# TABOOLA TERMS OF SERVICE

These Terms of Service (“**TOS**”) apply to the content-delivery platforms, widgets, analytics tools, and other technical applications offered through third-party websites by Taboola, Inc. with registered office at 1115 Broadway, 7th Floor, New York, NY 10010, USA or its affiliates (“**Taboola**,” “**we**,” “**us**,” or “**our**”), described further below and collectively referred to as the “**Services**.”

## 1. Description of the Services

The Services consist of us offering a content discovery widget (“**Widget**”) that you may see on third-party websites of our publisher customers, who allow us to place our Widget on their websites or applications in order to redistribute their own content or to distribute the content of our advertiser customers (collectively, the “**Customers**“) to visitors of the publisher customer’s website based on what it believes the visitor would be most interested in reading or viewing.

The availability of the Services on a third-party website or application does not necessarily indicate any relationship or affiliation between us and those sites.

## 2. Relevant documents

### 2.1 Terms of Service

The Services are subject to these TOS and all applicable laws, rules, and regulations. We invite you to read these TOS carefully and contact us with any questions you may have regarding the Services we offer.

These TOS may be modified by us at any time. You can review the most current version of these TOS on our website, www.taboola.com, or by clicking on our “Sponsored Links by Taboola” icon. We invite you to periodically check for changes and/or updates to these TOS.

### 2.2 Privacy and cookie policy

The Services are partly offered based on the collection of information through cookies and other automated means of data collection.

We want to be as transparent as possible and have described the ways in which we collect your information and make use of these cookies and other automated means of data collection in our Privacy Policy and Cookie Policy, respectively. We encourage you to read these documents as they contain important information.

### 2.3 Third-party website policies

Our Services are offered on third-party sites, websites, or applications and/or may link to content provided on those. These sites, websites, or applications will likely contain policies offered by the third parties concerned, such as terms of use, privacy policy, and other. We recommend you to read these policies as well but we note that we are in no way responsible for the accuracy, completeness, and lawfulness of these policies. We recommend you to contact the third party concerned should you have questions in relation to those policies.

## 3. Offering of the Services

The Services are offered to you as a result of an agreement between us and our Customers. You understand that we may modify or discontinue the Services or any of its features at any time in our sole discretion without any responsibility or liability to you.

Moreover, you are not entitled to any support, upgrades, updates, add-ons patches, enhancements, or fixes for the Services except in Taboola’s sole discretion.

## 4. Rights in the Services

As between Taboola and you, title, ownership rights, and intellectual property rights in and to the Services and any derivatives or modifications thereof, in whole or in part, remain with Taboola.

You do not acquire any right, title, or interest in any content on the Services by virtue of accessing the Services or using them as permitted under these TOS.

No license to use or reproduce any logo or trademark included on the Services is granted to you by these TOS or otherwise. The trademarks, logos, service marks, and business names displayed on the Services are protected, whether or not they are registered. Any unauthorized use of content or information posted on or through the Services and any unauthorized reproduction, retransmission, or other use of any part of the Services may infringe our, or third parties’ copyrights, trademarks, privacy, publicity, or other rights.

To the extent technically possible, and without prejudice to the generality of other clauses in these TOS, you are explicitly prohibited to:

- remove, obscure, or change any copyright, trademark, hyperlink, or other proprietary rights notices contained within the Services;
- modify, adapt, disassemble, decompile, translate, reverse engineer, or otherwise attempt to discover the source code or structure, sequence, and organization of the Services or any content contained therein;
- impact the Services in any manner that could damage, disable, overburden, or impair the Services, Taboola, the third-party website or application on which the Services are available, or any other person or entity; or
- collect any information (including, without limitation, email addresses) about other users of the Services or Customers; create or transmit unwanted electronic communications to other users of the Services or Customers; or otherwise interfere with such users’ or Customers’ enjoyment of the Services.

Unless otherwise expressly authorized in these TOS or on the Services, you may not take any action to interfere with the Services or any other user’s enjoyment of the Services. You expressly agree that you will not copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the Services without our prior written consent. You agree not to bypass any measures we may use to prevent or restrict access to the Services.

## 5. Digital Millennium Copyright Act (“DMCA”) Notice

We are committed to complying with U.S. copyright and related laws, and we require all of our Customers who disseminate content through the Services to comply with these laws. Accordingly, our users (including you) may not disseminate any material or content using the Services in any manner that constitutes an infringement of third-party intellectual property rights, including rights granted by U.S. copyright law. Owners of copyrighted works who believe that their rights under U.S. copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. It is our policy in accordance with the DMCA and other applicable laws to reserve the right to terminate the rights of any user to access the Services if any such user is either found to infringe third-party copyright or other intellectual property rights, including repeat infringers, or who we believe, in our sole discretion, are infringing these rights. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Our designated agent (*i.e.,* the proper party) to whom you should address such notice is: copyright@taboola.com.

