TABOOLA TERMS OF SERVICE ADDENDUM

TABOOLA PRODUCT RELEASE PROGRAM

This Taboola Terms of Service Addendum (the “Addendum”) governs your access to and use of non-public, not generally available, early prototype versions of new Taboola products and/or services (collectively, the “Prototype Services”) via the Taboola Product Release Program, and hereby amends and is incorporated into the Digital Advertising Insertion Order, or other applicable agreement relating to your use of the Taboola Service, between Taboola and you (the “Underlying Agreement”) as of the date you agree to this Addendum via email confirmation (“Addendum Effective Date”).  

You are invited to evaluate the Prototype Services beginning on the Addendum Effective Date, and ending on the sooner of either (a) the date Taboola launches a public beta of the Prototype Services, or (b) Taboola terminates this Addendum in accordance with Section 8 below (such period, the “Evaluation Period”).

Any capitalized terms in this Addendum shall have the meanings supplied herein or in the Underlying Agreement. The Underlying Agreement shall apply to the Prototype Services except as otherwise agreed. If there is any conflict between the Addendum and the Underlying Agreement, the Addendum shall govern with respect to the Prototype Services only, and the Underlying Agreement shall govern in all other matters. This Addendum shall have no applicability to any service other than the Prototype Services.

Replying affirmatively to an email from Taboola inviting you to take part in the Taboola Product Release Program or otherwise indicating your acceptance to the Addendum is a necessary condition to receiving access to the Prototype Services. By indicating your acceptance to the Addendum you are agreeing to the terms set forth herein.

  1. License. Taboola hereby grants you a limited-term, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Prototype Services internally during the Evaluation Period. Except as expressly provided in this Addendum, you have no rights to access or use the Prototype Services.  For clarity, Taboola shall own all right, title, and interest in and to the Prototype Services. Taboola reserves all rights not expressly granted to you in this Addendum.
  2. Use and Responsibility.  You acknowledge that you are responsible for any use and access to the Prototype Services originating from your account.  The Prototype Services (including any Prototype Services feature names) is the Confidential Information of Taboola, and is experimental, pre-release, and may not function as expected.
  3. Trade Secrets and Confidentiality. You acknowledge that the Prototype Services is confidential and proprietary to Taboola and contains trade secrets. You hereby agree that you shall not disclose any information relating to the Prototype Services (including, but not limited to, its existence, name, design and performance capabilities, the results of any performance/benchmark tests, and any authorization codes or license keys) to third parties without the prior written permission from Taboola. You shall treat all information regarding the Prototype Services provided by Taboola as Taboola’s Confidential Information, subject to non-disclosure obligations under the Underlying Agreement.
  4. Feedback. Feedback and other information which is provided by your or derived by Taboola in connection with this Addendum may be used by Taboola to improve or enhance its Service and the Prototype Services and Taboola shall have a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, modify and otherwise exploit such feedback and information without restriction, provided that the public disclosure of any such feedback or information identifiable to you shall only be by the mutual agreement of you and Taboola.
  5. Support and Updates.  Notwithstanding anything to the contrary in the Underlying Agreement:
    1. Taboola shall have no obligation to support or provide support services to you relating to the Prototype Services. Taboola may, however, make such support services available to you at its sole discretion.
    2.    Taboola may from time to time make available updates, enhancements and/or modifications to the Prototype Services and may, at its sole discretion, provide such updates to you, but is under no obligation to do so. The provision by Taboola to you of such updates, enhancements and/or modifications to the Prototype Services shall be subject to all covenants and conditions of this Addendum, including, but not limited to, the restrictions on your use of the Prototype Services and Taboola’s disclaimer of warranties.
  1. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL TABOOLA BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM THIS ADDENDUM OR THE USE OF THE PROTOTYPE SERVICES WHETHER RESULTING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO LOSS OR INACCURACY OF DATA, INTERRUPTION OF USE, LOSS OF PROFITS OR REVENUE, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF TABOOLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. Warranty. YOU ACKNOWLEDGE AND AGREE THAT THE PROTOTYPE SERVICES ARE IN EARLY STAGES OF DEVELOPMENT, ARE EXPERIMENTAL AND THAT TABOOLA DOES NOT WARRANT THE PROTOTYPE SERVICES IN ANY WAY, INCLUDING BUT NOT LIMITED TO PERFORMANCE OR FEATURES OF THE PROTOTYPE SERVICES. ALL WARRANTIES REGARDING THE PROTOTYPE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED BY TABOOLA.

THE PROTOTYPE SERVICES ARE PROVIDED “AS IS” FOR EVALUATION AND TESTING PURPOSES ONLY, AND OWING TO THEIR EXPERIMENTAL NATURE, YOU ARE ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE PROTOTYPE SERVICES FOR ANY REASON. YOU AGREE TO USE THE PROTOTYPE SERVICES WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF DATA, HARDWARE, AND SOFTWARE IN THE SOFTWARE’S OPERATING ENVIRONMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE UNDERLYING AGREEMENT YOU FURTHER AGREE THAT TABOOLA SHALL NOT BE HELD LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF TABOOLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Term and Termination. Taboola shall have the right, at its sole discretion, to terminate this Addendum immediately with or without cause upon written notice to you.  In addition, this Addendum shall terminate automatically upon any termination of the Underlying Agreement between you and Taboola. Sections 3 and 5 – 9 shall survive any termination or expiration of this Addendum.
  2. Commercial Availability. Nothing in this Addendum shall be deemed to require Taboola to make the Prototype Services commercially available on any particular date nor does Taboola make any such representation or warranty, express or implied, regarding any such commercially available version. Nothing in this Addendum shall be deemed to convey to you the rights to use a commercially released version of the Prototype Services or any components thereof, if and when such are available. Use of such commercial product shall be subject to the Underlying Agreement or such other terms and conditions as Taboola requires in connection with such service.