TABOOLA SPONSORED CONTENT TERMS AND CONDITIONS – APAC

The Digital Advertising Insertion Order (the “Insertion Order”), together with these terms and conditions (collectively, “Agreement”) sets forth the terms and conditions under which: (a) Taboola shall include Advertiser’s content (“Advertiser Content”) among the content that Taboola recommends (“Recommendations”) to visitors to websites operated by third parties and containing Taboola’s widget or software (“Taboola Publisher Website”), and (b) Advertiser shall compensate Taboola for each click on Recommendations in order to view Advertiser Content.

These Terms and Conditions are current as of the effective date set forth below and were last revised as of the date set forth below. We reserve the right to change these Terms and Conditions from time to time. Please consult this portion of the Taboola’s website for important changes to the Terms and Conditions as Taboola may, at any time, and without notice, revise these Terms and Conditions by updating this posting.

Grant of Rights: Advertiser grants Taboola the rights to access, index and provide Recommendations with respect to Advertiser Content identified in Section 3 of the applicable Insertion Order until such time that the amount due Taboola for Clicks (as defined below) reaches the Target Spend set forth in Section 2 of the applicable Insertion Order. Advertiser also grants Taboola a limited, revocable, non-exclusive, royalty-free right and license to use, Advertiser’s name, logo, trademarks and any other proprietary content provided and approved for use by Advertiser, solely for the purpose set forth in this Agreement and for marketing purposes as one of Taboola’s clients, and subject to Advertiser’s standard trademark and content usage guidelines and quality review as provided to Taboola. Such license does not confer on Taboola or any other party any other rights with respect to Advertiser’s intellectual property. Taboola agrees to use commercially reasonable efforts to promptly remove, or cause to be removed, any Advertiser Content from any Taboola Publisher Website that Advertiser deems objectionable, upon receipt of such written notice from Advertiser.
Advertiser’s Content: Taboola reserves the right within its discretion to reject or remove from any Taboola Publisher Website any Advertiser Content, software code associated with the Advertiser Content (e.g. pixels, tags, JavaScript), or website to which the Advertiser Content is linked, that does not comply with its policies, Advertiser Guidelines or that in Taboola’s sole reasonable judgment, does not comply with any applicable law, regulation, or other judicial or administrative order or may tend to bring, disparagement, ridicule, or scorn upon Taboola. Taboola will use all Advertiser Content in strict compliance with these terms and conditions and any written instructions provided on the Insertion Order.
Target Spend: Advertiser may change the Target Spend set forth in Section 2 of the applicable Insertion Order, for a particular month, a portion of a month or on a going-forward basis, at any time on no less than 1 business day’s notice by either (1) sending Advertiser’s designated Taboola Campaign Manager an email indicating the amount of the revised Target Spend and the period during which it shall be in effect or (2) using the Campaign Management dashboard in Taboola Backstage. If Advertiser relies on its designated Taboola Campaign Manager to revise the Target Spend, it will only be revised upon Advertiser’s receipt of a confirmation email by Taboola’s Campaign Manager. For clarity, Taboola does not guarantee how often it will recommend any Advertiser Content, or that the number of Clicks during any period will fully exhaust Advertiser’s Target Spend for that period. Taboola reserves the right to pause a campaign or cap the Target Spend in any given Campaign Month. For purposes of clarity, the Target Spend shall be in U.S. Dollars, unless otherwise agreed to between the parties.
