Truvid Advertiser Agreement

1. Definitions

1.1. "Advertiser Content" means any adverts, materials or other Content provided by Advertiser or on Advertiser's behalf, to be placed, displayed and promoted through, or in connection to the Company Assets, including without limitation any websites, apps or links therto, Advertiser’s marks, logos, brands and tradenames, as well as any information material contained therein or to which such Content may link to, as applicable.

1.2. "Claims" means legal claims, suits, demands and actions brought or tendered for defense or indemnification.

1.3. "Company Assets" means any services (including the Company platform and related services), and any of Company's or its supply partners' software applications, web pages, mobile applications, or digital placements owned or licensed for use by Company.

1.4 "Confidential Information" means any non-public, proprietary, confidential and/or trade secret information of a Party hereof, whether furnished before or after the Effective Date (as set forth in the Insertion Order), and regardless of the manner in which it is furnished, and which given the totality of the circumstances, 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 (the "Disclosing Party") to the other Party (the "Receiving Party") either directly or indirectly in writing, orally or by drawing or inspection of parts or equipment. Confidential Information shall not, however, 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.

1.5 "Content" means data, text, information, advertisements, graphics, links to third party sites or services, web pages, signs, images, software and code, technology, files, texts, photos, audio or video, sounds, visual works, musical works, works of authorship and components.

1.6 "Consideration” shall mean the Company's Revenue Share specified in a valid Insertion Order, to be remitted to Company from Advertiser in accordance with the terms of this Agreement.

1.7 "End User" means human end user who interacts with the Advertiser Content on or through Company Assets.

1.8 “Fraudulent Activity” means activity performed by Company on Company Assets, and which is proved to be conducted while engaging with Advertiser Content for the sole purpose of fraudulently generating impressions, views, clicks or other types of remunerable actions by non-human audiences.

1.9 "Insertion Order" means the Insertion Order entered into between Company and Advertiser setting forth pricing and additional terms.

1.10 "Losses" means damages, losses, costs, and liabilities, including reasonable attorney and professional fees, arising from a Claim.

1.11 "Party" means the Company or the Advertiser.

1.12 "Personal Data" means any information by which a natural person could be identified, directly, or indirectly by using reasonable means, including but not limited to: name, email, address, IP address and similar unique online identifiers (such as cookie IDs and advertiser IDs).

1.13 "Prohibited Activity" means any illegal activity including without limitation: (a) using deceptive, fraudulent, inappropriate or false representations and/or notifications to End Users (e.g., impersonating system notifications in connection with opening, viewing or playing a particular type of content); (b) act in a fashion that may harm or dilute the Company's reputation; (c) take any action that may exploit any vulnerabilities, harm the security of End User’s device, or the privacy of the End User, or materially interfere with or disrupt web navigation or browsing, disabling, modifying, interfering or intervening with End Users' control over the operating system, browser settings (including bypassing consent dialogs from web browsers or preventing the End User from viewing or modifying his browser settings), browser functionality or webpage's display; (d) using any materials or Content that contains any virus, worms, Trojan horses, or any other computer code, files or programs designed to interrupt, hijack, malware, spyware, spam-ware, destroy, limit or adversely affect the functionality of any computer software, mobile device, hardware, network or telecommunications equipment; (e) using any misleading, deceptive or fraudulent practices whatsoever with respect to any Content (including providing unproven or misleading endorsements); (f) replacing any existing advertisement, displaying, injecting or generating advertisements on private webpages such as HTTPS pages or SSL protected page.; (g) requiring an End User to participate in an online activity or incentivizing an End User to click or interact in with an advertisement by using misleading and fraudulent representations or incentivized automated clicks or automated interaction.

