TERMS AND CONDITIONS TO ADVERTISING ON THE TABOOLA NETWORK

These Terms and Conditions set forth the terms under which: (a) Taboola Europe Limited, a company incorporated in England, company number 08119591, (“Taboola”) (either directly or through its affiliates or subsidiaries) shall include content that you (“Advertiser”) provide to Taboola (“Advertiser Content”) via Taboola’s web-based campaigns submissions wizard (the “Wizard”) or Taboola’s analytics platform (“Taboola Backstage”) among the content that Taboola recommends (“Recommendations”) via Taboola’s content recommendation distribution software or code (the “Widget”) to visitors to websites operated by third parties with which Taboola or its affiliates has a relationship (“Taboola Publisher Websites”), and (b) Advertiser shall compensate Taboola each time a website visitor clicks on a Recommendation in order to view Advertiser Content as measured by Taboola (a “Click”). Taboola’s distribution of the Advertiser Content shall be referred to herein as the “Service.” By signing up as an Advertiser through the Wizard, you confirm that you have read and agreed to these Terms and Conditions and this shall constitute a binding agreement between Taboola and Advertiser (the “Agreement”).

Grant of Rights:
1. Advertiser grants Taboola a limited, revocable, non-exclusive, royalty-free right and license to (i) access, index, and otherwise use the Advertiser Content under the parameters set forth by Advertiser (the “Campaign”) in Taboola Backstage in order to provide Recommendations on Taboola Publisher Websites with respect to Advertiser Content until such time that the amount due to Taboola for Clicks reaches the Campaign budget set by Advertiser and (ii) use Advertiser’s name, logo, trademarks, and any other proprietary content provided for use by Advertiser, solely in connection with the making of Recommendations to Advertiser Content and for Taboola’s own marketing purposes in referring to Advertiser as a client, and subject to Advertiser’s standard trademark and content usage guidelines and quality review, if any, provided to Taboola. Advertiser further grants Taboola the right to (iii) write a case study regarding Advertiser’s use of the Taboola content recommendation service and (iv) share Campaign Performance Data (as defined below) captured by Taboola’s tracking logs with the owners or operators of Taboola’s Publisher Websites in connection with Advertiser’s Campaigns that specifically appear on such Taboola Publisher Websites and for the sole purpose of measuring Campaign performance on such Taboola Publisher Websites. The grant of the foregoing licenses does not confer on Taboola or any other party any other “Intellectual Property Rights” with respect to Advertiser’s intellectual property. (“Intellectual Property Rights” means all forms of proprietary rights, titles, and interests relating to patents, copyrights, trademarks, trade dresses, trade secrets, algorithms, know-how, mask works, droit moral (moral rights), and all similar rights of every type that may exist now or in the future in any jurisdiction, including without limitation all applications and registrations therefore and all rights to apply for any of the foregoing).
2. Taboola grants Advertiser the right to access Taboola Backstage solely for purposes of managing its Campaign and reviewing the analytics associated with its Campaign. Nothing herein shall be deemed as conferring any rights to Advertiser with respect to any of Taboola’s Intellectual Property Rights, including, without limitation, its rights in and to the Widget and Taboola Backstage. Advertiser understands and agrees that Advertiser is solely responsible for its own actions in Taboola Backstage. Advertiser agrees that it will keep its account passwords and login information confidential, and it will be responsible for all activity and payments owed under its account. Taboola will not review Advertiser’s activity and Taboola is not responsible or liable for (and will not grant any credits for) any mistakes made by Advertiser in the managing of its own Campaign. Advertiser acknowledges that any analytics provided in Taboola Backstage are estimates and will only be finalized fourteen (14) days after the conclusion of any calendar month in which a Campaign has run (each a “Campaign Month”).
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 Taboola’s Advertiser Content Guidelines or, in Taboola’s sole reasonable judgment, 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 compliance with these Terms and Conditions. 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 written notice from Advertiser.
