TABOOLA SPONSORED CONTENT TERMS AND CONDITIONS

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. Taboola reserves the right to change these Terms and Conditions from time to time. Please consult this portion of the Taboola’s website for changes to the Terms and Conditions as Taboola may, at any time, and without notice, revise these Terms and Conditions by updating this posting. Advertiser acting in conformance with those revised Terms and Conditions demonstrates your acceptance of those revised Terms and Conditions.

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 worldwide licence 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, and subject to Advertiser’s standard trademark and content usage guidelines and quality review as provided to Taboola. Such licence 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 endeavours 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.
Campaign Details: Advertiser may change the Campaign Information (e.g., Target Spend, Campaign Dates) 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 Taboola business day’s notice by either: (1) sending the Taboola representative who has been designated as the campaign manager for Advertiser’s account (“Taboola Campaign Manager”) an email indicating the requested change 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 Campaign details, 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 (defined below). For purposes of clarity, the Target Spend shall be in the currency of France from time to time, 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. All requests for billing corrections or invoice revisions must be made in writing within five (5) business days of receipt of invoice. If no such request is received within that time, invoice is considered valid and payable in full by the due date shown on the invoice. 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 €30,000 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. In addition to any other rights or remedies Taboola may have, failure to pay any invoices as set forth herein may result in Taboola cancelling or pausing Advertiser’s campaign. Moreover, any payment not received from the Publisher by the due date (except with respect to compensation then under reasonable and good faith dispute) may cause payment of late penalties set at (3) three times the official legal rate and payment of a fixed fee compensation amount for collection costs valued at forty euro (€40). For purposes of clarity, all payments shall be made in the currency of France from time to time, unless otherwise agreed to between the parties. If the account holder is an advertising or media agency or any other kind of intermediaries, it represents and warrants (i) that it is acting on behalf of the advertiser, (ii) that it signed with the advertiser a written mandate agreement and (iii) that it opened the account in the name of the advertiser so that the advertiser will be provided with Taboola’s invoices.
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 the currency of France from time to time 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 and with applicable laws. 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 Warranties: Advertiser warrants that it has all necessary rights, licences 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 warrants that it will comply with Taboola’s Advertiser Content Guidelines.
Taboola Warranties: Taboola warrants that: (i) it possesses all of the rights and authority necessary for it to enter into this Agreement and to grant the rights granted herein; (ii) it will perform its obligations under the Agreement with reasonable skill and care and (iii) it complies with Loi Sapin requirements. The foregoing warranties in this paragraph 7 are the sole and exclusive warranties made by Taboola related to this Agreement. Except as expressly stated in the Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law. Without limiting the generality of the foregoing, Taboola does not guarantee how often it will recommend any particular Advertiser Content, or that the Clicks on Recommendations during any period will fully exhaust the Target Spend for that period or that the services provided hereunder will operate without interruption or error.
Indemnities:
1. Except for that which Advertiser indemnifies Taboola, Taboola shall indemnify, defend, save and hold harmless Advertiser from and against any and all third-party claims, damages, awards, judgments, and civil liabilities (“Losses”) resulting from, arising out, of or related to: (i) Taboola’s breach of any of Taboola’s 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 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/or (iii) breach or alleged breach of any legislation or legal 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 defence (except that the Claimant may, at its own expense, assist in the defence); and (iii) provide the indemnifying party, at the indemnifying party’s expense, with all assistance, information and authority reasonably required for the defence 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 and Exclusion of Liability:
1. This paragraph 9 prevails over all of the Agreement and sets out the entire Liability of Taboola, and the sole and exclusive remedies of Advertiser, in respect of: (a) performance, non-performance, purported performance, delay in performance or mis-performance of the Agreement or the services hereunder or of any services in connection with the Agreement; or (b) otherwise in relation to the Agreement or entering into the Agreement.
