Terms

1. Definitions.

1.1. “Fraudulent Activity” shall mean initiating or using any promotion or campaign in connection with the Advertiser Materials which: (i) violates any applicable law or regulation or is inconsistent with industry best practices; (ii) generating internet traffic in non-human means that are determined by Advertiser to be invalid, fraudulent or automated for the purpose of increasing click, action and the Revenue Share (such as, but not limited to, fictitious ad impressions, automatically triggering actions, etc.); (iii) encouraging, misleading or incentivizing users to visit, click or use the Advertiser Materials for the purpose of generating click or actions, as applicable; or (iv) use or employ any misleading, fraudulent or inappropriate practices that may deceive the user to generate any action or installs. The Publisher acknowledges that the Advertiser monitors and detects Fraudulent Activity using various tools and services. In the event that the Advertiser detects any Fraudulent Activity it may, in its sole discretion withhold payments or immediately terminate this Agreement or seek appropriate relief as may be available to it by law.

1.2. “Confidential Information” means any non-public, proprietary, confidential or trade secret information of a party that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, business procedures, technology and any related documentation, client list, developments, business partners or other information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information shall not include any information which: (i) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development or (iv) required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a Protective Order and the disclosure shall be limited to the extent expressly required; (v) is approved for release by prior written authorization of the Disclosing Party; or (vi) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.

1.3.”Proprietary Rights” means all intellectual property rights, including, without limitation, inventions, improvements, patents and patent applications, registered and unregistered marks, trademarks, service marks, trade names and associated logos, domain names, copyrights, moral rights, trade secrets and confidential business and technical information, know-how, proprietary knowledge, financial and marketing information, business plans, formulas, technology, engineering, production, operation and any enhancements or modifications relating thereto, all rights in databases and data compilations, whether or not copyrightable and all copies thereof.

1.4. “Prohibited Content” shall mean any activity or use of content that encourages conduct that would: (i) be considered 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 affect public or private infrastructure or equipment; (iii) violate any third party right including without limitation, intellectual property and privacy rights; and (iv) use, endorsement or promotion of content which is adult content, pornographic, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory activity, promotes illegal drugs or arms trafficking, counterfeiting money, violates export control laws, offensive, misleading or deceptive material, or is any type of malware or spyware.

2. LICENSE AND INTELLECTUAL PROPERTY.

2.1. Subject to the terms herein, Advertiser grants to Publisher a revocable, non-exclusive, non-assignable, non-transferable, non-sub-licensable right to use, promote, deliver, make available and display the Advertiser Material and use the Advertiser Technology solely for the purpose of this Agreement and solely during the Term (“License”). The License granted herein shall immediately and automatically terminate in the event Publisher does not comply with its obligations hereunder.

2.2. Each party retains all right, title, and interest in and to its Proprietary Rights and nothing contained in this Agreement will grant either party any right, title or interest in the other party’s Proprietary Rights. Notwithstanding the foregoing, Advertiser shall retain all right, title, and interest to the Advertiser Technology and Advertiser Materials (collectively, “Advertiser Property”). All rights in and to the Advertiser Property and any content therein which are not expressly granted herein are reserved by Advertiser.

2.3. Publisher, nor any third party on its behalf, may not: (i) copy, the Advertiser Property, except where necessary to fulfil its undertakings pursuant to the terms of this Agreement; (ii) syndicate, rent, loan, lease, license, transfer, sell, encumber, or distribute the Advertiser Property to any third party, without the express written authorization of the Advertiser; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Advertiser Property; (iv) adapt, alter, modify, translate, or create derivative works of the Advertiser Property without the express written authorization of the Advertiser; or (v) incorporate, integrate or otherwise include the Advertiser Property or any portion thereof into any software, program or product.

3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

3.1. Each party represents and warrants to the other party that: (i) it has the full corporate right, power and authority to enter into the Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (ii) the execution of the Agreement by it and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound and shall be performed in compliance with all applicable laws, rules, regulations, best industry practice; and (ii) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms.