1.14 "Prohibited Content" means any Content that is: (a) false, deceptive, misleading, infringing upon any applicable law, impersonating others, fraudulent, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit, politically sensitive or controversial issues; (b) adult content (including pornographic material); (c) excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, discriminatory, hate-mongering or otherwise objectionable content; (d) defame, abuse, or threaten physical harm to others; (e) any type of harmful applications or components which intentionally create or exploit any security vulnerabilities in an End User's device, including without limitation: viruses, spyware, malware, Trojan horses, spam-ware, worms or any other malicious code or conduct; (f) advocate or facilitate violence of any kind; (g) related to gambling of any kind; (h) any type of harmful applications or components which intentionally pose a security risk or create or exploit any security vulnerabilities in an End User's device, including without limitation: viruses, spyware, malware, Trojan horses, spamware, worms, scareware or any other malicious code or conduct; (i) any content which is targeted at or designed to appeal to persons under the age of 18 and the minimum legal age which individuals may use the Advertiser Content and the Company Assets according to Applicable Law; (j) infringing upon third party rights, including Proprietary Rights, including any false association and/or repetition and/or endorsement or sponsorship that is not accurate (e.g., using the "Microsoft Certified" seal, using Windows/Chrome or any other operating system and browser logo when not relevant, mimicking a OS and browser notification, etc.); (k) any other content that would otherwise be considered as a criminal offense or could give rise to a civil liability , or considered illegal in any fashion according to applicable laws or regulation or that is infringing upon third party right, including proprietary or privacy rights.

1.15 "Proprietary Rights" means all intellectual property rights, including, without limitation: (a) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (b) all registered and unregistered marks and registrations and applications for registration thereof; (c) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (d) all trade secrets and confidential business and technical information (including, without limitation, research and development, programming, know-how, proprietary knowledge, financial and marketing information, business plans, formulas, technology, engineering, production, operation and any enhancements or modifications relating thereto, and other designs, drawings, engineering notebooks, industrial models, software and specifications); (e) all rights in databases and data compilations, whether or not copyrightable; and (f) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media).

2. License and distribution

2.1. Subject to the terms and conditions of this Agreement, Advertiser hereby grants to Company during the Term, a limited, non-exclusive, non-sub-licensable, royalty-free, worldwide right and license to use, reproduce and distribute the Advertiser Content through Company Assets and solely in connection with this Agreement.

2.2. Advertiser acknowledges and agrees that: (i) the Advertiser Content shall be integrated on Company Assets in conjunction with other content; (ii) the frequency, placement, order and placements of the Advertiser Content on the Company Assets shall be determined by Company or its supply partners at their sole discretion; (iii) Company shall have no obligation to review the Advertiser Content.

3. Intellectual Property

3.1. Except as expressly granted in the Agreement, Company retains all right, title and interest in and to the Company Assets and any versions, revisions, corrections, modifications or derivatives thereof, including any Proprietary Rights therein ("Company Property"). All rights in and to the Company Property which are not expressly granted herein are reserved by Company.

3.2. Except as expressly granted in the Agreement, Advertiser retains all right, title and Interest in and to the Advertiser's Content, including any Proprietary Rights therein. All rights in the Advertiser's Content, which are not expressly granted herein are reserved by Advertiser. This Agreement does not convey any title or ownership rights to the other Party.

3.3.Neither shall assert any Proprietary Rights in or to the other Party’s Content, materials or any element, derivation, adaptation, variation or name thereof. Neither Party shall have the right to remove, obscure or alter any notices of Proprietary Rights or disclaimers appearing in or on any Content or materials provided by the other Party.

3.4. Neither Party shall: (i) contest, or assist others to contest the other Party's rights or interests in and to the such Party's property and all applications, registrations or other legally recognized interests therein, or any element, derivation, adaptation, variation or name thereof; or (ii) seek to register, record, obtain or attempt to pursue any Proprietary Rights or protections in or to the other Party; or (iii) remove, obscure or alter any notices of proprietary rights or disclaimers appearing in or on the other Party's property.

