Terms & Condtions | Royal Rhino Digital

PUBLISHERS TERMS & CONDITIONS

The following terms and conditions shall govern the placement and delivery of advertising as set forth in any insertion orders or service agreements (“IO”) executed by and between Pink Lion Ltd DBA as Royal Rhino Digital (“Company”)” and Publisher ("Platform User"). Company and Platform User are each also referred to herein individually as a “Party” and collectively as the “Parties”

WHEREAS, Company serves and manages online advertising campaigns;

WHEREAS, Platform User seeks to utilize and integrate the Platform on a non-exclusive basis with respect to certain advertising campaigns, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual consideration, promises, representations, and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Definitions

1.1 “Advertisements” or “Advertising” shall mean advertisements for which Company pays for each Valid Click or Valid Lead, plus such other performance-based advertising products as Company may include within the System from time to time and elect to provide to Platform User hereunder.

1.2 "Click" means a click on an Advertisement which shall link to a Company Website or a click on a System Match by a Consumer.

1.3 “Company Partners” refers to Company’s participating advertisers, insurance agents, insurance carriers, and other insurance-related companies to whom Company may sell Clicks or Leads.

1.4 “Company Services” means the services offered by Company via the System;

1.5 “Company Website” refers to a website owned, operated, and/or hosted by Company.

1.6 “Consumer” means a third-party individual who clicks on an Advertisement or a System Match in order to obtain insurance quotes.

1.7 “Creative” means any marketing content, logos, ads and services created by Company for use within the Advertisement by Platform User in connection with this Agreement. Creative may include Platform User content if approved in advance and in writing by Company.

1.8 “Integrated Matches” refers to the placement of an Advertisement or a System Match on the Platform User Assets through the use of code generated by the System and provided by Company to Platform User.

1.9 “Invalid Clicks and Leads” refers to any clicks or leads that are: (a) generated via automated crawler, robots, or click generating scripts or other software; (b) that occur as a result of any incentive such as cash, credits, or loyalty points; (c) generated via creatives not created by Company or approved in advance and in writing by Company (d) generated as a result of conduct intended to artificially increase or inflate the number of clicks or leads generated that are related to this Agreement; (e) that are in violation of the advertising guidelines set by Section 8 of this Agreement; or (f) that are otherwise fraudulent.

1.10 “Lead” a Click converted into Lead Data associated with a Consumer.

1.11 "Lead Data” means PII and other information associated with a Lead for the purpose of enabling Company to contact and market its products and services to the associated Consumer.

1.12 “Platform User Assets” refers to a website, application or any other monetization method owned, operated, and/or hosted by Platform User.

1.13 “Net Revenues” means the total revenues actually received and collected by Company that are directly attributable to Valid Clicks or Valid Leads. In the event Company subsequently pays a refund to a Company Partner (and thereby reduces the applicable Net Revenues), the refund will be a reduction to Net Revenue in that period. The Parties will work together in good faith to reconcile

any overpayment to Platform User that has occurred following an applicable refund by Company to Company Partner.

1.14 "System" means the technology and business processes deployed by Company to purchase, sell, track, and report Clicks and Leads including but not limited to the Platform.

1.15 "System Matches" means any advertisement that is delivered by Company via the System.

1.16 “Valid Click or Leads” means a Click by a Consumer or a Lead whereby the consumer and/or his or her consumer data is successfully transferred to Company and/or the System in

accordance with the terms and conditions of this Agreement, with the express exclusion of any and all Invalid Clicks or Leads.

2. Services

2.1 Integrated Matches. Company will provide and/or make available Integrated Matches on Platform User Assets via the System.

2.2 System License. During the Term, Company grants to Platform User a non-exclusive, non-transferable right to use the System for purposes of this Agreement, subject to the terms and conditions set forth in this Agreement. Platform User may not allow any third-party to access the System without Company’s prior approval.

