# TABOOLA TERMS AND CONDITIONS FOR UNITED STATES

**TERMS AND CONDITIONS TO DISTRIBUTING CONTENT ON THE TABOOLA NETWORK
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Pursuant to these Terms and Conditions to Distributing Content on the Taboola Network (the “Terms”): (a) Taboola.com Ltd. (“Taboola”) shall distribute the Advertiser Content (defined below) via Taboola’s content recommendation distribution platform (the “Platform”) on Taboola owned or third party websites, digital properties , apps, utilities, platforms, operating systems, notifications or devices and partners with or on which Taboola or its affiliates have a relationship (each, a “Taboola Property” collectively the “Taboola Network) in order to generate Impressions (as defined below) or drive traffic to Advertiser’s designated landing page URLs (the “Service”), and (b) Advertiser shall (i) provide Taboola this content (e.g., landing page URLs, headlines, thumbnail images, or videos) or advertisements (the “Advertiser Content”) via Taboola’s web-based campaigns submissions wizard (the “Wizard”) or Taboola’s proprietary analytics dashboard (“the Analytics Dashboard”), and (ii) compensate Taboola for the Service pursuant to the parameters agreed to by the parties. These Terms, along with Taboola’s Advertising Policies (“Taboola’s Advertising Policies”), located at www.taboola.com/advertising-policies, and Taboola’s Data Use Policies, located at https://www.taboola.com/advertiser-data-use-policy, shall govern the relationship between Advertiser and Taboola for any orders to run Advertiser Content on the Taboola Network (each a “Campaign”) as authorized by Advertiser, whether such authorization is granted via the Wizard, subsequent insertion orders, email, the Analytics Dashboard, or otherwise, and they represent the parties’ common understanding for doing business (the “Agreement”).

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**Grant of Rights**:- Advertiser grants Taboola a limited, revocable, non-exclusive, royalty-free right and license to (i) access, index, host, compress (if applicable) and otherwise use the Advertiser Content and the Campaign details (e.g., Advertiser Content description, Advertiser’s landing page URLs, budget per Campaign period (the “Campaign Budget”), Campaign dates, Campaign key performance indicators, pricing information, and targeting and tracking information) (the “Campaign Details”) to recommend Advertiser Content the Taboola Network until such time that the amount due to Taboola for the distribution of such Campaign reaches the Campaign Budget set by Advertiser in the Wizard or any insertion order or in the Analytics Dashboard; (ii) use Advertiser Content, Advertiser’s name, logo, trademarks, and any other proprietary content provided by Advertiser (x) in connection with the recommendation of Advertiser Content and (y) for Taboola’s own marketing purposes in referring to Advertiser as a client, and such use shall be subject to Advertiser’s standard trademark and content usage guidelines and quality review, if any, as provided to Taboola; and (iii) share Campaign performance data captured by Taboola’s tracking logs with the Taboola Properties.
- Taboola grants Advertiser a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free right during the term to access and use the Analytics Dashboard solely for purposes of managing Advertiser’s Campaigns and reviewing the analytics associated with Advertiser’s Campaigns. Advertiser understands and agrees that Advertiser is solely responsible for its own actions in the Analytics Dashboard, if Advertiser chooses to use Taboola’s Campaign Management feature, and Advertiser 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 the Analytics Dashboard 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”).
- Except as otherwise specifically set forth herein, the grant of the foregoing licenses does not confer on either party any other 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 (the “Intellectual Property Rights”).

**Advertiser’s Content****:**Taboola reserves the right to (i) reject or remove any Advertiser Content, (ii) pause any Campaign, (iii) restrict Advertiser’s access to the Wizard or the Analytics Dashboard, or (iv) cap Advertiser’s Campaign Budget in any given Campaign Month. To the extent that Advertiser requests that Taboola assist with the optimization of any of Advertiser’s Campaign titles and Taboola agrees to do so, Advertiser (i) represents and warrants that it can substantiate any and all information that it has provided to Taboola for use in the creation of such titles; (ii) shall be solely responsible for all claims made in such titles; and (iii) shall indemnify Taboola for any Losses (as defined below) arising out of any such Campaign titles.2. Advertiser shall not attempt to gain access to the accounts of other Taboola customers or to extract data from the Analytics Dashboard for commercial purposes.


