Terms of Use

Taboola.com Ltd. App Developer Start Magazine Agreement

This App Developer Start Magazine Agreement (“Agreement”) is legally binding and an enforceable agreement and terms of use between Taboola.com Ltd. (“Taboola”, “we”, “us” or “our”) and you, as a developer of applications (“you” or “your”). Note our Privacy Policy (at: https://celltick-the-start-magazine.gitbook.io/the-start-magazine/privacy-policy) (“Privacy Policy”) which is incorporated hereto by reference.

If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you are authorized to bind such legal entity to the terms and conditions of this Agreement, and the terms used to describe you under this Agreement shall apply to the legal entity. If you are not authorized by the legal entity which you represent to bind it, you may not agree to the terms and conditions herein and do not use Taboola’s content (Feed, API and/or SDK).

You may not use Taboola’s content if: (a) you are our direct competitor, except with our prior written consent; or (b) you accept this Agreement for analyzing and testing its availability, performance or functionality, or for any other competitive purposes.

BY CLICKING “SIGN UP” (OR OTHER SIMILAR LANGUAGE) OR BY USING TABOOLA’S CONTENT, YOU ARE CONSENTING TO THIS AGREEMENT, AND YOU CONFIRM THE COMPLETE CORRECTNESS OF THE REPRESENTATIONS AND WARRANTIES IN THE PARAGRAPH ABOVE.

Taboola reserves the right to modify, discontinue or terminate the content and the content platform or part thereof, or modify this Agreement at any time, without prior notice. Any update of this Agreement will be posted on our site at https://www.thestartmagazine.com/developers. It is your responsibility to review the Agreement from time to time to check for updates. If you do not accept and/or approve any change or changes to the Agreement at any time, your sole recourse is to cease using of our content.

When you register to the use of our content platform, we will provide you with a username and password, to enable you to access your account (“Account”). We do, however, reserve the right to reject your registration for any reason or without a reason at all, at our sole and complete discretion. In connection thereto, you agree: (a) to keep your password secure and confidential; (b) not to permit others to use your Account; (c) not to transfer or assign your Account’s password to a third party. You are solely responsible for actions taken in your Account, and we will not be liable for any loss or damage arising from any unauthorized use of your Account or any other breach of security relating to the Account. On becoming aware of any unauthorized use and/or breach of your Account, you should immediately notify us.

1. Definitions. The following capitalized terms shall have the following meaning:

1. "Feed" Taboola content contextual and personalized feed (URL) that when implemented on your Platform, shall manage the delivery and display of Start Magazine i.e. the requested content and ads;

2. "API" Taboola's API and associated protocols that when implemented on your Platform shall manage the delivery of the Start Magazine;

3. "Ad(s)" advertisement in the form of text-based, graphical, interactive, rich media and video, or other digital advertisements;

4. "Claims" claims, suits, demands and actions brought or tendered for defense or indemnification;

5. "Content" graphical, textual and/or auditory content (including text, data, information, photos, images and graphics, audio, video or other content) and Ads;

6. "Confidential Information" non-public information of Taboola, regardless of the manner in which it is furnished, and which, given the totality of the circumstances, a reasonable person or entity does or should have reason to believe is proprietary or confidential;

7. "Fraudulent Activity" initiating or using Content that: (i) violates applicable laws or regulations; (ii) violates this Agreement; (iii) is hacking or phreaking; (iv) contains any viruses, worms, Trojan horses, or any other computer code, files or programs designed to interrupt, hijack, malware, spyware, spam- ware, destroy, limit or adversely affect the functionality of any computer software, mobile device, hardware, network or telecommunications equipment; (v) encouraging or incentivizing Users to visit, click or use Content for the purpose of generating views, actions or revenues in an illegal manner, or artificially inflating views, actions or revenues; (vi) uses or employs any misleading, fraudulent or inappropriate practices that may deceive Users (including, but not limited to, mimicking User device’s or operating system’s notifications or warnings, providing unproven or misleading endorsement or making false or misleading claims about the state of the User’s system); and (vii) using or employing any automated means or non-human audience (such as bots) for the purpose of generating views, actions or revenues;

8. "Intellectual Property Rights" all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and reinstatements thereof, now or hereafter in force and effect worldwide;

9. "Losses" damages, losses, costs, and liabilities, including reasonable attorney and professional fees, arising from a Claim;

10. "your Content" Content, which is not the Start Magazine and/or Content displayed therein, that is published on your Platform;