4. Restrictions on Use

Advertiser shall not, nor allow any third party, to: (i) infiltrate, hack, copy, create derivative works of, reverse engineer, decompile, or disassemble or otherwise attempt to interfere with the proper operation of the Company Assets, or any part thereof for any purpose and shall not simulate or derive any source code or algorithms from the Company Assets; (ii) represent that it possess any proprietary interest in the Company Assets, or remove any notices or copyright information from the Company Assets; (iii) attempt to sell, resell, sublicense, modify, transfer, lease, assign, pledge, or share its rights under this Agreement; (iv) use any robot, spider, or other device to retrieve, index, scrape, data mine, or in any way gather information, Content, or other materials from the Company Assets; (v) take any action, directly or indirectly, to contest the Company's intellectual property rights or infringe them in any way; (vi) except as specifically permitted in writing by the Company, use the name, trademarks, trade-names, and logos or other Proprietary Rights of the Company; (vii) use the Company Assets in connection to Prohibited Content or Prohibited Activity, or other unlawful, harassing, intrusive or abusive activities, or for any unauthorized purposes.

5. Term and Termination

5.1. This Agreement shall become effective as of the Effective Date, as specified in the Insertion Order, and shall remain effective until terminated pursuant to this section and as further provided in the accompanying Insertion Order (the " Term").

5.2. Company may terminate the Agreement by seven (7) days prior written notice. Upon the termination of the Agreement Company will immediately cease the promotion of the Advertiser Content, all rights and licenses granted herein shall terminate immediately.

5.3. Either Party may terminate this Agreement, by written notice to the other Party, for any material breach of this Agreement by the other Party, if such breach is not cured within thirty (30) days after the breaching Party receives written notice of such breach from the non-breaching Party.

5.4. 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.

5.5. Upon termination neither Party will be liable to the other Party or any other person or entity for damages resulting from the termination of the Agreement. Following the termination of the Agreement, each Party will have no obligation to maintain any information stored in its data centers related to the other Party.

5.6. In the event of any termination, any outstanding Considerations amounts as set out in the Insertion Order shall become due and payable according to terms of this Agreement. Without derogating from the foregoing and subject to the terms of this Agreement, upon termination, all rights, licenses and obligations of the Parties shall cease, except that all obligations that accrued prior to the Effective Date of termination and remedies for breach of this Agreement shall survive.

6. Mutual Representations and Warranties

Each Party represents and warrants to the other Party that: (i) it has the full corporate right, power and authority 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; (iii) when executes and delivers, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms; (iv) it is the owner or has all legal rights and interests in the software, components, material or Content; and (v) to the best of its knowledge it software, components, material or services does not infringe or misappropriate the intellectual property or other proprietary rights of any third party when used by the other Party in accordance with the terms of this Agreement.

7. Company Representations and Warranties

Company hereby represents and warrants that it has the skills and will use reasonable efforts to perform its obligations hereunder as best as commercially possible. Company does not have any obligation to monitor any Content made available through or in connection with the Advertiser's Content or third party Content appearing on the Company Assets, and it is not responsible for the accuracy, completeness, appropriateness, legality or applicability of any such Content.

8. Advertiser Representations and Warranties

8.1. Advertiser hereby represents and warrants that: (i) any and all activities or obligations it undertakes in connection with the Agreement shall be performed in compliance with all applicable laws, rules, regulations and industry best practices including, without limitation, privacy laws; (ii) the Advertiser Content is in compliance with all applicable laws, rules and regulations as well as industry best practices including, without limitation, privacy laws; (iii) it owns or has the valid legal right or license to use and distribute the Advertiser Content to the extent required or contemplated hereunder, and the Advertiser Content do not and will not, during the term of the Agreement, infringe or violate any third party's Proprietary Rights or any other right of any person or entity, including but not limited to intellectual property rights, privacy and publicity rights, and shall fully comply with any third-party licenses, permits, guidelines and authorizations required; (iv) Advertiser is solely responsible for the Advertiser Content and/or any property or technology that may be reached or linked via the Advertiser's Content; (v) Advertiser Content, related services and any other materials used by it in connection with or in relation to this Agreement will not contain, use or promote any Prohibited Content or engage, encourage or utilize any Prohibited Activity. Advertiser further represents that it employs all necessary monitoring measures and procedures for the purpose of complying with the aforesaid.