Campaign Details:
Advertiser may change the Campaign information (e.g., Campaign budget, Campaign dates) using the Campaign Management dashboard in Taboola Backstage. Advertiser acknowledges and agrees that Taboola (i) 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 Campaign spend for any Advertiser specified period and (ii) reserves the right to pause the Campaign or cap Advertiser’s target Campaign spend in any given Campaign Month (as defined in Section 4 below) in its sole discretion. For purposes of clarity, the Campaign Budget shall be in the currency of England unless otherwise agreed to in a separate writing between the parties.
Payment for Advertiser’s Campaign:
Before distributing Advertiser’s Content on Taboola Publisher Websites, Taboola requires a prepayment of the Campaign Budget from Advertiser (“Prepayment”), which Prepayment shall be made via credit card through the Wizard. All such payments will incur an additional processing fee of 1.4% plus £0.20 per transaction on European issued cards, or 2.9% plus £0.20 for non-European issued cards. Taboola shall provide Advertiser with access to Taboola Backstage which will provide Advertiser with details regarding the amount of Clicks on Advertiser’s Content and the amount of the Prepayment spent by Advertiser (based on the cost per click set by Advertiser in Taboola Backstage during the Campaign Month) upon the conclusion of each calendar month that the Campaign is running on the Taboola Network (each a “Campaign Month”). Advertiser acknowledges that any analytics provided in Taboola Backstage are estimates, and will only be finalized after fourteen (14) days of the Campaign Month. For purposes of clarity, the payment amount shall be calculated in accordance with the representative rate of exchange, publishers by the Bank of England, and all payments shall be made in the currency of England, unless otherwise agreed to in a separate writing between the parties. In the event that Taboola discovers that Advertiser has been using non-standard URL redirects to surreptitiously redirect visitors to landing pages that (1) do not match the landing page that was originally submitted for distribution through the Wizard or Taboola Backstage and/or (2) are not otherwise in compliance with Taboola’s Advertiser Content Guidelines as a result of “cloaking” or other techniques that hide the true destination landing page that a user is directed to from Advertiser’s URLs, Taboola shall be entitled to either charge the remaining amount of Advertiser’s spend to the credit card maintained on file or retain any campaign Prepayments made, in which case, Taboola will not refund any such funds. For clarity, Taboola shall be entitled to retain the Prepayment and will not refund any such funds in the event of such breach by Advertiser.a.         Video Bandwidth Fees: For Impressions of any video Advertiser Content that is 6MB or larger, invoices shall reflect a “Video Bandwidth Fee”, at a rate equal to five cents per gigabyte served ($0.00005/MB) (or its equivalent in the currency of England). For example, if 1000 Impressions of an 8MB video Advertiser Content file were served hereunder, the Video Bandwidth Fee with respect that file would be $0.40 (i.e. 1000 Impressions * 8MB * $.00005).b.         Data Fees: For any audience data segments based on inferred user interests or demographics (“Data Segments”) that Advertiser uses to target its Advertiser Content, invoices shall be inclusive of a “Data Fee” in the amount set forth in an applicable Insertion Order or in Taboola Backstage. Where Advertiser employs such Data Segments, the following restrictions shall apply:

i.          Advertiser shall not cache the Data Segments in a manner that would permit Advertiser to re-use them (or any functional equivalent or model of them);

ii.         Advertiser shall not resell the Data Segments; and

iii.        Advertiser shall not associate the Data Segments with any personal information, such as a first or last name, street address, email address, phone number, or other identifier of a natural person.
Reporting and Campaign Management:
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 on Taboola Backstage. Taboola’s measurements are the definitive measurements under this Agreement and will be used to calculate the amounts due to Taboola hereunder. For purposes of clarity, the cost per click set by Advertiser in Taboola Backstage shall be in U.S. Dollars unless otherwise agreed to in a separate writing between the parties. Advertiser understands and agrees that Advertiser is responsible for its own actions in Taboola Backstage with respect to the Campaign. 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 own Campaign. Taboola reserves the right to restrict Advertiser’s ability to edit Campaign Details in Taboola Backstage for any reason or no reason.