**Campaign Details****:**- Payment: Before distributing Advertiser’s Content on the Taboola Network, Taboola may require a prepayment of the Campaign Budget a. for any Campaign Month (“Prepayment”) from Advertiser before distributing the Advertiser’s Content until such time that advertiser has established a credit history with Taboola, which Prepayment shall be made via credit card through the Wizard. All payments made by credit card will incur a processing fee of 2.0% – 3.5% (region depending) per transaction, which will be reflected in the invoice. In the absence of a Prepayment, Taboola will charge the credit card submitted by Advertiser via the Wizard once the Campaign spend reaches certain increments set by Taboola. Any late payments will accrue interest equal to one-and-one-half percent (1.5%) per month, or the maximum amount allowable under law, whichever is less, compounded monthly. If Advertiser withdraws its credit card information prior to the end of its Campaign and does not replace it with a valid alternative method of payment, Taboola reserves the right to, notwithstanding the withdrawal, charge the credit card for all Campaigns that were initiated prior to withdrawal (this includes the tail payment owed for the amount spend below the established increment). In addition to any other rights or remedies that Taboola may have, Advertiser’s failure to pay any invoices as set forth herein may result in Taboola cancelling or pausing Advertiser’s Campaigns. Further, if Advertiser fails to make any payment as set forth herein, Advertiser shall pay all reasonable expenses (including attorneys’ fees) incurred by Taboola in collecting such payments. Upon the conclusion of each calendar month that the Campaign is running on the Taboola Network (each a “Campaign Month”), the Analytics Dashboard will provide Advertiser with details regarding the amount of Clicks on Advertiser’s Content and the amount of the Prepayment, if applicable, spent by Advertiser (based on the cost per click set by Advertiser in the Analytics Dashboard during the Campaign Month). Advertiser acknowledges that any analytics provided in the Analytics Dashboard are estimates, and will only be finalized after fourteen (14) days of the Campaign Month. For purposes of clarity, all payments shall be made in the currency designated by Taboola, unless otherwise agreed to in a separate writing between the parties.
- For each Campaign, , the parties will agree to one of the following payment, except that only video Advertiser Content will be eligible to be paid on a CPM, vCPM, or CPCV model (each as hereinafter defined): (i) Cost per Click (“CPC”): Advertiser pays Taboola each time a visitor to a Taboola Property (a “Visitor”) clicks on Advertiser Content. A click will be counted each time a Visitor clicks on Advertiser Content as measured and reported in Taboola’s tracking logs (the “Click”), which are available to Advertiser anytime on the Analytics Dashboard; (ii) Cost per Thousand Impressions (“CPM”): Advertiser pays Taboola for each Advertiser Content impression and, in the case of video Advertiser Content, once a video ad has started to play (i.e., the first frame). An impression will be counted each time Advertiser Content is displayed on a Taboola Property (the “Impression”); (iii) Cost per Thousand Viewable Impressions (“vCPM”): Advertiser pays Taboola only for viewable Impressions and, in the case of video Advertiser Content, a video ad is deemed viewable when at least fifty percent (50%) of its pixels appear on-screen for at least two (2) consecutive seconds; and (iv) Costs per Completed View (“CPCV”): Advertiser pays Taboola each time a Visitor views video Advertiser Content until Completion. Completion occurs when: (1) a Visitor views video Advertiser Content until the end of the video; (2) the video Advertiser Content runs for at least thirty (30) seconds; or (3) the Visitor clicks on the video Advertiser Content. CPCs, CPMs, CPCvs, vCPMs are dynamic (i.e. they might be adjusted in order to effectively compete for a particular ad placement). Except as otherwise set forth herein, all of the foregoing payment models are inclusive of all costs associated with running a Campaign on the Taboola Network, including, without limitation, all data, tech, ad serving, brand safety, and auction costs.
- Taboola may at any time during the Term, in its sole discretion, grant Advertiser a credit line. If Advertiser is given a credit line, within fourteen (14) days of the conclusion of each Campaign Month Taboola shall send Advertiser an invoice setting out the charges for such Campaign Month and the balance due. Any objection to any invoice shall be stated in writing to Taboola within ten (10) days of receipt of the invoice, otherwise Advertiser waives such objections and such invoice will be deemed final, not subject to dispute, and accepted by Advertiser. Advertiser acknowledges that any analytics provided in the Analytics Dashboard or over email during the Campaign Month are estimates, and that each invoice shall reflect the final charges for each Campaign Month and the balance due. Advertiser shall pay each invoice within thirty (30) days of the conclusion of each Campaign Month. Any late payments will accrue interest equal to one-and-one-half percent (1.5%) per month, or the maximum amount allowable under law, whichever is less, compounded monthly. In addition to any other rights or remedies that Taboola may have, Advertiser’s failure to pay any invoices as set forth herein may result in Taboola cancelling or pausing Advertiser’s Campaigns. Further, if Advertiser fails to make any payment as set forth herein, Advertiser shall pay all reasonable expenses (including attorneys’ fees) incurred by Taboola in collecting such payments. If Taboola agrees to a written request by an Advertiser to send an invoice to a third party on Advertiser’s behalf, Advertiser agrees to remain responsible and liable for payment, and if such third party does not pay the invoice within the thirty (30) day payment period, Advertiser shall immediately pay all such amounts to Taboola.