8.2. Advertiser acknowledges and agrees that Company may collect information about End Users which includes but is not limited to personally identifiable information as well as behavioral information for Company's commercial or internal use. To the extent Advertiser collects or otherwise processes such Personal Data received or made available from Company or Company Assets, Advertiser shall comply with the provisions of the Data Processing Agreement which is incorporated herein and made part of this Agreement:https://truvid.com/data-protection-agreement

8.3. Advertiser warrants and represents that, to the extent applicable to Advertiser Content, Advertiser shall: (i) provide the End User with disable functionalities (e.g., close button, "X", etc.) that close the promotional Content and do not trigger new promotional Content; (ii) clearly label promotional Content as an advertisement and the entity or software or application generating the advertisement to the End User (e.g., "ads brought to you by…"); (iii) clearly distinguish the promotional Content from the webpage (e.g., the promotional Content may not mimic SERP and shopping sites); (iv) provide the End User with instructions concerning opt-out mechanisms.

8.4. The Advertiser and Advertiser Content shall not in any manner infringe End User's privacy rights and shall not collect, transmit, disclose, copy, or use End User's Personal Data without the End User's explicit and informed consent or to the extent applicable, another valid and lawful basis. The Advertiser shall provide End User with legible Privacy Policy which shall be available for display to any End User before any information is being collected and shall describe the actual usage of the End User's Personal Data by and on behalf of Advertiser. Such Privacy Policy must have clear and accurate description of the information that is collected, used or shared with third parties, the method and purpose of collection, and the type of recipients of any such collected information.

9. Company's Assets

9.1. Subject to a two (2) business day's prior written notice, Company reserves the right, at its sole discretion, to add additional guidelines or requirements during the term hereof in the event the industry guidelines shall be updated.

9.2. Company or its supply partners shall have the right, at their sole discretion, to immediately remove the Advertiser Content without notice from Company Assets if: (i) Company or its supply partners receives a complaint from any third party regarding the Advertiser Content, or any related Content; (ii) Company or its supply partners reasonably believes that promoting the Advertiser Content will have an adverse impact on the Company Assets, or on Company’s or its supply partner's reputation; (iii) the Advertiser Content is in violation of the Agreement or in breach of any applicable law, rule or regulation, or industry best practices; or (iv) the Advertiser Content breaches any third party's right. Advertiser acknowledges and agrees that Company or its supply partners will not be liable to Advertiser or to any other third party for Claims, damages or costs resulting from or connected to the removal of the Advertiser Content in connection to the foregoing.

10. Consideration

10.1. Advertiser shall pay the Consideration due to the Company, as specified in the Insertion Order executed by the Parties.

10.2. The Consideration due to Company is independent of Advertiser’s collection efforts and will be fulfilled in full within the Payment Terms set out in an applicable IO.

10.3. Company scans Company Assets for Fraudulent Activity prior to delivery. In case Advertiser deems Fraudulent Activity to be detected on Company Assets: (i) Advertiser must notify Company within twenty four (24) hours ("IVT Notice") and allow Company to take corrective actions within such twenty four (24) hours; (ii) Advertiser will include in its IVT Notice a supporting report produced by an MRC accredited verification solution (e.g., Human, DoubleVerify, Moat etc.) to validate such claims. If no proof is provided, billing deductions will not be approved, and Advertiser will pay Company in full; and (iii) both Parties will work in good faith to resolve any issues or deductions. It is clarified that Advertiser will not withhold payments for non Fraudulent Activity, under no circumstances.

10.4. Advertiser shall provide Company with daily reports, containing up-to-date statistics, which details the number of impressions, views, clicks, engagements, installations, downloads, or any other similar action used as a basis for the calculation of the Consideration ("Actions"), as well as a calculation of the Consideration and any other relevant information reasonably requested by Company or agreed between the Parties, in a format reasonably satisfactory to Company.