Advertiser Representations and Warranties:
Advertiser represents and warrants that (i) 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; (ii) the Advertiser Content will not infringe upon the rights of any third party or violate any laws; (ii) it will comply with Taboola’s Advertiser Content Guidelines; and (iv) it will comply with all applicable laws and regulations in its use of the Services.
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” INCLUDING ANY DATA SEGMENTS OR AD PLACEMENT THAT COMPRISES THE SERVICE. 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, OR, AS TO ANY DATA SEGMENTS PROVIDED, ACCURACY, COMPLETENESS, OR CORRECTNESS.
Ownership:
As between the parties, Taboola owns all Intellectual Property Rights in the Widget, along with all technology, data, designs and know-how used to deploy it, and Advertiser owns all Intellectual Property Rights in the Advertiser Content and the content on Advertiser’s landing pages. Advertiser is not required to provide any feedback or suggestions to Taboola regarding the Service. To the extent Advertiser does provide any such feedback or suggestions for improvement, Advertiser hereby grants to Taboola and its affiliates a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit all such feedback and suggestions in connection with the Service without restriction.
Data:
1. Data Definitions: (a) Performance Data: data regarding a Campaign gathered during delivery of Advertiser Content (e.g., number of Impressions, interactions, Clicks, and header information), but excluding Site Data or Campaign Details; (b) Site Data: any data that is (i) preexisting Taboola data used by Taboola pursuant to this Agreement, (ii) gathered during delivery of Advertiser Content that identifies or allows identification of Taboola, Taboola Publisher Websites, Taboola’s brand, content, or Visitors, and those of the Taboola Publisher Websites, or (iii) entered by Visitors on any Taboola Publisher Website; (c) Collected Data: consists of Campaign Details, Performance Data, and Site Data; (d) Repurposing: retargeting a Visitor or appending data to a non-public profile regarding a Visitor for purposes other than performance of this Agreement; (e) Aggregated: a form in which data gathered under this Agreement is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of an Advertiser.
2. Unless otherwise authorized by Taboola, Advertiser will not (i) use Collected Data for repurposing; provided, however, that Performance Data may be used for repurposing so long as it is Aggregated, anonymized and not joined with any Campaign Details or Site Data; or (ii) disclose Campaign Details or Site Data to any third party except as set forth in Paragraph 9.d below.
3. Unless otherwise authorized by Advertiser, Taboola will not use or disclose Campaign Details, Performance Data, or recorded Impressions or Clicks, each of the following on a non-Aggregated basis, for Repurposing or any purpose other than (i) performing under this Insertion Order, (ii) compensating data providers, (iii) internal reporting or internal analysis, or (iv) internal operational purposes, such as to investigate and analyze “clicks,” potential fraud.
4. Advertiser and Taboola (each a “Transferring Party”) will require any third party used by the Transferring Party in performance of the Agreement on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the Insertion Order.
5. Advertiser may place a Taboola pixel(s) or other tracking technology, as mutually agreed to by the parties (the “Pixels”) on Advertiser’s landing pages. Taboola may update, change, or substitute the Pixel at any time in its reasonable discretion provided that it does not disrupt the functioning of Advertiser’s landing page and serves the same purpose. Taboola will use such Pixels for operational purposes such as to collect conversion data, perform platform analytics, integrate and link data (e.g., to enable Advertiser Content to be targeted in an optimal way), and otherwise optimize the manner in which it collects, segments, or targets the Advertiser Content. For avoidance of doubt, Taboola may create derivative data products and data models (e.g., segmentation and optimization models) from these Pixels, which it shall own, provided that all right, title, and interest in any Advertiser Content (in whole an in part) shall be and remain with Advertiser.
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) (collectively, “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 the Widget violates a third party trademark, trade secret, copyright, or privacy right, except to the extent that such claim arises out of the combination of the Widget with Advertiser Content.