3.2. Advertiser hereby represents and warrants that: (i) it solely owns and has legal right to license the Advertiser Technology and that the Advertiser Technology does not infringe third party rights including Property Rights; (ii) it has obtained all due permissions, rights and licenses to use, distribute and place the Advertiser Materials on Publisher Properties; (iii) it shall take reasonable commercial efforts to ensure that the Advertiser Material do not targeted nor do they contain any Prohibited Content. Except as set forth herein, Advertiser disclaims any and all warranties whether express or implied, including specifically the implied warranties of merchantability and fitness for a particular purpose, and the Advertiser Property are provided “AS IS” and “AS AVAILABLE”. The Advertiser or its officers, directors or agents, shall not be responsible, in any manner, for the marketing and distribution of the Advertiser Property including the Advertising Materials by Publisher.

3.3. Publisher hereby represents and warrants that: (i) It shall promote, distribute, use and place Advertiser Property solely in the approved Publisher Properties; (ii) It owns or has obtained all rights to use the Publisher Properties and serve Advertiser Property therein, and It is solely responsible for the content displayed in or promoted through the Publisher Properties (except for the Advertiser Materials) and that any content or material displayed or promoted through the Publisher Properties is not prohibited according to any applicable law or regulation, and does not contain, endorse, promote or facilitate any Prohibited Content of Fraudulent Activity or require the user to participate in any online activity nor will it incentivize the user to click or interact with the content using a misleading, fraudulent or inaccurate representation or incentivize automated click or automated interaction with that content; and (iii) it shall not engage in any Fraudulent Activity, including without limitation auto-generation of clicks or any other click scheme or increasing traffic to Publisher Properties by using and Fraudulent Activity or misleading behavior. Further, It shall not engage in any behavior that may interfere with the Advertiser Property or replace the content therein.

3.4. The Publisher Properties (i) are not (and shall not) be targeted to minors; (ii) shall at all times comply with any and all applicable laws and regulations and do not infringe upon any third party right, including any proprietary, privacy or publicity rights, and that the Publisher Properties shall include any and all required notifications to end users (such as: privacy policy, terms of use and cookie notice); (iii) It shall provide the users with applicable notice and obtain consent as required by applicable laws and regulations in connection with the collection, use and disclosure of any data obtained from the user through the use or access to Publisher Properties. Without limiting from the foregoing, Publisher shall comply with any applicable data policy regulations, including the EU Cookie Directive.

3.5. Advertiser reserves the right, in its sole discretion, to reject or remove any Advertiser Property from the Publisher Properties or immidiatly terminate the Agreement or withhold payment where such Publisher Properties do not comply with the terms stipulated herein, or that in Advertiser’s sole reasonable judgment, do not comply with any applicable law.

4. CONSIDERATIONS

4.1. Advertiser shall pay Publisher as set forth in the IO. Notwithstanding the foregoing, Advertiser shall not be obligated to pay and shall be entitled to a refund for (a) payments that were not approved by Third Party Partners or the Third Party Partner did not complete the payment to Advertiser; (b) Advertiser determined, in its sole discretion that the clicks, action were derived by Fraudulent Activity or otherwise determined that such revenue was attributable to clicks generated by bots, spiders, or other fraudulent means; or (c) clicks executed in breach of this Agreement, execute the limited cap or during a period while this Agreement was terminated.

4.2. In the event the Publisher disputes a Report (as defined in the IO) it shall provide Advertiser with a written notice which shall include detailed information for such dispute, including applicable information (“Dispute Notice”). The Dispute Notice shall be submitted by no later than fifteen (15) days as following the receipt of the Report. Upon receiving the Dispute Notice he parties will cooperate, in good faith, to reach an amicable solution to such dispute. Publisher acknowledges and agrees that if no Dispute Notice is received by Publisher within said period then such Report will be considered as final and non-appealable proof. Advertiser may withhold payment of any disputed amounts until the dispute is resolved.