- Invoice Taxes: Taboola may charge any applicable national, state, or local sales or use taxes or value added taxes that Taboola is legally obligated to charge (the “Taxes”). If applicable, Advertiser may provide Taboola with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case Taboola will not charge or collect the Taxes covered by such certificate. In the event that any amount payable by Advertiser hereunder is subject to deduction or withholding for taxes, including value added taxes, the amount payable by Advertiser hereunder shall be increased such that the amount received by Taboola equals the amount stated on the applicable invoice. Upon written request, Taboola will provide Advertiser with any forms, documents, or certifications as may be required for Advertiser to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement. If applicable, advertiser will be responsible for reporting relevant taxes, including value added taxes, in its place of residency.
- Video Bandwidth Fees: Impressions of any video Advertiser Content that is 6MB or larger, shall incur a “Video Bandwidth Fee”, at a rate equal to five cents per gigabyte served ($0.00005/MB). 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).
- Data Fees: Advertiser may be given the ability to target its Advertiser Content to certain audiences on the Taboola Network by using Taboola-provided audience data segments based on inferred Visitor interests or demographics (“Data Segments”). If Data Segments are used, CPCs and invoices shall be inclusive of a “Data Fee.” Where Advertiser employs such Data Segments, the following restrictions shall apply:
- 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);
- Advertiser shall not resell the Data Segments; and
- 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.
- Advertiser shall not utilize the Data Segments in violation of any applicable law (including, if applicable, the Fair Lending Act).

- Campaign Information: Advertiser may change the Campaign Details for a particular month, a portion of a month, or on a going-forward basis at any time dashboard in the Analytics Dashboard. Advertiser acknowledges and agrees that Taboola does not guarantee how often it will recommend any Advertiser Content or that the number of Clicks during any period will fully exhaust Advertiser’s Campaign Budget. For purposes of clarity, the Campaign Budget shall be in the currency designated by Taboola, unless otherwise agreed to in a separate writing between the parties.
- Reporting: Taboola’s measurements regarding Clicks are the definitive measurements under this Agreement and will be used to calculate the amounts due to Taboola hereunder.

