MOBILE BIDDER SERVICES AGREEMENT

By clicking a box that states that You accept or agree to these Terms and Conditions, You signify Your agreement to this Mobile Bidder Services Agreement (the “Agreement") If You do not agree to these Terms and Conditions, You may not open an Account (as such term is defined below), use the Bidder (as defined below) and/or provide and make available Content (as defined below) through the Bidder or otherwise to Tirapodi Ltd. ("Triapodi"). This Agreement constitutes the terms and conditions for Your engagement with Triapodi. The term "You" or "Your" shall mean any entity identified in Your Account and/or any Affiliate/s (as such term is defined below) of Yours, any entity and/or agency, network or any other third party on behalf of which You are acting and/or any third party which is represented by You and/or any third party whose Content, or any part thereof, is hereby provided by You in accordance with the terms of this Agreement A reference to "Triapodi" in Section 2 below shall include a reference to any third party acting on Triapodi Ltd.'s behalf or any third party promoting the Content or from which You purchase ad inventory through the Bidder.

1. Definitions

• (a) Account. "Account" shall mean the account to be opened on Triapodi's site in accordance with the terms therein, as such terms may be amended from time to time. In order to open such an account, You must register and create a unique, password protected account, all as provided in Section 2 (i) below
• (b) Affiliates. "Affiliates" means any person or entity Controlling, Controlled (as such terms are defined herein) by, or under common Control with a specified entity. For purposes of the definition of an Affiliate, “Control” and its derivative forms, “Controlling” and “Controlled by” shall mean, with regard to an entity, the legal, beneficial, or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the outstanding equity or capital stock (or other ownership interest) of such entity ordinarily having actual voting rights or the equivalent right under contract to control management decisions.
• (c) Bidder. "Bidder" means Triapodi Ltd.'s RTB platform, which enables You to: (i) search for, bid and/or purchase ad inventory; (ii) store and catalogue Your display ads; (iii) serve ads; and (iv) track the results of Your campaigns which were purchased through the Bidder.
• (d) Content. “Content” means ads uploaded by You (or by Triapodi on Your behalf) to the Bidder.
• (e) Services. “Services” means all services made available by Triapodi to You, including but not limited to the Bidder.
• (f) Proprietary Information. “Proprietary Information” shall mean: (i) the terms and conditions on which the Services are provided to You; and (ii) any and all other information, materials, and products relating to the activities and business of either of the parties hereto and/or its Affiliates (the "Disclosing Party"), all whether in oral, written, graphic, or machine-readable form, or in any other form, including, without limitation, reports, concepts, techniques, processes, methods, systems, designs, drawings, photographs, models, prototypes, computer programs, research materials, formulas, development or experimental work, work in progress, mask work, inventions, cost data, marketing plans, product plans, business strategies, financial information, forecasts, personnel information and customer or supplier, provided that same were (A) marked by the Disclosing Party as confidential if disclosed in writing or electronically, (B) if orally or visually disclosed, identified as confidential at the time of disclosure and summarized in writing by the Disclosing Party and transmitted to the other party (the "Recipient") within thirty (30) days after such disclosure, or (C) should be reasonably understood by Recipient to be confidential information of the Disclosing Party. Notwithstanding the aforesaid, information shall not be deemed Proprietary Information, for purposes of this Agreement, if: (A) such information is in the public domain at the time of disclosure, or subsequently becomes part of the public domain, through no breach of Recipient of its obligations hereunder; or (B) such information is received by Recipient from a third party exempt from confidentiality undertakings; or (C) such information was in the possession of Recipient at the time of disclosure; or (D) is independently developed by the Recipient without reference or reliance upon the proprietary information; or (E) if Recipient is compelled by court or government action pursuant to applicable law to disclose any Proprietary Information, provided, however, that to the extent permitted by law, Recipient shall give the Disclosing Party prompt notice thereof.