10.5. Advertiser hereby acknowledges that Company monitors the number of Actions, and in event in which Advertiser reports are discrepant by more than five percent (5%) to the detriment of Company, Company reserves the right upon written notice to Advertiser, to initiate an investigation and resolution process of the discrepancy. Upon receipt of such notice from Company, the Parties shall collaborate in good faith to investigate and resolve the discrepancy. Should the Parties fail to resolve such discrepancy within 30 days of Company's notice, Company shall be entitled to immediately terminate this Agreement upon notice and all Consideration yet unpaid at the time of termination shall immediately become due.

10.6. Unpaid Consideration is subject to interest of 1.5% per month on any outstanding balance (or otherwise the highest interest rate permitted by law), plus all costs and expenses related to collection. In the event of any failure by Advertiser to make payment, Advertiser will also be responsible for all reasonable expenses (including attorneys' fees) incurred by Company in collecting such amounts.

10.7. Each Party shall be solely responsible for any taxes, costs or expenses it incurs in connection with performance of its obligations or acceptance of privileges under this the Agreement.

10.8. During the Term of this Agreement and for one (1) year thereafter, Company at its own expense and no more than twice per year, will be entitled to retain a reputable, independent, accounting firm solely for the purpose of auditing, at a mutually agreed upon time during normal business hours, only those records of Advertiser that are necessary to verify Advertiser’s computations of Actions and Considerations under this Agreement. Such audit shall be conducted in accordance with generally accepted auditing standards and are subject to confidentiality requirements by Company. In the event an audit definitively finds that Advertiser has underpaid the Consideration due to Company, then (i) Advertiser shall promptly pay Company the amounts yet unpaid, and (ii) if the amount of any underpayment to Company is five percent (5%) or greater for the period reviewed, then, in addition to the payment of any amounts due and as yet unpaid, Advertiser shall also reimburse Company for costs of the audit.

10.9. All payments under this Agreement will be in the currency agreed upon under the applicable Insertion Order, and inclusive of any applicable taxes, including or any other national, state or local tax expressly VAT.

10.10. Advertiser will provide the Company with accurate and complete billing information including a valid credit or debit card or any other payment method as further detailed in the applicable Insertion Order. If payment is made via a credit or debit card, Advertiser authorizes the Company to charge all Considerations incurred to the designated card and acknowledges that periodic (monthly or annual) Considerations may be charged automatically and without separate authorization unless otherwise provided on an applicable Insertion Order.

11. Disclaimer of warranties

11.1. To the maximum extent permitted by law, without derogating of any of the terms of this Agreement, the Company Assets are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties or conditions of any kind, either express or implied, including, without limitation, any warranties or conditions of title, performance, non-infringement of third-party rights, merchantability or fitness for a particular purpose. In addition, Company does not represent or warrant that: (i) the Company Assets or any part therein will be accurate, complete, error free or that any errors will be corrected or (ii) that the operation of the Company Assets or any part therein will be uninterrupted.

11.2. Without derogating of any of the terms of this Agreement, to the extent Company Assets incorporates any third-party materials or software, such materials or software are provided "AS IS" and subject to the terms and restrictions of the applicable third party. Company makes no warranty whatsoever regarding the third-party materials or software, without derogating of any of the terms of this Agreement.

12. Limitation of Liability

12.1. To the extent permitted by law, in no event shall either Party be liable to the other Party for lost profits or business opportunities, loss of use, loss or inaccuracy of data, cost of procurement of substitute goods or services, software, systems or services, or for special, incidental, indirect, punitive or consequential damages, however caused, and under any theory of liability, whether for breach of contract, tort (products liability, strict liability and negligence), or otherwise, arising from or related with the Agreement, whether or not the Party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy stated herein.

12.2. Without derogating from any of the foregoing, in no event will the Company's aggregate liability for any Claim arising out of or related to the Agreement, to the fullest extent possible under applicable law, exceed the monthly average of Consideration made under this Agreement with respect to three (3) months preceding any Claim under which such liability shall arise. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or other damages, so the above limitations and exclusions may not apply.