- Payment: Before distributing Advertiser’s Content on the Taboola Network, Taboola may require a prepayment of the Campaign Budget a. for any Campaign Month (“Prepayment”) from Advertiser before distributing the Advertiser’s Content until such time that advertiser has established a credit history with Taboola, which Prepayment shall be made via credit card through the Wizard. All payments made by credit card will incur a processing fee of 2.0% – 3.5% (region depending) per transaction, which will be reflected in the invoice. In the absence of a Prepayment, Taboola will charge the credit card submitted by Advertiser via the Wizard once the Campaign spend reaches certain increments set by Taboola. Any late payments will accrue interest equal to one-and-one-half percent (1.5%) per month, or the maximum amount allowable under law, whichever is less, compounded monthly. If Advertiser withdraws its credit card information prior to the end of its Campaign and does not replace it with a valid alternative method of payment, Taboola reserves the right to, notwithstanding the withdrawal, charge the credit card for all Campaigns that were initiated prior to withdrawal (this includes the tail payment owed for the amount spend below the established increment). In addition to any other rights or remedies that Taboola may have, Advertiser’s failure to pay any invoices as set forth herein may result in Taboola cancelling or pausing Advertiser’s Campaigns. Further, if Advertiser fails to make any payment as set forth herein, Advertiser shall pay all reasonable expenses (including attorneys’ fees) incurred by Taboola in collecting such payments. Upon the conclusion of each calendar month that the Campaign is running on the Taboola Network (each a “Campaign Month”), the Analytics Dashboard will provide Advertiser with details regarding the amount of Clicks on Advertiser’s Content and the amount of the Prepayment, if applicable, spent by Advertiser (based on the cost per click set by Advertiser in the Analytics Dashboard during the Campaign Month). Advertiser acknowledges that any analytics provided in the Analytics Dashboard are estimates, and will only be finalized after fourteen (14) days of the Campaign Month. For purposes of clarity, all payments shall be made in the currency designated by Taboola, unless otherwise agreed to in a separate writing between the parties.
**Campaign Management**: Advertiser understands and agrees that Advertiser is responsible for its own actions in the Analytics Dashboard 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 the Analytics Dashboard for any reason or no reason.**Representations and Warranties:**-
- Each party hereto represents and warrants that it has the full power and authority to enter into this Agreement and to consummate the transaction contemplated herein and that the persons executing this Agreement on each party’s behalf have the authority to do so. The parties hereto agree to perform any and all lawful additional acts, including without limitation, execution of additional stipulations, agreements, documents, and instruments, as are reasonably necessary or as reasonably requested by any party hereto at any time to effectuate the intent of this Agreement, to satisfy the Terms contained herein, or to give full force and effect to this Agreement.
- 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, including, without limitation, the Intellectual Property Rights therein; (ii) its Advertiser Content and the content on Advertiser’s landing pages will not infringe upon the rights of any third party; (iii) it will comply with and ensure that its Advertiser Content and the content on Advertiser’s landing pages shall contain all disclosures required by the Federal Trade Commission’s (“FTC”) rules, regulations, guidelines, and other industry standards and practices; (iv) its Advertiser Content and the content on Advertiser’s landing pages will comply with Taboola’s Advertising Policies, which may be updated from time to time; (v) it will comply with these Terms and Conditions, which may be updated from time to time; (vi) it will comply with all applicable laws and regulations in its use of the Service , and including but not limited to economic sanctions and export control laws and regulations of the United States and, as applicable, other jurisdictions; (vii) to the extent that Advertiser utilizes Data Segments, Advertiser will comply with Taboola’s Advertiser Data Use Policy; (viii) to the extent that Advertiser sends data to Taboola for audience suppression or targeting purposes or to build custom look-a-like audiences for Advertiser, Advertiser’s collection of and instructions on how to use such data will comply with all applicable laws (including, if applicable, the Fair Lending Act), Taboola’s Advertiser Data Use Policy, and disclosures made to Visitors ; (ix) it is not subject to nor owned or controlled by any person that is subject to sanctions or export control restrictions imposed pursuant to U.S. law or the laws of any other jurisdiction applicable to the performance of this Agreement; and (x) it will not take any action that could result in economic sanctions or other trade control restrictions or penalties being imposed on Taboola. In addition, Advertiser represents that all of the business and payment information provided by it to Taboola is true, correct, and accurate and that Advertiser is a valid business entity or individual and not a fictitious or nonexistent entity or individual. If Advertiser is a “doing business as” entity, Advertiser agrees that the business entity doing business as Advertiser under this Agreement shall be liable for all of Advertiser’s obligations hereunder and that the person executing this Agreement on behalf of Advertiser agrees to be personally bound to the terms of this paragraph and personally liable for any breach thereof.
- 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 THE 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 (INCLUDING GEO-LOCATION TARGETING), COMPLETENESS, OR CORRECTNESS.