2. Mobile Bidder Services

• (a) General. Following Your acceptance of these terms and Conditions, Triapodi shall consider, at its own and sole discretion, whether to make available and Account for your and to provide the Services or not. For the avoidance of doubt, Your acceptance of these Terms and Conditions does neither guarantee that Triapodi will make an Account (as defined below) available for You and/or that Triapodi will provide You with the Services described below, nor commits Triapodi to provide You with any Services.
• (b) Only following Your acceptance to these terms and Conditions Triapodi will verified the details provided by You. Once Triapodi confirms you as a client, at its own and sole discretion, Triapodi shall make the Bidder available to You and You shall purchase ad inventory and upload Content through the Bidder, all in accordance with the terms herein.
• (c) By bidding on ad inventories through the Bidder, You are making an offer to purchase such ad inventory and, once such offer is accepted, You have purchased such inventory and any such purchase is non-cancellable.
• (d) Your Representations, Warranties and Covenants.
  • (i) You are aware that the upload and disclosure of the Content through the Bidder is an integral element of the Services and expressly consent to Triapodi's activities under this Agreement in accordance with Triapodi's Privacy Policies as provided in Triapodi Ltd.'s site and as such privacy policies may be amended from time to time. You further represent that the Content is, at all times, lawfully offered by You to Triapodi and/or through the Bidder to users, all in compliance with Your privacy policy and subject to Your own applicable legal and/or contractual requirements, and the provision of the Content by You to Triapodi and the subsequent delivery, promotion and offer thereof to users through the Bidder do not and will not, in any way violate, infringe upon or misappropriate rights, including, without limitation, any contractual, employment, privacy and/or personal identifiable data, intellectual property or proprietary rights or rights of authorship and/or any other rights related to any third party, Your privacy or the privacy of any third party. You hereby acknowledge that You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Content.
  • (ii) By using the Services, You grant to Triapodi and its affiliates and suppliers, the following: (A) a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, and translate the Content, solely in the manner and for the purposes for which the Services are used from time to time; (B) a non-exclusive, royalty-free, transferrable, irrevocable right to collect, use and modify any data related to the Content; and (C) a non-exclusive, royalty-free, transferrable, irrevocable right to use Your name, logo and Content on each of their respective websites and promotional materials.
  • (iii) You are aware that as a condition of the access to the Mobile Bidder Service, You expressly agree that Triapodi has the right to retain information regarding the Content, including in connection with its upload by You, Your usage of the Bidder and its performance and ad inventory purchases made by You (the "Information") and to use the Information in order to improve the overall quality of its services. Furthermore, Triapodi may share the Information or any part thereof with third parties if it believes in good faith that such disclosure will either (a) facilitate compliance with any law regulation or any requirement of any governmental authority, including, for example, compliance with a court order or subpoena, or (b) protect the safety or security of any person or property, including without limitation Triapodi. Triapodi may also disclose the Information or any part thereof upon a transfer or sale to another entity of all or substantially all of Triapodi's stock or assets. In such events, Triapodi will use commercially reasonable efforts to prevent such third parties from disclosing the Information.
  • (iv) You grant Triapodi a permission to identify You as a customer, including by using Your name, trade name and trademark (if applicable), and generally describing Your business in their marketing materials and website.
  • (v) You hereby represent that the retention of the Services, as well as the performance of Your respective undertakings under this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all requisite corporate action on Your part and shall not result in a breach of, or constitute a default under, any formation or organization documentation, by-laws or agreement to which You are a party or that is otherwise applicable to You. You further represent that You have all requisite [corporate] power and authority to enter into, and fully perform pursuant to, the Agreement.
