or discontinue, from timeto time, any of the Services provided under the Platform and/or introduce newservices. The Company shall not be liable for any loss suffered by the Customerresulting from any such changes made and the Customer shall have no claimsagainst the Company in such regard.

19.3.   This Agreement, together with any Sales Order (if any),contains the entire understanding of the Parties with respect to the subjectmatter hereof and supersedes all prior agreements between the Parties. In theevent of any contradiction between the explicit provisions of this Agreementand the provisions of the Sales Order, the provisions of the Sales Order shallprevail. Any term notdefined within the Sales Order shall have the meaning ascribed thereto in thisAgreement.

19.4.  Forclarity, the Parties specifically agree that this Agreement supersedes andrenders void any contrary terms and conditions contained in a sales order,sales acknowledgment or other instrument, agreement or document unless suchorder, acknowledgment, instrument, agreement or document is (i) an updatedversion of this Agreement; or (ii) entered into after the Effective Date byboth Parties hereto and expressly references this Agreement. Any reference tothe Agreement herein, shall include the Sales Order (if any) and the terms andconditions thereunder.

19.5.  For thepurposes of this Agreement, the Parties will at all times be independentcontractors with no right to bind or obligate the other in any mannerwhatsoever. The transmission of information to or from the Platform does notcreate between the Parties any relationship that deviates from those specifiedin this Agreement.

19.6.  TheCustomer may not transfer or assign any of its rights or obligations under thisAgreement to any third party without Company’s prior written approval, otherthan in the event of a merger, acquisition, corporate reorganization, or saleof all or substantially all of the stock or asset. The Company may assign itsrights or obligations under this Agreement at any time. The Company may, at itssole discretion, amend the terms and conditions of this Agreement from time totime.

19.7.  Allnotices will be made in writing and given by personal delivery, overnightcourier, facsimile, email or other means of transmission or by certified orregistered mail to contact information mentioned above or the last contactinformation provided by a party following the Effective Date.

19.8.  Thefailure of either Party at any time to require performance by the other of anyprovision herein will not affect the right of such Party to require performanceat any time thereafter, nor will the failure of either Party to take actionregarding a breach of any provision hereof be taken or held to be a waiver ofthe provision itself.

19.9.  Anyprovision of this Agreement which is determined to be prohibited orunenforceable by a court of competent jurisdiction will be ineffective only tothe extent of such prohibition or unenforceability and will be severed withoutinvalidating the remaining provisions hereof or otherwise affecting thevalidity or enforceability of such provision. The headings used herein are forthe convenience of the Parties only and will not affect the interpretation ofthis Agreement.

19.10.   ThisAgreement shall be governed by the laws of the State of Israel, withoutreference to its principles of conflict of laws to the extent they wouldrequire the application of the law of another jurisdiction. The Parties eachconsent to the exclusive jurisdiction of the courts of Tel-Aviv, Israel, andwaive 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 inthe event of an actual or threatened breach.