3. Payment and Reporting

3.1 CPC or CPL. If CPC or CPL is applicable, Company shall pay Platform User an agreed amount per Valid Click or Lead as set forth in the System. The calculation of the payment due in any given month shall be based on the Reporting (as set forth in Section 3.3 of this Agreement), and Platform User shall invoice Company for the appropriate payment each month.

Revenue Share. If Revenue Share is applicable, Company shall pay Platform User a predetermined and/or mutually agreed upon percentage of the Net Revenues (the “Revenue Share Payment”). The percentage of Net Revenues owed to Platform User shall be as set forth in the System or as otherwise agreed by the parties; this percentage may be raised/lowered upon approval by each Party, with email confirmation from each Party being sufficient. The calculation of the Revenue Share Payment due in any given month shall be based on the Reporting (as set forth in Section 3.3 of this Agreement), and Platform User shall invoice Company for the appropriate Revenue Share Payment each month.

3.2 Invoicing. Platform User shall render monthly invoices to Company for payment owed to Platform User for the prior calendar month under this Agreement (“Fees”). All invoices will be due and payable within sixty (60) days from the date of receipt of the invoice unless Company notifies Platform User in writing of any dispute with an amount set forth on an invoice. Fees due to Platform User shall be calculated by the System, as well as any other factors determined by Company and agreed upon by Platform User and shall be based on the data reported under Section 3.3 of this Agreement. Payment will not be made to Platform User for any revenue generated by Invalid Clicks or Leads. All payments will be made in U.S. dollars.

3.3 Reporting. Company shall provide reporting access to Platform User within the Company System on a regular basis (the “System Reporting”). The System Reporting shall determine final billable amounts due each month to Platform User. All data and information within the System Reporting is confidential and shall not be disclosed by Platform User to any third parties without Company’s prior written approval. If Platform User reasonably objects to or otherwise disputes any of the amounts or items calculated within the System Reporting, Platform User shall provide Company with notice of the disputed portion within five (5) days from Platform User’s receipt or access of the System Reporting at issue.

4. Term and Termination

4.1 This Agreement shall take effect on the Effective Date mentioned in the IO and shall continue in effect until terminated by either Party in accordance with this Agreement.

4.2 Either Party may terminate this Agreement for convenience and without cause at any time by giving the other Party thirty (30) days’ advance written notice.

5. Representations and Obligations of Company

5.1 Company will use commercially reasonable efforts to maintain and operate the System. In addition, to the extent applicable, Company will provide technical assistance to Platform User with respect to the System and Integrated Matches, as reasonably requested.

6. Representations and Obligations of Platform User

6.1 Display of Advertisements through Integrated Matches. Any code provided or available to Platform User by Company or the System with respect to any Integrated Matches may not be altered by Platform User without Company’s Approval.

6.2 No Modification. Platform User may not modify or otherwise alter the content or design of any System Matches or Advertisement or any data delivered by the System without Company’s prior written approval.

6.3 Feed Implementation. Platform User shall implement the Integrated Matches via any method provided by Company in accordance with any applicable written guidelines. Platform User shall obtain Company approval of the Integrated Matches implementation on Platform User properties prior to generating any Clicks. Clicks delivered to Company prior to Company approval of the implementation shall be considered invalid. If applicable, Company shall provide Platform User with a written style guide detailing the permissible treatment and styling of the Integrated Matches and Platform User shall comply in all respects with such style guide.

6.4 Use of Data. Platform User may have access via the System to data regarding specific Advertisers or other third parties. Platform User shall: (i) keep such information confidential; (ii) shall not disclose such data to any third parties without Company’s prior written approval; (iii) only use such data in connection with the Company Services; and (iv) shall only permit employees who are directly involved in using the System to access such data.