12.3. No action arising under or relating to this Agreement, regardless of its form, may be brought by Advertiser more than six (6) month after the cause of action has accrued and in any event no later than six (6) months after the expiration and/or termination of this Agreement. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between the parties.

13. Indemnification

13.1. Except as otherwise set forth in this Agreement, each Party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its shareholders, directors, officers, employees and agents ("Indemnified Party"), from and against all Claims and Losses that result or arise from Claims commenced or prosecuted by any third party against the Indemnified Party due to or related to a breach by the Indemnifying Party's representations under this Agreement.

13.2. The Indemnified Party will: (i) promptly notify the Indemnifying Party of any Claim; (ii) provide the Indemnifying Party, at the cost of the Indemnifying Party, reasonable information and assistance in defending the Claim; and (iii) give the Indemnifying Party control over the defense and settlement of the Claim; provided, however, that any settlement will be subject to the Indemnified Party’s prior written approval, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnified Party will not be required to allow Indemnifying Party to assume the control of the defense of a Claim, in which case the Indemnified Party will assume the control at Indemnifying Party's costs, to the extent that the Indemnified Party determines that: (1) such Claim relates directly to the Company Assets (if the Advertiser is the Indemnifying Party), or to the Advertising Content or Software (if the Company is the Indemnifying Party); or (2) the relief sought against the Indemnified Party is not monetary damages; in addition, the Indemnified Party may join in the defense of any Claim at its own expense.

14. Confidentiality

During the Term of this Agreement and thereafter, each Party agrees that it will not disclose or use 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 five (5) years thereafter to prevent the disclosure of the other Party's Confidential Information other than to its employees, subsidiaries or other agents who must have access to such Confidential Information fur such Party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section. The Confidentiality obligations herein shall survive any termination or expiration of this Agreement.

15. Independent Contractors

The Parties hereto are independent contractors and nothing herein constitutes or creates an employer-employee, agency, joint venture or representative relationship between the Parties, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.

16. Force Majeure

Except for payment obligations under this Agreement, neither Party hereto shall be liable for any loss, damage, or penalty resulting from such party's failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, such as, without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, or labor strikes.

17. Assignment

Neither Party may assign any of its rights or obligations hereunder without the prior written consent of the other Party. Assignments in violation of the foregoing shall be void and material breach of this Agreement. Notwithstanding the forgoing Company may assign its rights and obligations under this Agreement without the consent of Advertiser in the event of a corporate reorganization, consolidation, purchase, merger or transfer of the Company or any of the Company Assets (in whole or in part). This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors, executors, administrators, heirs and permitted assigns.

18. Severability

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.

19. Entire Agreement

This Agreement, and any applicable Insertion Order constitute the entire agreement between the Company and Advertiser with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Without derogating from the generality of the foregoing, in the event that the terms of this Agreement are in conflict to the terms of any other agreement, document, provision, quote, order, acknowledgment, or other communications between the Parties, the terms of the DPA shall prevail, then this Agreement, over such conflicting terms (even if the conflicting terms are incorporated in a written instrument signed by the Parties after the execution of this Agreement, unless the Parties specifically referred in such instrument to the name and date of this Agreement and to the amendment of its terms and conditions). No online click-through, browse through, terms, conditions and/or policies of Advertiser or any other third party shall be deemed to have modified this Agreement, notwithstanding any requirement to technically click on or fill-in any check-in boxes in order to access any online service or interface. Only a physical ‘pen and ink’ signature or its digital equivalent, of the duly authorized representative of the Parties, shall modify or supplement the terms of this Agreement.

20. No Waiver

No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the other Party. No waiver or consent by either Party to deviate from the provisions of this Agreement shall operate as a waiver of any subsequent right.

21. Governing Law, Jurisdiction.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without regard to principles of conflicts of law. The Parties hereby consent and agree that the courts located in Tel Aviv shall have exclusive jurisdiction on any matter arising in connection herewith.