Invoices: Taboola shall provide Advertiser an invoice that discloses the amount of Clicks on Advertiser’s Content and the amount due from Advertiser to Taboola (based on the Cost per Click indicated in Section 2 of the applicable Insertion Order) upon the conclusion of each month that the Insertion Order is in effect (each a “Campaign Month”). Within fourteen (14) days of the end of Campaign Month within the Insertion Order Term, Taboola shall provide to Advertiser an invoice setting out the following information for that Campaign Month: the payments due, the number of Clicks and the Cost per Click. Advertiser shall pay each such invoice within thirty (30) days after the end of the Campaign Month. Notwithstanding the foregoing, Taboola, in its sole discretion, may require a prepayment from Advertiser before distributing Advertiser’s content until such time as Advertiser has established a credit history with Taboola. In addition, Taboola reserves the right to require immediate payment of any outstanding amounts due if the amount due to Taboola exceeds $50,000 in any given Campaign Month or to impose a credit limit on Advertiser based on Advertiser’s credit history, application or any other factors that Taboola deems relevant. Failure to pay any invoices as set forth herein may result in Taboola cancelling or pausing Advertiser’s campaign. For purposes of clarity, all payments shall be made in U.S. Dollars, unless otherwise agreed to between the parties.
Reporting: A “Click” will be considered to have occurred whenever a website visitor clicks on a Recommendation in order to view Advertiser Content. Clicks shall be measured and reported to Advertiser on the basis of the Click data captured in Taboola’s tracking logs, which are available to Advertiser anytime at Taboola.com/backstage (“Backstage”). For purposes of clarity, the Cost per Click shall be in U.S. Dollars unless otherwise agreed to between the parties. Advertiser shall have the option to manage its own Click data on Backstage using Taboola’s “Self-Service” feature. Advertiser understands and agrees that Advertiser is responsible for its own actions with respect to the Campaign if Advertiser chooses to use Taboola’s Campaign Management features in Backstage. Taboola will not review Advertiser’s activity and Taboola is not responsible or liable for any mistakes made by Advertiser in the managing of its Campaign. Taboola reserves the right to restrict Advertiser’s ability to edit Campaign Details in Backstage for any reason or no reason. Taboola agrees that Advertiser, at Advertiser’s expense, shall have the right to audit Taboola’s Click reporting system, invoices and payments to verify Taboola’s compliance with the obligations contained in this Agreement. Such audits shall be conducted by an independent third party, upon providing Taboola with no less than thirty (30) days’ notice, and shall take place no more frequently than once per any consecutive twelve (12) month period, and shall be conducted during regular business hours at Taboola’s business location and in such a manner as to not unreasonably interfere with Taboola’s normal business activities. In the event a discrepancy arises of more than fifteen percent (15%) between the number of Clicks reported in Taboola’s tracking logs and the number reported in Advertiser’s tracking logs, Taboola and Advertiser shall work together in good faith to identify the source of such discrepancy, remedy it, and, if appropriate, adjust Taboola’s prior invoicing.
Advertiser Representations and Warranties: Advertiser represents and warrants that it has all necessary rights, licenses and clearances to enter into this Agreement, to grant the rights granted herein and to use the Advertiser Content as specified herein and subject to these terms and conditions, including, without limitation, the intellectual property rights therein. Advertiser further represents and warrants that it will comply with Taboola’s Advertiser Content Guidelines located at http://www.taboola.com/advertising-policy-033114 .
Taboola Representations and Warranties: Taboola represents and warrants that it possesses all of the rights and authority necessary for it to enter into this Agreement and to grant the rights granted herein. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY TABOOLA. TABOOLA PROVIDES ITS RECOMMENDATIONS SERVICE “AS IS.” TABOOLA EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Indemnification:
1. Except for that which Advertiser indemnifies Taboola, Taboola shall indemnify, defend, save and hold harmless Advertiser and its parent, subsidiaries and affiliates, and its and their representatives, officers, directors, agents, and employees, from and against any and all third-party claims, damages, fines, penalties, awards, judgments, and liabilities (including reasonable outside attorneys’ fees and costs) (“Losses”) resulting from, arising out, of or related to: (i) Taboola’s breach or alleged breach of any of Taboola’s representations or warranties set forth in paragraph 7, or (ii) a claim that Taboola’s widget violates a third party right, except to the extent that such claim arises out of the combination of Taboola’s widget with Advertiser Content.