11. "your Platform" your proprietary owned app and/or licensed technology, indicated on your Account, which, inter alia, is used by you to publish Content on mobile devices;

12. "Prohibited Activity" means Fraudulent Activity and any activity or use of Content that encourages conduct that is or may be deemed as: (i) a criminal offense or could give rise to civil liability, or violates any applicable law, regulation or order of any court or tribunal; (ii) adversely affecting public or private infrastructure or equipment; (iii) infringing upon any third party right, including, intellectual property rights, privacy rights or moral rights; and (iv) using, endorsing or promoting Content which may be reasonably deemed as adult content, vulgar, sexually explicit, obscene, profane, racist, offensive, harassing, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory activity, promoting illegal drugs or arms trafficking, counterfeiting money, violating export control laws, misleading or deceptive material, or any type of malware or spyware;

13. "SDK" a software development kit licensed by Taboola to you for the purpose of providing the Users access to the Start Magazine, embedded on your Platform;

14. "Start Magazine" a certain magazine format Content made available by Taboola to you for publishing on your Platform, but specifically excluding your Content;

15. "Users" means your Platform users.

2. Our Responsibilities

Subject to the terms and conditions herein, we will make our Feed, API and/or SDK available to you, and other set in this Agreement. We use industry standard data security measures to maintain the security and confidentiality of the data and information that is part of your Account, but we cannot guarantee that storage of any data relating to you, your Platform and/or your Users will be secured at all times, and we will not be responsible for unauthorized access to or alteration to your and/or any other person’s data or information from or in connection with your Platform and/or your Account.

3. License Terms

1. During the Term, you are granted a limited, revocable, non-exclusive, non-assignable, non-transferable, non- sublicensable license, for the limited purpose of enabling Users to access the Start Magazine embedded in your Platform, provided that the Start Magazine is place on your Platform in a mutually agreed location. Your use of our Feed, API and/or SDK shall be in accordance with the Feed, API and/or SDK implementation guidelines provided by Taboola from time to time;

2. During the Term, you are granted a limited, non-exclusive, royalty- free license to use and display our trademarks, service marks and logos (collectively, “Marks”), within your Platform and strictly in accordance with the obligations and rights hereunder. All goodwill arising out of your use of any of the Marks shall inure solely to our benefit;

3. We retain all right, title and interest in and to the Feed, API, SDK, Marks, Start Magazine and Ad(s) made available through your Platform, including all Intellectual Property Rights therein and in and to the User data, which shall be used in accordance with Taboola Magazine privacy policy, available at: https://celltick-the-start-magazine.gitbook.io/the-start-magazine/privacy- policy, as may be amended from time to time; and you retain all right, title and interest in and to your Platform and your Content, including all Intellectual Property Rights therein;
4. The licenses granted under this Agreement are specifically set forth herein; there are no other express and/or implied rights or licenses, and without limiting the foregoing, you acknowledge that the SDK and/or API, and any part thereof, is commercially valuable and proprietary to Taboola, and you undertake not to: (i) reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the SDK and/or API's source code, or part thereof; (ii) modify, revise, enhance, or alter the SDK and/or API; and (e) copy or allow copies of the SDK and/or API to be made.

4. Monetization

1. During the Term, you will be paid 50% of the Net Revenue generated by your Users who access and view the content via your Platform (“your Share”). “Net Revenue” means the total revenue attributed to Content within the Start Magazine accessed via your Platform, like Ads and sponsored content, actually collected by Taboola, less charge backs, refunds and taxes. Net Revenue shall not include revenue generated as a result of a direct and/or indirect breach of Section 5.

2. We shall have no obligation to pay you your Share from amounts generated as a result of: (a) your breach of any of the terms and conditions of the Agreement; and/or (b) your breach of applicable laws, rules and/or regulations and/or Prohibited Activity. We may withhold and/or offset (as we deem appropriate) the relevant portion of your Share due to you or any portion of any of your Share previously paid to you in respect of any matter under subsection (a) and (b) of this section.

3. Calculations of your Share shall be based solely on our tracking and reporting platform. Payment of your Share shall be within 60 days after the end of each calendar month, in U.S. Dollars. You agree that our failure to remit payment which is cured within 10 business days after the due date, and provided that we received a written notice from you to this effect, shall not be considered a breach of our payment obligations. We shall not be required to pay you until your Share is at least US$ 50. Such amount shall accumulate until payment due to you exceeds said amount.