4.3. Each party shall pay applicable taxes, duties and charges imposed or that may be imposed by any applicable governmental agency in connection with the Agreement.

5. CONFIDENTIALITY

During the Term and thereafter, each party agrees that it will not disclose or use the Confidential Information of the disclosing party without the disclosing party’s prior written consent. Each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information, during the Term and for a period of one (1) year thereafter to prevent the disclosure of the other party’s Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section. This Confidentiality section shall survive any termination or expiration of this Agreement.

6.TERM AND TERMINATION

Unless terminated, this Agreement shall commence upon the Start Date and continue until terminated by the parties (“Term”). Each party may terminate this Agreement upon 48-hour prior written notice which may be provided via email. Upon termination of this Agreement: (i) Publisher shall immediately cease serving Advertiser Property; (ii) all rights and Licenses granted to Publisher hereunder shall cease immediately; (iii) Publisher shall promptly return the Advertiser Property including any Confidential Information, or destroy and certify the destruction of any versions of the Advertiser Property and the Confidential Information. Following the termination of this Agreement, any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination of this Agreement shall be deemed to survive for as long as necessary to fulfill such purposes.

7.INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party and its respective officers, directors, employees, agents, successors, licensees, attorneys, suppliers and assigns, and each of them, from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims by third parties resulting from the indemnifying Party’s material breach or alleged breach of any obligation, representation, or warranty of this Agreement.

8.LIMITATION OF LIABILITY

Except for Indemnification or confidentiality obligations, in no event, whether as a result of breach of contract, tort (including negligence), strict liability, or otherwise, shall each party and its officers, directors, employees or agents be liable to the other party or any third party for any lost profits or revenues, claims of customers, loss of use of any equipment or software, systems, facilities, loss of data or information, lack or loss of productivity, interest charges or cost of capital, or special, incidental, indirect, consequential, exemplary or punitive damages of any nature, under any theory of liability, including but not limited to contract or tort, and whether or not the party or any third party were or should have been aware or advised of the possibility of such damage and notwithstanding the failure of essential purpose of any limited remedy stated herein. In no event, will either party’s liability for any claim arising under this Agreement exceed amounts paid by Advertiser to Publisher under this Agreement within twelve months (12) preceding such claim.

9. MISCELLANEOUS

9.1. The Advertiser may, track and collect Publisher’s user data for quality control, security or service-related monitoring purposes. The Publisher agrees to this and undertakes to notify its users accordingly in the Publisher’s privacy statements. The Advertiser’s Privacy Policy located at http://o2atech.com/privacy describes various categories of data the Advertiser processes, with appropriate changes implied having regard to the nature of the Advertiser’s services.

9.2. Neither Party shall be entitled to assign or transfer the Agreement or any of its rights or delegate any of his obligations hereunder without providing prior written notice to the other party.

9.3. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations hereunder due to any condition beyond its reasonable control, including without limitation to, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war and governmental action.

9.4. The Parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create any agency, partnership or joint-venture relationship between the Parties. Neither Party shall be deemed to be an employee or legal representative of the other, nor shall either Party have any right or authority to create any obligation on behalf of the other Party.

9.5. If any provision of the Agreement is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise unenforceable, such provision shall be interpreted so as to best accomplish its intended objectives and the remaining provisions will not be affected and will continue in full force and effect. The failure to require performance of any provision of the Agreement shall not affect a party’s right to require performance at any time thereafter; nor shall a waiver of a breach of any provision constitute a waiver of the provision itself or a waiver on another occasion.

9.6. The Agreement and any matters related hereto shall be governed by, and construed in accordance with Israeli law without regard to its conflicts of law principles or provisions, and shall be subject to the exclusive jurisdiction of the authorized courts of Tel Aviv-Jaffa, to the exclusion of any other court.

Users’ Choice

At O2A Technolegies we respect our users’ freedom to decide whether to be exposed to our advertising ads or not. If you choose not to be exposed, please click the “opt-out” button below.