2. Advertiser shall indemnify, defend, save, and hold harmless Taboola, the owners of the Taboola Publisher Websites, and its and their parents, subsidiaries, affiliates, 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 infringes upon, violates, or misappropriates any third party Intellectual Property Rights, or slanders, defames, or libels any person, or does not comply with any applicable law or regulation, (iii) Advertiser’s failure to secure all rights, title, and interest necessary to display the Advertiser Content via the Widget; and (iv) an allegation that Advertiser, Advertiser’s Content, or products or goods being advertised in the Advertiser Content violate any applicable law or regulation.
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 and Exclusion of Liability:
1. This Paragraph 11 prevails over all of this Agreement and sets out the entire Liability (as defined below) 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 this Agreement or the Service hereunder or of any services in connection with this Agreement; or (b) otherwise in relation to this Agreement or entering into this Agreement.
2. Neither party shall exclude or limit its Liability for: (i) its fraud; (ii) death or personal injury caused by its Negligence (as defined below); or (iii) any other Liability which cannot be excluded or limited by applicable law.
3. Subject to Paragraph 11.b, neither party shall accept and hereby excludes any Liability for Negligence other than any Liability arising pursuant to the terms of this Agreement.
4. Subject to Paragraph 11.b, Taboola shall not 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 Taboola or its agents had been advised of the possibility of Advertiser incurring such losses. Advertiser agrees that (ii) – (xiii) apply whether such losses are direct, indirect or consequential.
5. Subject to Paragraph 11.b, the total aggregate Liability of Taboola in respect of a claim under this 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 this Agreement in the twelve (12) month period before any claim arises.
6. The limitation of Liability under Paragraph 11.e has effect in relation both to any Liability expressly provided for under this Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this Agreement.
7. Advertiser acknowledges and accepts that Taboola only provides the Service 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 11: (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 this Agreement, including, without limitation, liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this 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 (i) 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, or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
Confidentiality:
The parties shall only disclose Confidential Information (as defined below) to those of its employees, professional advisors, on-site contractors, officers, directors, or those of its subsidiaries or affiliates that it believes have a need to know such information as required 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 the Widget or any software or other technology of Taboola; (b) any financial information of the other party; (c) 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 (d) 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.
Availability of the Service:
Taboola makes no representations regarding the availability of the Service and Advertiser acknowledges and agrees that the Service may be unavailable from time to time due to (i) equipment, software or service malfunctions; (ii) maintenance and update procedures or repairs; or (iii) causes beyond the control of Taboola or its affiliates, including, without limitation, interruption or failure of telecommunication or digital transmission links, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion, or other failures, and that Taboola shall not be liable for any unavailability caused by any of the foregoing. In addition, Advertiser acknowledges and agrees that Taboola and its affiliates have no responsibility or liability with respect to the operation of Taboola Publisher Websites. Advertiser is not required to provide any feedback or suggestions to Taboola. To the extent Advertiser does provide any such feedback or suggestions, Advertiser hereby grants to Taboola and its affiliates a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit all such feedback and suggestions without restriction.
Termination/Suspension:
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 Taboola’s Advertiser Content Guidelines. Taboola may terminate or suspend Advertiser’s access to or use of the Service and/or terminate this Agreement at any time if: (a) in the sole discretion of Taboola, such action is necessary to prevent errors or harm to any system or network, or to limit Taboola’s or its affiliates’ liability or; (b) Advertiser attempts to access or use the Service in an unauthorized manner, including without limitation any attempt to gain access to the accounts of other Taboola customers or use the Service in a way that infringes Taboola’s, its affiliates’ or a third party’s Intellectual Property Rights.
Choice of Law:
This 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 England. The parties hereby submit to the exclusive jurisdiction of the English courts. Notwithstanding the foregoing, Taboola shall also have the right, but not the obligation, to bring an action for moneys owed by the Advertiser to Taboola in any other court that has jurisdiction over the Advertiser.
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, this 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 this 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.
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 6-11, 14, and 17 of these Terms and Conditions shall survive termination of this Agreement.