4. Your Account includes a dashboard that will enable you to view your then current estimated share of the Net Revenue (“Dashboard”). The Dashboard is provided to you for convenience only. We are not liable for any unavailability or inaccuracy, temporary or otherwise, of the Dashboard. You agree that the manner in which the Dashboard reports are generated (“Reports”), and the manner in which your Share is calculated and presented therein, may be modified and/or altered by us at any time without prior notice. The Reports shall be considered a part of our Confidential Information.

5. If you dispute the calculation of your Share, you will be required to provide us with a written notice (e-mail notice to suffice) specifying the reasons for the dispute in sufficient detail (“Dispute Notice”), by no later than 7 days of delivery of the calculations to you. If such Dispute Notice is not delivered within the applicable timeframe, such calculations shall be deemed conclusive.

6. You shall bear all taxes, including, such as VAT, service tax, or other taxes imposed on you by any governmental authority with respect to your Share. If your Share is subject to withholding of income taxes or similar deductions, to the extent required by applicable law, we shall withhold such tax in accordance with a certificate of withholding provided by you, or in the absence thereof, in accordance with applicable law. You agree to refund us any portion of your Share that was paid to you and is subject to chargeback or other fees we may have paid following remittance of your Share to you.

5. Your Representations; Warranties and Obligations

1. You represent and warrant that: (a) all corporate authorizations and/or consents required in order to enter this Agreement and to bind you to the terms hereof have been duly obtained; (b) the execution, performance and delivery of this Agreement will not constitute a breach or default of or otherwise violate any agreement to which you are a party ; (c) you will not make any representations, warranties and/or guarantees with respect to the Feed, API and/or SDK and/or about us, nor will you bind us to any agreement; (d) your Platform, including your Content therein, and any trademarks and/or Intellectual Property Rights therein, is wholly owned by you and/or is validly and lawfully licensed to you, and does not infringe or violate any right of any person, including Intellectual Property Rights, and contains a privacy policy that is consistent with and not contrary to the terms of our Privacy Policy; (e) you are of legal age according to the laws, rules and/or regulations applicable to you and of the country in which you reside or from which you access the Feed, API and/or SDK, and in any event you are not under the age of 13; (f) will only provide us with accurate information in connection with your use of the Feed, API and/or SDK; (g) you will not use or employ any form of mass unsolicited electronic mailings, newsgroup postings, IRC postings, adware, spyware, malware marketing or any other form of “spamming” as a means of promoting Content and/or the

   Start Magazine, or for the purpose of generating traffic, and you acknowledge and agree that we have the right to immediately, and without notice, terminate the Agreement, if we, in our sole and absolute discretion, conclude that you have engaged in any form of “spamming” as stated above. Any electronic transmissions by you must be made in compliance with the CAN-SPAM Act of 2003 (“CAN-SPAM”) and all laws, rules and regulations applicable to the territory in which you operate.

2. To the extent required by applicable law and/or industry best practices, you will include terms of service and privacy policy (“your Terms”) within your Platform that accurately and adequately describes your practices with respect to the functionality of your Platform and how you (or any third party on your behalf access, collect, use, store, and disclose data collected from Users and you shall obtain all consents necessary from Users approving such access, collection, use, storage and disclosure, in full compliance with applicable law and/or industry best practice, and as and when required by such applicable law and/or custom industry best practice. You shall advise the User that the Google Advertising ID is being used, and shall respect the User's selection and refrain from by-passing any opt-out selected by the User in this regard.

6. Term And Termination

1. This Agreement will continue perpetually unless terminated as set forth herein below (“Term”). Either party may terminate this Agreement immediately prior written notice, for any reason without liability. We may also terminate this Agreement immediately, if you: (i) breach any of your obligations, representations and/or warranties herein contained and do not cure such breach within five (5) days of receipt of written notice thereof, or (ii) become insolvent or make any assignment for the benefit of creditors, or have any petition under bankruptcy, insolvency or administration law filed against you, or have a trustee, administrator or receiver appointed for a material portion of your business or assets. If you become subject to any of the foregoing events you will immediately provide us with written notification thereof. We may immediately block your access to your Account, temporarily or permanently, suspend your Account or terminate this Agreement, withhold any payment due hereunder to the extent determined by us in addition to any other remedies that may be available to us under this Agreement, if you engage in any acts prohibited by this Agreement.