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ONLINE TERMS AND CONDITIONS (DEMAND)

Whereas the Advertiser is the owner or has legal rights in the Advertising Materials and the Advertiser wishes Publisher to promote, distribute and display the Advertising Materials (as defined in the IO attached) through the Publisher Technology on the applicable Inventory (“Service”); and

Whereas the Publisher is the owner or has legal rights in the ad-serving in-image network (“Publisher Technology”) and Inventory and has the technical and professional skills to perform the Service.

Now therefore the Parties have agreed as follows:

1. Definitions.

1.1. “Confidential Information” means any non-public, proprietary, confidential or trade secret information of a Party that a reasonable person or entity should have reason to believe is proprietary. Confidential Information shall not include any information which: (i) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development or (iv) required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a protective order and the disclosure shall be limited to the extent expressly required; (v) is approved for release by prior written authorization of the Disclosing Party; or (vi) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.

1.2. “End User(s)” means an individual viewing the Advertising Material through the Inventory.

1.3. “Fraudulent Activity” means initiating or using in any Advertising Material in connection with this Agreement or placing the Advertising Material that contains any content that: (i) violates any applicable law or regulation or contains any part of the Prohibited Content (as defined below) as well as is inconsistent with industry best practices, including applicable compliance guidelines; (ii) violation of this Agreement; (iii) encouraging or incentivizing End Users to visit, click or use the Advertising Material or any related or linked content for the purpose of generating actions, revenues in an illegal manner; (vi) automated or fraudulent tracking methods; or (iv) use or employ any misleading, fraudulent or inappropriate practices that may deceive the End User.

1.4. “Prohibited Content” shall mean and any activity or use of content within the Advertising Materials or the Publisher Properties that are: (i) illegal or violates any applicable law, regulation or order of any court or tribunal; (ii) has adversely affect public or private infrastructure or equipment; (iii) violates any third party right including without limitation, intellectual property rights and privacy rights; and (iv) use, endorsement or promotion of content which is adult content, pornographic, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling and gambling-related, or discriminatory activity, promotes illegal drugs or arms trafficking, counterfeiting money, violates export control laws, offensive, misleading or deceptive material, or is any type of malware or spyware.

1.5. “Intellectual Property” means all proprietary and intellectual property rights, including, without limitation, any trade names, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, know-how, Confidential Information and proprietary technology, either registered or unregistered which is currently owned by a Party or which may be developed or owned by it in the future.

2. LICENSE GRANT

2.1. Subject to the terms and conditions of this Agreement, Advertiser hereby grants to Publisher and the applicable third parties operating any platform used by Publisher a royalty-free, worldwide right and license to use, reproduce, technically modify, distribute, present and display the Advertising Material and use the Advertiser’s applicable logos, marks or trademarks solely in connection with this Agreement (“License”).

2.2. The form, timing and frequency in which the Advertising Material are presented, displayed and distributed shall be determined by Publisher in its sole and absolute discretion. In addition, Publisher retains the right at its sole discretion to determine the setting, features, functionality and look and feel of the Service and upgrade or update the Publisher Technology at any time.

2.3. Advertiser acknowledges and agrees that: (a) the Advertising Material may be displayed on the Inventory in conjunction with other advertisers or content of third parties that are using the Inventory or Publisher Technology; and (b) Publisher makes no guarantee with respect to the placement, order and number of times the Advertising Material will appear on the Inventory.

3. REPRESENTATIONS AND WARRANTIES

3.1. Each Party represents and warrants to the other Party that: (a) it has the full corporate right, power and authority to enter into this Agreement; (b) the execution of this Agreement does not and will not violate any agreement to which it is a Party or by which it is otherwise bound; (c) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation, enforceable in accordance with its terms; and (d) it complies with any and all applicable laws and regulations applicable in the relevant jurisdiction, practices and procedures while performing its obligations hereunder including industry best standards.