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**Content and Data Ownership**:- Ownership of Content: As between the parties, Taboola owns all Intellectual Property Rights in the Platform as well as the data that it collects, 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 displayed 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.
- Ownership of Data: Each party shall own all right, title and interest in and to all data (including all passively- collected or machine-readable data, such as data based on browser type and device identifiers) that is collected on or through such party’s servers or networks (as to each, “Collected Data”), and such ownership rights include (as to each party) the right to sublicense its respective Collected Data and to create derivative works or modeled data sets and analytics from such Collected Data. In the case of Taboola, Taboola’s Collected Data shall include, without limitation: information collected from Visitors when interacting with Advertiser Content or Advertiser’s websites (such as landing page or subsequent page visits or Clicks); IP addresses; browser and operating system information, and mobile device information, IDFAs, and Android Ad IDs (as applicable). The foregoing shall further include any reports created, compiled, analyzed, or derived by a party with respect to such data. Taboola’s data collection practices are reflected in its privacy policy, which Taboola recommends that Advertiser review from time to time.
- Data Restrictions: Notwithstanding the foregoing ownership provisions, Taboola agrees to not disclose any Campaign-related data to any third party (except for the owners of the Taboola Properties for reporting and analytic purposes) for any commercial purpose on a non-aggregated basis (i.e., in a way that refers specifically to Advertiser, the Campaign, or any Advertiser brand). Further, notwithstanding the foregoing ownership provisions, if Advertiser is using audience targeting, data marketplace audiences, or look-a-like targeting, Advertiser shall not use its Collected Data to reverse engineer, build or rebuild any audiences based on audiences or Data Segments that are made available to Advertiser by Taboola provided that Advertiser may use the Collected Data for purposes of campaign attribution and analytics, and/or performance metrics.
- Taboola Pixels: Advertiser may place a Taboola pixel(s) or other tracking technology, as mutually agreed to by the parties, (the “Taboola Pixels”) on Advertiser’s landing pages. Taboola may update, change, or substitute the Taboola 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 Taboola 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 Taboola 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.

**Data Protection**:- Privacy: The parties agree that the Taboola Advertiser Privacy Terms located at https://www.taboola.com/policies/media-privacy-addendum/privacy-terms-for-advertisers and as updated from time to time (the “Advertiser Privacy Terms”), are incorporated by this reference into these Terms.

**Indemnification**:- 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, the “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 5 or (ii) a claim that the Platform 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 Platform with Advertiser Content or the content on Advertiser’s landing page.
- Advertiser shall indemnify, defend, save, and hold harmless Taboola, the owners of the Taboola Properties, and its and their parents, subsidiaries, and affiliates, and its and their representatives, officers, directors, agents, 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 Advertiser Content or content on Advertiser’s landing page infringes upon, violates, or misappropriates any third party Intellectual Property Rights, slanders, defames, or libels any person or entity, 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 Platform; and (iv) an allegation that Advertiser, Advertiser’s Content, content on Advertiser’s landing page, or products or goods being advertised in the Advertiser Content violate any applicable law or regulation.
- The parties agree that in seeking any indemnification hereunder, the party seeking indemnification (the “Claimant”) shall (i) promptly notify the other party (the “Indemnifying Party”) in writing of the claim triggering the indemnification being sought; (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. The Claimant will provide the Indemnifying Party with prompt notice of any claim (provided that the failure to promptly notify shall only relieve Indemnifying Party of its obligation to the extent it can demonstrate material prejudice from such failure) and, at the Indemnifying Party’s expense, provide assistance reasonably necessary to defend such 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, which consent shall not be unreasonably withheld or delayed. In addition, any legal counsel sought to be appointed to defend the indemnified claim(s) shall be subject to the prior written consent of the Claimant, such consent not to be unreasonably withheld or delayed.