6.5 Compliance. Platform User represents and warrants that it: (i) shall comply with all applicable laws, statutes, ordinances, and regulations including, but not limited to, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, the Amended Telemarketing Sale Rule, the CAN-SPAM Act of 2003, any and all state and federal laws regarding deceptive trade practices, and all rules and regulations promulgated under any of the foregoing; (ii) will not breach any duty toward or rights of a third party, including, without limitation, intellectual property or privacy rights.

7. Warranties & Limitations

7.1 Company represents and warrants that it is either the owner of or authorized to use all software or technologies of the System.

7.2 The Company Services and technologies provided to Platform User by Company under this Agreement, including but not limited to the System, are deemed “as is,” and Company makes no warranty, express or implied, with respect to the System or the Company Services. The technology deployed for the System is non-exclusive and may be used by Company in fulfilling other business purposes unrelated to this Agreement.

7.3 Company shall not be liable to Platform User for any damages or losses suffered by Platform User, including lost profits that are caused by the System. The operation of the System provided by Company may from time to time be interrupted, and Company does not warrant or represent that the System will always be functional and available at all times. Company shall not be liable for any losses which may result from such interruption of availability of the System, nor shall Company be liable for any loss of Platform User’s data in the event of a malfunction.

8. Advertising Guidelines

Platform User represents and warrants that it shall follow and adhere to the following guidelines in connection with obtaining Clicks and Leads under this Agreement:

8.1 Platform User will use lawful and commercially reasonable efforts to direct Consumers to Company Websites during the term hereof.

8.2 Platform User will not use text messages which generate Clicks or Leads under this Agreement.

8.3 Platform User will not offer any payment, rebate, discount or other monetary incentive to Consumers to induce such Consumers to click on a Company Website or a System Match or otherwise attempt to artificially increase Clicks or Leads on such designated links.

8.4 Platform User will not place any Advertisements on a platform that contains content that is sexual, deceptive or illegal in nature or that in any way promotes or encourages hatred, violence, discrimination or illegal activities.

8.5 Platform User shall not use any technique that generates organic or paid search results based on any marks of Company or any brand name of Company.

8.6 Platform User shall not generate Clicks or Leads through deceptive activity which may include, but not limited to, adding or inflating Clicks or Leads by fraudulent traffic generation such as bot/non-human traffic, ad injection, Clicks without referring URL'S, extraordinary high number of repeated Clicks or Leads and other forms or mechanisms not approved by Company.

8.7 Platform User warrants and represents that traffic will not be acquired through any sub-affiliation of advertising partners, affiliate networks and/or other contracted Platform User’s partners.

9. Non Circumvention

The System contains information regarding various partners and buyers of Company’s Lead Data, ads, Clicks and Leads, which constitute trade secrets (the “Partners”). Platform User acknowledges and agrees that it shall not, during the term hereof or within twelve (12) months after the termination of the Agreement, directly or indirectly, solicit, contact, call upon, communicate with or attempt to communicate with any Partners for the purposes of entering into any business relationship or contract with any Partners with respect to Clicks or Leads. Further, Platform User shall not at any time during the term of the Agreement and for twelve (12) months thereafter, either directly or indirectly contact, propose, or otherwise attempt to circumvent Company’s relationship with any Partner or in any way induce any Partner to terminate or modify its relationship with Company. Notwithstanding the above, the restrictions set forth in this Section 9 shall not apply to any Partners with whom Platform User has an active, pre-existing business relationship prior to the Effective Date.

10. Confidentiality

10.1 Neither Party shall use or disclose Confidential Information disclosed by the other Party except as expressly provided in this Agreement. As used herein, “Confidential Information” means, with respect to each Party the terms of this Agreement, marketing, financial, employee, planning, technical and other confidential or proprietary information. The obligations of the recipient of Confidential Information hereunder will terminate if such information: (a) was already lawfully known to the recipient at the time of disclosure; (b) is disclosed to the recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) is independently developed by the recipient without access to or use of the other Party’s Confidential Information. In addition, the recipient will be allowed to disclose Confidential Information of the other Party to the extent that such disclosure is (i) Approved, (ii) necessary for the recipient to enforce its rights under this Agreement, or (iii) required by law or by the order of a court or similar judicial or administrative body, provided that the recipient notifies the other Party of such required disclosure promptly and in writing and cooperates with the other Party, at the other Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