3.2. Advertiser hereby represents and warrants that: (a) the Advertiser activity and the Advertising Material are compliant with all applicable laws and regulations as well as industry best practices, including, without limitation, the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and CAN-SPAM Act of 2003 (“CAN-SPAM”); (b) it owns or has the valid legal right or license to use and distribute the Advertising Material to the extent required under this Agreement, and the Advertising Material do not and will not, during the term of the Agreement, infringe or violate any Intellectual Property Right or any other right of any person or entity; it is hereby clarified that the Advertiser solely responsible for the Advertising Material Materials and any content or technology that may be reached or linked via the Advertising Material; and (c) if applicable, the Advertising Material and the related content will include a clear description of any End User information that may be accessed, collected, stored, used or shared by Advertiser. Publisher will not be responsible for any discrepancy or misleading actions with respect to Advertising Material and the related content.

3.3. It is hereby clarified that the Publisher does not have any obligation to monitor the Advertising Material, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Advertising Material. The Service and Publisher Technology, including the Inventory, are provided on an “AS-IS” basis, except as expressly provided in this Agreement and to the fullest extent allowable by law, Publisher makes no other warranty of any kind, whether 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 disclaims any such warranties. In addition, Publisher does not represent or warrant that the Publisher Technology, Service or Inventory including any part therein will be error free or that any errors will be corrected or that the operation of the Publisher Technology, Service and any Inventory or any part therein will be uninterrupted or that the Advertiser will profit or derive any benefit from the Service.

4. PAYMENT

4.1. In consideration for the Service, Advertiser shall pay the Publisher total amount of Impressions reported by the Publisher, all as detailed and defined in the IO.

4.2. The payment of the consideration must be made 30 days from the end of the month (unless otherwise agreed between the Parties). Unpaid charges are subject to interest of 1.5% per month on any outstanding balance, plus all expenses of collection. In the event of any failure by Advertiser to make payment, Advertiser will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Publisher in collecting such amounts.

4.3. Advertiser is solely responsible for payment of any taxes resulting from the acceptance of the Agreement. If any such taxes are required to be withheld, the net amount payable to Publisher after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement. In addition, the Advertiser shall be responsible for all income, sales, business, or any other such form of tax, fee, license or payment due in receipt of the transfer of the property or right to use such property under all circumstances.

5. REPORTING AND TRACKING

5.1. The reporting and tracking shall be based on Publisher’s numbers, reports, statistics and tracking, the Publisher will provide the Advertiser with weekly measurements or statistics regarding the applicable campaign, all as defined in the IO.

5.2. In the event of a dispute, the Advertiser shall provide Publisher with a written notice specifying and detailing (including adding supporting proof) the reasons for the dispute (“Dispute Notice”). Following the receipt of a Dispute Notice the Parties will cooperate, in good faith, in order to resolve any such dispute. It is agreed that receipt of a Dispute Notice or cooperation to resolve any dispute will not affect or delay the payment of any consideration due to Publisher hereunder.

6.TERM AND TERMINATION

6.1. This Agreement shall commence upon the signing date below and will continue until terminated by either Party. Each Party may terminate this Agreement by providing the other Party with a 48-hour prior written notice as detailed in the IO. Upon the termination of this Agreement, for any reason: (a) all rights and License granted herein shall be terminated immediately; and (b) Advertiser’s right to use the Publisher Technology, Service or any part thereof shall cease immediately.

6.2. The Publisher reserves the right to terminate or suspend the Campaign immediately with or without notice in the event it determined, in its sole discretion, that the Advertiser (a) is in breach of this Agreement; (b) provides Fraudulent activity; or (c) damages or harms the Publisher’s reputation in any way. It is hereby clarified that any suspension or reactivation following a suspension shall not require signing a new agreement and this Agreement shall remain in full force and affect during any applicable suspension.

6.3. Advertiser acknowledges and agrees that the Publisher will not be liable to Advertiser or any other person or entity for damages resulting from the termination of the Agreement.