2. Advertiser shall indemnify, defend, save and hold harmless Taboola and its parent, subsidiaries, affiliates, and its and their representatives, officers, directors, agents, affiliates, and employees, from and against all Losses resulting from, arising out, of or related to (i) Advertiser’s breach or alleged breach of any of Advertiser’s representations, warranties or agreements, (ii) a claim that the Advertiser Content violates a third party right; and (iii) breach or alleged breach of any federal or state laws or regulatory requirements.
3. The parties agree that in claiming any indemnification hereunder, the Party claiming indemnification (the “Claimant”) shall (i) promptly notify the other party in writing of the claim; (ii) grant the indemnifying party sole control of the defense (except that the Claimant may, at its own expense, assist in the defense); and (iii) provide the indemnifying party, at the indemnifying party’s expense, with all assistance, information and authority reasonably required for the defense of the claim. In no event shall the indemnifying party enter into any settlement or agree to any disposition of the indemnified claim(s), without the prior written consent of the Claimant.
Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES. EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY ADVERTISER TO TABOOLA UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE DATE OF THE INITIAL EVENT GIVING RISE TO THE LIABILITY.
Confidentiality: Neither party will use or disclose to any third party the other party’s Confidential Information except as necessary for the performance of this Agreement. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party pursuant to a court order from a court of competent jurisdiction , provided that the party required to make such a disclosure gives reasonable prior written notice to the other party so that it may contest such order and in the event that disclosure is required, only discloses the portion of Confidential Information that its legal counsel advises is legally required. “Confidential Information” consists of (a) any technical information or plans concerning Taboola’s widget or any software or other technology of Taboola; (b) any other information disclosed by one party to the other party that is marked as confidential; or should reasonably be assumed to be confidential under the circumstances; and (c) the content of this Agreement. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is obtained by the receiving party rightfully from a third party who/that has no duty of confidentiality to the disclosing party.
Termination: Advertiser or Taboola may terminate this Agreement (a) for convenience on seven (7) days’ written notice at any time or (b) immediately in the event that the other party fails to remedy a material breach of this Agreement within forty-eight (48) hours of its receipt of written notice thereof. In addition, Taboola may terminate this Agreement immediately in the event that Advertiser fails to comply with its Advertising Content Guidelines.
Choice of Law: This Agreement will be governed by and construed in accordance with the laws of the Kingdom of Thailand. The court of competent jurisdiction in Thailand will have exclusive jurisdiction in case of dispute.
Assignment: The rights and obligations of each party hereunder shall inure to the benefit of the respective successors and assigns of the parties hereto, provided that, except as expressly provided herein, the Agreement and any rights or obligations hereunder shall not be assigned or delegated without the prior written consent of the other party (which shall not be unreasonably withheld), except that, either party may assign the Agreement to an acquirer of all or substantially all of such party’s assets, whether by merger, operation of law or otherwise, without the other party’s prior written consent.
Taboola’s Provision of Services: Advertiser acknowledges that Taboola’s parent company, Taboola.Com Ltd., owns all intellectual property rights in and to Taboola’s widget and Services and that Taboola is just a distributor of the widget and Services. Accordingly, Advertiser understands and agrees that Advertiser’s content will be distributed through the widget provided by Taboola.Com Ltd. and that certain other backend services will be performed by Taboola.Com Ltd., on behalf of Taboola. Advertiser hereby consents to Taboola’s delegation of the performance of some of the Services hereunder to Taboola.Com Ltd., subject to Taboola remaining liable for the complete and correct discharge of all its responsibilities hereunder.
Force Majeure: Neither Advertiser nor Taboola will be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. If Advertiser’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond Advertiser’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Advertiser will make every reasonable effort to make payments on a timely basis to Taboola, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Advertiser from any of its obligations as to the amount of money that would have been due and paid without such condition.
Miscellaneous: This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. The failure of either party to enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver of that party’s right. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party. Should any section or part of a section within this agreement be rendered void or unenforceable by any court of competent jurisdiction, the remaining provisions of this agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted. Paragraphs 6-10, 12, 14 and 16 of these terms and conditions shall survive termination of this Agreement. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.