2. Neither party shall exclude or limit its Liability for: (i) its fraud; or (ii) death or personal injury caused by its Negligence; or (iii) any other Liability which cannot be excluded or limited by applicable law.
3. Subject to paragraph 9b, Taboola shall not accept and hereby excludes any Liability for Negligence other than any Liability arising pursuant to the terms of the Agreement.
4. Subject to paragraph 9b, neither party shall have Liability in respect of any: (i) indirect or consequential losses, damages, costs or expenses; (ii) loss of actual or anticipated profits; (iii) loss of contracts; (iv) loss of use of money; (v) loss of anticipated savings; (vi) loss of revenue; (vii) loss of goodwill; (viii) loss of reputation; (ix) ex gratia payments; (x) loss of business; (xi) loss of operation time; (xii) loss of opportunity; or (xiii) loss of, damage to or corruption of, data; and in respect of each preceding case, whether or not such losses were reasonably foreseeable or that Taboola or its agents had been advised of the possibility of Advertiser incurring such losses. Advertiser agrees that (ii) to (xiii) apply whether such losses are direct, indirect or consequential.
5. Subject to paragraph 9b, the total aggregate Liability of Taboola in respect of a claim under the Agreement shall be limited to the greater of: (i) €1,000; or (ii) 110% of the total sums paid and total other sums payable, in aggregate, by Advertiser to Taboola under the Agreement in the 12 months before any claim arises.
6. The limitation of Liability under paragraph 9e has effect in relation both to any Liability expressly provided for under the Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of the Agreement.
7. Advertiser acknowledges and accepts that Taboola only provides the services hereunder on the express condition that Taboola will not be responsible for, nor shall it have any Liability directly or indirectly for, any act or omission of Advertiser, its affiliates or its or their employees, agents or other contractors or any third party.
8. In this paragraph 9: (a) “Liability” means liability in or for breach of contract, Negligence, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with the Agreement, including, without limitation, liability expressly provided for under the Agreement or arising by reason of the invalidity or unenforceability of any term of the Agreement (and for the purposes of this definition, all references to “Agreement” shall be deemed to include any collateral contract); and (b) “Negligence” means the breach of any obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract.
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 or to enforce the terms 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 and Jurisdiction: The Agreement (and all non-contractual relationship arising out of or related to it) shall be governed by and construed in accordance with the laws of France. The parties hereby submit to the exclusive jurisdiction of the French courts in Paris, France.
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 (or charged or otherwise encumbered or a trust created in respect of it or them or otherwise transferred or dealt with) 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 group companies (including, without limitation, Taboola.Com Ltd.), owns all intellectual property rights in and to Taboola’s widget and Services and that Taboola is just a supplier of the widget and services related to it (“Services”). Accordingly, Advertiser understands and agrees that Advertiser 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 non-foreseeable, irresistible and exterior events, including, but not limited to, fire, flood, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labour 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 entire agreement and understanding of the parties and supersedes and excludes all prior or contemporaneous proposals, understandings, agreements, or representations, whether oral or written, with respect to the subject matter of the Agreement. Each party acknowledges and agrees that in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement. Nothing in the Agreement shall operate to limit or exclude any liability for fraud. 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 authorised representative of each party. No person who is not a party to this Agreement shall acquire any rights under it or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to this Agreement its assent to any such term. Accordingly, there are no third party beneficiaries of the Agreement who obtain any rights hereunder. If at any time any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid, illegal or unenforceable but would be valid, legal or enforceable if some part of the provision were deleted, the provision in question shall apply with such modifications as may be necessary to make it valid, legal or enforceable. If the circumstances referred to in the preceding sentence occur, the parties agree to attempt to substitute for any invalid, illegal or unenforceable provision a valid, legal or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid, illegal or unenforceable provision. Paragraphs 6, 7, 8, 9, 10, 12, 13, 14 and 16 of these terms and conditions shall survive termination of this Agreement. Electronic signatures shall be deemed originals. 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.

Effective Date: 16 May, 2013

Last Revised: 6 November, 2014