6.4. Following the termination of the Agreement, any provisions of the Agreement that in order to fulfill their purpose need to survive the termination of the Agreement shall survive.

7. DISCLAIMER AND LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, WITH RESPECT TO THE FOREGOING. IN NO EVENT WILL A PARTY OR ITS REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS OR REVENUES, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, SOFTWARE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BASED ON CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THE PARTY SHOULD HAVE REASONABLY FORESEEN OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. EACH PARTY’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT POSSIBLE BY APPLICABLE LAW. THE TOTAL LIABILITY OF THE PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES MADE UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING ANY CLAIM UNDER WHICH SUCH LIABILITY SHALL ARISE.

8. INDEMNIFICATION

Each party (“Indemnifying Party”) shall defend, indemnify and hold harmless the other party (“Indemnified Party”) and its respective officers, directors, employees, agents, successors, licensees, attorneys, suppliers and assigns, and each of them, from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims by third parties resulting from the Indemnifying Party’s material breach or alleged breach of any obligation, representation, or warranty of this Agreement. The Indemnifying Party will fully cooperate with the Indemnified Party in the defense and settlement of any third-party claim and at the Indemnified Party’s reasonable demand, and will assume responsibility for the investigation, preparation, defense, trial and settlement of such claim, with the express provision that Indemnifying Party will not settle the claim without the Indemnified Party’s prior written explicit approval.

9. CONFIDENTIALITY

During the Term and thereafter, each Party agrees that it will not disclose or use the Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent. Each Party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information, during the term of this Agreement and for a period of one (1) year upon termination to prevent the disclosure of the Disclosing Party’s Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for the purpose of performing its obligations or exercise its rights hereunder. This Confidentiality section shall survive any termination or expiration of this Agreement.

10. INTELLECTUAL PROPERTY

Each Party retains all rights, title in and to all its Intellectual Property rights including without limitation goodwill, copyrights and moral rights. Other than expressly stated herein, nothing in this Agreement shall grant either Party any right, title or interest in any of the other Party’s Intellectual Property. The Publisher is the sole and exclusive owners of all property rights or interests, legal or beneficial, tangible or intangible, of any sort and kind, in any shape or form, in connection with the Publisher Technology and Services, including but not limited to, intellectual and industrial property rights, know-how, trade secrets, developments, and any data of any sort and kind, oral, written or otherwise, and Advertiser will not claim, breach, violate or infringe in any way whatsoever these rights.

11. MISCELLANEOUS

11.1.The Publisher may, track and collect data from the End Users for quality control, security or service-related monitoring purposes. The Advertiser agrees and undertakes to notify its users, if applicable, accordingly in its privacy statements. The Publisher’s privacy policy is available at: http://o2atech.com/privacy which details and describes various categories of the data processed, as may be amended from time to time at Publisher’s sole discretion.

11.2. Neither Party shall be entitled to assign or transfer the Agreement or any of its rights or delegate any of his obligations hereunder without providing prior written notice to the other Party.

11.3. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations hereunder due to any condition beyond its reasonable control, including without limitation to, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war and governmental action.

11.4. The Parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create any agency, partnership or joint-venture relationship between the Parties. Neither Party shall be deemed to be an employee or legal representative of the other, nor shall either Party have any right or authority to create any obligation on behalf of the other Party.

11.5. If any provision of the Agreement is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise unenforceable, such provision shall be interpreted so as to best accomplish its intended objectives and the remaining provisions will not be affected and will continue in full force and effect. The failure to require performance of any provision of the Agreement shall not affect a Party’s right to require performance at any time thereafter; nor shall a waiver of a breach of any provision constitute a waiver of the provision itself or a waiver on another occasion.

11.6. The Agreement and any matters related hereto shall be governed by, and construed in accordance with Israeli law without regard to its conflicts of law principles or provisions, and shall be subject to the exclusive jurisdiction of the authorized courts of Tel Aviv-Jaffa, to the exclusion of any other court.