If you believe that content that you or a third party owns has been used via the Services in a way that violates your or someone else’s copyright or other intellectual property rights, please provide us with the following information:

- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

## 6. Limitation on Liability and Disclaimers

**ALL PROVISIONS SET OUT BELOW IN THIS SECTION 6 WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW.**

THE SERVICES, INCLUDING ALL CONTENT THEREIN, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TABOOLA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS OF THE SERVICES, INCLUDING ALL CONTENT THEREIN, IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. TABOOLA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TABOOLA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION CONTAINED WITHIN OR PROVIDED THROUGH THE SERVICES. TABOOLA DOES NOT WARRANT THAT THE SERVICES OR SERVICES’ CONTENT OR THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT TABOOLA) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, AND CORRECTION OF ANY OF YOUR SYSTEMS.

TABOOLA EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE SERVICES. IN NO EVENT SHALL TABOOLA, ITS PARENT OR ITS SUBSIDIARY OR AFFILIATED COMPANIES, OR EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (COLLECTIVELY, “RELEASED PARTIES”), BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS, OR EXPENSES WHATSOEVER, INCLUDING WITHOUT LIMITATION, RESULTING FROM (I) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO, FROM OR VIA THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (V) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY USE OF THE SERVICES OR, (VI) OTHERWISE RESULTING FORM THE USE OF THE SERVICES. NOTWITHSTANDING THE FOREGOING, IF THE RELEASED PARTIES ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES OR ANY CONTENT CONTAINED THEREIN, RELEASED PARTIES’ LIABILITY SHALL IN NO EVENT EXCEED FIVE US DOLLARS (US $5.00).

## 7. Indemnity

To the fullest extent permissible pursuant to applicable law, you agree that you will defend, indemnify and hold harmless Taboola, its parent, subsidiary, and affiliated companies, each of the foregoing entities’ respective employees, officers, directors, representatives and agents from any and all claims, demands, causes of action, damages, losses, costs, and expenses in any way arising out of your actions or omissions to act including without limitation (i) your violation of any provision contained in the TOS; (ii) your violation of any third-party right, including without limitation any copyright, intellectual property, or privacy right, and/or (iii) violations of any and all applicable laws, rules or regulations from any jurisdiction.

## 8. Links to Other Sites

The Services, including content therein, may contain links to third-party sites, websites, or applications or may be available on third-party sites, websites, or applications. These links are provided as a convenience to you. Taboola does not control and is not responsible for the content of such third-party websites or the conduct of the operators of such third-party websites, and does not make any representations regarding the accuracy, copyright, or other statutory or regulatory compliance, legality or decency of any of the content or other materials on such third-party websites. Taboola encourages you to exercise discretion while browsing the Internet. If you decide to access linked third-party sites, websites, or applications, you do so at your own risk.

## 9. Termination

Taboola reserves the right, at any time and in its sole discretion, to discontinue offering the Services in whole or in part and/or to restrict the offering of the Services to certain geographical regions, persons, or other predefined categories. In each event, even in case of discontinuance, Sections 6 (Limitation on Liability and Disclaimers), 7 (Indemnity) and 10 (General) will survive.

## 10. General

These TOS shall be governed by the laws of the State of New York, without regard to its conflict of laws principles, unless otherwise stated by mandatory laws. Any action shall be brought exclusively in the courts located in the county of New York, New York and you hereby consent to such jurisdiction and venue to the extent permitted by applicable law. In no event shall any claim, action, or proceeding by you related in any way to the Services be instituted more than one (1) year after the cause of action arose. If any provision of the TOS (or part of such provision) is found to be invalid or unenforceable by any court having competent jurisdiction, then that provision (or part of that provision) shall be deemed severable from the TOS and shall not affect the validity and enforceability of any remaining provisions — that invalid or unenforceable (part of the) clause will be replaced by a valid and/or enforceable, as the case may be, (part of the) clause which is as close to the original intention of the parties as possible. The failure of Taboola to insist upon or enforce any of the provisions of these TOS, or to exercise any rights or remedies under these TOS, will not be construed as a waiver of Taboola’s right to assert or rely upon any such provisions, rights, or remedies in that or any other instance; rather, the same will be and remain in full force and effect. No waiver of any term of these TOS shall be deemed a further or continuing waiver of such term or any other term. These TOS, the Privacy Policy, and the Cookie Policy constitute the entire agreement between you and Taboola with respect to the offering of our Services to you.