2. Upon the termination of this Agreement, for any reason: (a) all your rights and licenses granted herein shall terminate immediately; (b) your right to use Feed, API and/or the SDK and any related services and/or any part thereof, will terminate and, if integrated with your Platform, you must promptly remove and delete the Feed, API and/or the SDK from your Platform and systems and destroy all copies of the SDK and/or the API, as applicable; (c) your access to the your Account will be blocked; (d) you shall promptly return or destroy our Confidential Information. The following sections shall survive the expiration or termination of this Agreement for any reason: 1, 3(c) through (e), 4.5, 4.6, 5, 6.2, 7.2, 8, 9 and 10.

7. Our Warranties and Liability

1. The Feed, API and/or the SDK and any services provided to you by us under this Agreement are provided on an “AS-IS” basis. Except as expressly provided in this Agreement, we make no other warranty of any kind, express, implied, statutory or otherwise, including without limitation, warranties of merchantability, fitness for a particular use or non- infringement or those arising in the course of or connected to the performance hereunder, and we disclaim any such warranties. Furthermore, we do not represent or warrant that: (a) the Feed, API and/or the SDK and any services provided to you under this Agreement, or any part thereof, will be uninterrupted, error free, free of viruses, worms, or any other harmful components or program limitations or non-infringement; or that (b) you will profit or derive any economic benefit from your use of the Feed, API and/or the SDK and any services provided to you under this Agreement. In jurisdictions which do not allow the exclusion of certain warranties, one or more of the above exclusions may not apply.

2. IN NO EVENT WILL TABOOLA AND/OR OUR SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNEES (COLLECTIVELY, THE “TABOOLA GROUP”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUES AND ANY DAMAGES FOR THE USE OR INABILITY TO USE OUR FEED, API AND/OR SDK AND/OR ANY SERVICES WE PROVIDE YOU UNDER THIS AGREEMENT AND/OR IN CONNECTION THEREWITH, LOST DATA, LOST PROFITS, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE FEED, API AND/OR SDK, UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT THE TABOOLA GROUP WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT SHALL THE TABOOLA GROUPS’ AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED US$1,000. THE USE OF THE FEED, THE API AND/OR SDK AND/OR ANY SERVICE OFFERED BY US UNDER THIS AGREEMENT AND/OR IN CONNECTION THEREWITH IS ENTIRELY AT YOUR OWN RISK.

8. Indemnification

You shall defend, indemnify and hold harmless the Taboola Group from and against any and all Claims threatened, asserted or filed, brought or made by any person against the Taboola Group arising from: (a) your use of the Taboola Feed, API and/or SDK and/or any services provided to you by Taboola under this Agreement; (b) your breach or alleged breach of any warranty, representation or obligation made by you under this Agreement; (c) your violation of any person’s rights, including Users’ right of privacy or data protection; and (d) Users’ use of your Platform.

9. Confidentiality

During the Term and thereafter, you agree that you shall not disclose or use the Confidential Information without our prior written consent. You agree to take reasonable steps, at least substantially equivalent to the steps you take to protect your own Confidential Information, during the Term and for a period of 7 years thereafter to prevent the disclosure of the Confidential Information other than to your employees, who must have access to such Confidential Information to perform your obligations or exercise your rights hereunder.

10. Miscellaneous

1. This Agreement will be governed by the laws of England and Wales without regard to conflict of law provisions. Both parties agree to submit to exclusive jurisdiction in England, and the exclusive venue in the courts of London, England with respect to any disputes arising hereunder;

2. The parties are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency or other relationship between the parties;

3. No failure or forbearance by a party to enforce any of its rights under this Agreement or insist upon performance of the other party’s obligations under this Agreement will be deemed a waiver of such rights or obligations to any extent, and no waiver by either party of any default or breach of the Agreement will constitute a waiver of any other or subsequent default or breach;

4. This Agreement may be amended, modified or superseded, only by a written instrument signed by the parties hereto;

5. All notices required or permitted under this Agreement shall be in English and in writing. Notices shall be delivered as follows: (a) to us – by e-mail, registered or certified mail (postage prepaid) or by overnight courier service, at the address set forth on the Taboola Internet site, and (b) to you - by e-mail to address associated with your Account. A notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon verification of receipt via e-mail, (iii) within one (1) business day of being sent by overnight courier, or (iv) within 3 business days of being sent by registered or certified mail. For purposes of the foregoing, you agree that we may rely upon the e-mail address you provided as part of your Account and that we will not be responsible for delays in the delivery of e-mails which delays are not associated with your mail server.

If you have any questions (or comments) concerning the Agreement, please contact us at: [e-mail]

Version 1.0

Created May 28, 2019