• (e) Restricted Content. You acknowledge that the following types of content are strictly forbidden: (i) violence; (ii) advocacy against any protected group (e.g., racial or ethnic origin, sexual orientation/gender identity, age, disability, sex, religion, color, national origin, or veteran status); (iii) pornography, pedophilia, incest, bestiality or child pornography; (iv) illicit drugs and/or drug paraphernalia; (v) sales of weapons or ammunition (e.g., firearms, fighting knives, stun guns, etc.); (vi) sales of hard liqueur; (vii) sales of tobacco or tobacco-related products; (viii) sales of prescription drugs; (ix) sales of products that are replicas or imitations of designer goods; (x) sales or distribution of term papers or student essays; (xi) content protected by copyright law or any other type of intellectual property protection unless the holder of the necessary legal rights to display and license that content has provided its prior consent; (xii) any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others; and (xiii) any content that violates the policies of the operating platform (e.g. Android or iOS content policies).
• (f) Content Upload and Adequacy of Purchased Inventory. You bear the sole and entire responsiblity for all aspects of the Content, its classification and for the selection and purchase of ad inventory and/or any and all intellectual property rights associated therewith. For the avoidance of doubt, the selection of Content and the selection of the appropriate ad inventory for such Content are at Your sole responsibility; provided, however, that Triapodi may review the Content and/or live ads to ensure on-going compliance with submission requirements. Triapodi reserves the right to remove any Content that it believes is non-compliant with its ad eligibility requirements, or for any other reason. In addition to removing any Content, Triapodi may also suspend and/or delete Your Account.
• (g) All Content to be uploaded by You to the Bidder must comply with the following, at Your sole and entire responsibility: (i) Triapodi's technical requirements; (ii) the applicable rules of the website publisher upon whose site You want the Content to be served (which define the kind of ads that the publisher deems permissible, and are updated from time to time); (iii) any Content quality guidelines or policies that Triapodi implements, including but not limited to Your ads and/or landing pages to which the Content clicks-through; (iv) the applicable laws in the United States of America, Israel, Your country of incorporation and/or residence and any country where Your Content is served. You hereby acknowledge that some or all of the above requirements may change over time and therefore You are strongly advised to review each requirement's status on a regular basis to ensure the on-going compliance. Without derogating from the aforesaid provisions concerning Your exclusive liability for Your Content, if You are uncertain as to whether its Content or any part thereof meet the publisher’s guidelines, You are advised to contact a Triapodi's representative prior to uploading any Content in order to avoid interruptions, penalties, account suspension or closure.
• (h) You are solely responsible for all Content uploaded by You or by any third party on Your behalf and/or through Your Account. Triapodi is not liable for any loss or damage that the Content may cause to You or others. You represents to Triapodi that You have all rights and permissions necessary to traffic Your Content using the Services.
• (i) You must backup, and maintain offline copies of all Content uploaded to the Account and/or to the Bidder and Triapodi is not liable to You or to any third party for the deletion of or damage to any Content.
• (j) The Account.
  • (i) In order to perceive the Services, You shall maintain the Account and shall be responsible for safeguarding and maintaining the confidentiality of the password of Your Account. You shall remain exclusively and fully responsible for any and all actions taken under Your Account except for any action taken by Triapodi. You shall immediately notify Triapodi of any unauthorized use of Your Account. You are responsible for keeping Your Account's information current, complete and accurate and Triapodi will have no responsibility or liability, directly or indirectly, for any failure to deliver any notice as a result of inaccurate information uploaded by You, or any third party on Your behalf, to Your Account. Your Account shall be subject to the terms and conditions of this Agreement.
  • (ii) Triapodi shall keep the Your Account safe and secured in accordance with generally industry standards. However, as no method of electronic storage over the internet is 100% secure, Triapodi cannot guarantee the absolute security of Your Account.
• (k) Limited Trademark License. Triapodi Ltd. hereby grants You a limited, world-wide, royalty-free, non-exclusive license to use any of Triapodi Ltd.'s trademarks or service marks solely to the extent necessary to promote and/or make reference to the Services in accordance with the terms of this Agreement. You shall comply with all requests of Triapodi with respect to usage of Triapodi’s marks.
• (l) Tracking of ad inventory purchases and results of Your campaigns. The information regarding ad inventory purchases and results of Your campaigns (each a "Tracking Report") shall be provided to You through the Account at the end of each calendar month and shall be based on the data collected by Triapodi's platforms, including the Bidder. The Service Fees shall be calculated based on records maintained by Triapodi as shown in the Tracking Reports.