**Limitation of Liability**: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TABOOLA BE LIABLE TO ADVERTISER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES. TABOOLA’S TOTAL LIABILITY TO ADVERTISER UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR ACCRUED BY ADVERTISER TO TABOOLA UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE DATE OF THE INITIAL EVENT GIVING RISE TO THE LIABILITY.**Confidentiality**: Each party shall disclose Confidential Information (as defined below) only to those of its representatives, officers, directors, agents, professional advisors, on-site contractors, and employees, and those of its parents, subsidiaries, and affiliates, who (i) are bound by written restrictions on use and disclosure and other confidentiality protections and (ii) the party 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 (a) to enforce the terms of this Agreement; (b) pursuant to a court order from a court of competent jurisdiction or subpoena, 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 or subpoena and, in the event that disclosure is required, only discloses the portion of Confidential Information that is legally required; or (c) pursuant to a regulatory investigation or enforcement. “Confidential Information” consists of (a) any technical information or plans concerning the Platform 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 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 the Taboola Properties.**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, without notice, in the event that Advertiser fails to comply with Taboola’s Advertising Policies. Advertiser may terminate any Campaign on twenty-four (24) hours’ written notice. Taboola may terminate or suspend Advertiser’s access to or use of the Service 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 upon Taboola’s, its affiliates’ or a third party’s Intellectual Property Rights, or the use of automated systems or software to extract data from the Sites for commercial purposes (also known as screen scraping), unless where Advertiser has a written agreement with Taboola particularly to this extent. In the event that Advertiser has made a Campaign Prepayment and Taboola discovers that Advertiser has violated Taboola’s Advertising Policies by using non-standard URL redirects to surreptitiously redirect Visitors to landing page content that (1) does not match the landing page content originally submitted for distribution through the Wizard or the Analytics Dashboard or (2) is not otherwise in compliance with Taboola’s Advertising Policies as a result of “cloaking” or other techniques that hide the true destination landing page that a Visitor 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.**Choice of Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of New York excluding its conflicts of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in the County of New York, New York and the parties hereby irrevocably consent to personal jurisdiction and venue therein and waive any right to object to venue in, or to seek a transfer from, such court. The parties hereto each expressly agree not to commence or maintain any action in any other court or forum in any way relating to or arising out of this Agreement. Notwithstanding the foregoing, in the event of Advertiser’s default of its obligations in Paragraph 4 above, Taboola shall have the right, if it so chooses, to commence an action against Advertiser for such default in the appropriate court in the venue and jurisdiction in which Advertiser resides or maintains assets.**Successors and Assigns**: This Agreement, including the rights and obligations of each party hereunder, shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, acquirers, successors, and assigns. This Agreement and any rights or obligations hereunder shall not be assigned or delegated without the prior written consent of the other party and shall not be unreasonably withheld or delayed, except that: (a) 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, so long as the acquirer agrees in writing to pay in full any outstanding balance Advertiser owes to Taboola under this Agreement ; and (b) Taboola may assign this Agreement, without Advertiser’s consent, to its parent company or any of its affiliates or subsidiaries.**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 adversely affected 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 any and 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 in this Agreement or to exercise any right under this Agreement shall not be construed as a waiver of that party’s right to do so at any later point. Taboola may modify these at any time. No click-through, online, purchase order or other terms, entered into before or after the execution of this Agreement, will inform the interpretation of this Agreement, or be or remain binding on the parties, and they shall be void. Preprinted terms in Advertiser purchase orders or other customer-generated ordering documents, or terms referenced or linked within them, will have no effect on this Agreement and are hereby rejected, regardless of whether they are signed by Taboola and/or purport to take precedence over this Agreement. In the event that any provision in this Agreement, including its Terms, as applied to any party or to any circumstance, shall be adjudged by a court of competent jurisdiction to be void, unenforceable or inoperative as a matter of law, then the same shall in no way affect any other provision in this Insertion Order, including its Terms, the application of such provision in any other circumstance or with respect to any other party, or the validity or enforceability of this Agreement as a whole. Paragraphs 6, 8-10, 3-4, and 16 of these Terms shall survive termination of this Agreement. Electronic signatures on this Agreement shall be as effective and enforceable as originals. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.