10.2 Company owns all right, title, and interest in the Creatives, the Advertisements and in the System and all intellectual property associated with the Creatives, Advertisements and System, including all software, programming code, computerized data, hypertext language (HTML) or similar files created, generated, assembled or developed in the process of providing the System, methods of operation, processes, algorithms, and other intellectual property developed by Company relating thereto. The Creatives, Advertisements and System constitute Company’s Confidential Information.

11. Mutual Indemnification

Each of the parties (the “Indemnitor”) will indemnify, defend and hold harmless the other Party (the “Indemnitee”) from and against any and all claims, suits, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) related to any breach by the Indemnitor of its representations, warranties and obligations set forth herein; provided, however, that the Indemnitee (a) promptly gives written notice of such claims to the Indemnitor; (b) gives the sole control of the defense and settlement of such claims to the Indemnitor; provided, however, that the Indemnitor shall not enter into any settlement on the part of the Indemnitee without Approval of the Indemnitee; and (c) provides to the Indemnitor all reasonable assistance.

12. Limitation of Liability

In no event will either party be liable to the other for any: consequential, indirect, exemplary, special, or incidental damages, including any lost profits, arising from or relating to this Agreement even if such party had been advised of the possibility of such damages. Company total cumulative liability in connection with this Agreement, whether in contract or in tort or otherwise, will not exceed the amounts paid by Company to Platform User pursuant to this Agreement within the ONE HUNDRED AND EIGHTY (180) day period prior to the date on which such claim arose.

13. Governing Law; Disputes

The Parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to any conflict of law provisions. Should a dispute arise under or in relation to the Agreement, jurisdiction over and venue of any suit arising out of the Agreement shall be exclusively in the courts within Tel Aviv, Israel. If either Party retains attorneys to enforce any right arising out of or relating to the Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

14. Miscellaneous

14.1 Transfer of Consumer Data. Platform User may, from time to time, transfer data to Company associated with Consumers, or Company may obtain such data of Consumers, including but not limited to a Consumer’s name, email address, and telephone number (“Consumer Data”). Company shall own all rights and title to the Consumer Data.

14.2 Trademarks. Except to the extent contained in a Creative or an Advertisement displayed via the System, Platform User shall not otherwise use the trademarks, logos, trade names and the other similarly-identifying material of any Company Partner without Company’s prior written approval.

14.3 Severability. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.

14.4 Relationship of the Parties. The Parties’ relationship is one of independent contractors and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, or employment relationship between the Parties.

14.5 Assignment. Company may assign this Agreement, by operation of law or otherwise, without the prior written consent of the Platform User. Notwithstanding the foregoing, either Party shall have the right to assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of a Party’s assets, provided that the assigning Party shall promptly notify the other Party in writing of such an event and the non-assigning Party shall have the right to immediately terminate this Agreement by written notice to the assigning Party.

14.6 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersede any other agreements or understandings (whether written or oral) between the Parties regarding the subject matter hereof. Except as expressly provided herein, this Agreement may not be amended without the written consent of the Parties.

14.7 Waiver. A Party's waiver of, or failure to enforce, any right hereunder on one occasion will not be deemed a waiver of any other right on the same occasion or the same right on any other occasion.

14.8 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, and a complete set of which, when taken together, shall constitute one and the same document. Confirmation of execution by electronic transmission of a facsimile or .pdf signature page is binding.

14.9 Notifications. Any notice, approval or other communication to the other Party under this Agreement must be submitted by email, overnight express mail or certified or registered mail (postage prepaid, return receipt requested) to the other Party’s contact details set forth in the Agreement.

PUBLISHERS TERMS & CONDITIONS

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