3. Fees and Payment Terms.

• (a) Services Fees. You shall pay Triapodi Ltd. up to 20% of the price payable by You for all ad inventory purchased through the Bidder (the "Services Fees").
• (b) Budget. Prior to the acquisition of any ad inventory as part of the provision of the Services by Triapodi, You shall transferto Triapodi Ltd. the amount to be spent on ad inventory purchases, including the Services Fees (the "Budget"). Triapodi shall automatically debit from the Budget any Service Fees and/or any other payment due for ad inventory purchase made by You or by anyone on Your behalf through the Bidder. For the avoidance of doubt, the Bidder will not allow You to make any inventory purchase that, together with the Services Fees related to such ad inventory purchase, will exceed Your Budget amount, as such shall be at the time of each purchase.
• (c) Methods of Payment. The Budget shall be paid as follows: (i) by credit card through Triapodi Ltd.'s site; (ii) through Paypal by clicking the link provided in Triapodi Ltd.'s site; or (iii) by wire transfering the amount to the Bank Account (as defined below). The first Budget transfer (either by credit card, through Paypal or wire transferred) has a minimum transfer amount requirement of two thousands and five hundred U.S. dollars (USD 2,500) and any subsequent payment thereafter (either by credit card, through Paypal and/or wire transferred) has a minimum transfer amount requirement of a thousand US dollars (USD 1,000).
• (d) Ad inventory purchases as provided in the Tracking Reports are calculated using Triapodi’s statistics and data. If these differ from any other statistics or data, Triapodi’s measurements will prevail. If You dispute any payment made in connection with this Agreement, You must notify Triapodi in writing within thirty (30) days of any such payment. Failure to so notify Triapodi shall result in the waiver by You of any claims related to such payment.
• (e) Triapodi shall not be responsible for any taxes, levies, or duties, however described or denominated, arising out of or in connection with this Agreement or the Services. All taxes shall be separately itemized on each invoice, indicating the tax and the charges against which such tax was calculated. If so requested by Triapodi, You shall provide documentation supporting the collection of any expense, tax or duty, Your right to collect it and proof that appropriate taxes were paid. In no event shall Triapodi pay any taxes in respect of Your net income or property.
• (f) Triapodi Payment Information. In case You choose to pay Triapodi Ltd. via wire transfer, You shall wire transfer the funds to the bank account which details shall be provided to you through Your Account, under the subject "Triapodi Ltd.'s Bank Account Details" (the "Bank Account").
• (g) Except as expressly set forth in this Section 3, neither party to this Agreement shall be entitled to demand, collect and/or receive from the other party any compensation, payment of fees or charges, or reimbursement of expenses in connection with the subject matter hereof.

4. Term and Termination

• (a) Term. This Agreement shall commence on the Effective Date and shall continue until the first anniversary of the aforementioned date (the “Initial Term”). Thereafter, at the end of the then current term, this Agreement shall automatically renew for additional one (1) year terms, unless either party provides the other with written notice at least sixty (60) days prior to the expiration of the then current term of its decision not to renew. The Initial Term and all subsequent year-to-year renewal terms shall be referred to collectively as the “Term”.
• (b) Termination. Either party shall have the right to terminate this Agreement: (i) immediately, if the other party has committed a material breach of its obligations under this Agreement; and/or (ii) upon the institution of bankruptcy or insolvency proceedings by or against the other party. You hereby acknowledge that if You are dissatisfied with any aspect of the Services or with Triapodi's performance, at any time, Your sole remedy is to cease using same. Furthermore, upon termination of the Agreement and/or any cessation of the provision of the Services and/or following any written request by Triapodi, You will immediately delete and/or uninstall all material related to the Services, all referrals, linkage, embedding and/or any other access to the Bidder on Your engine/site/service/application and/or all copies thereof, if any.
• (c) Deletion of Your Account for breach. If You breach any of the terms of this Agreement, Triapodi may suspend or delete Your Account. If Triapodi deletes Your Account for breach of the terms of this Agreement, any Services Fee generated before such deletion shall remain due and outstanding and You shall pay Triapodi Ltd. the applicable outstanding Service within fifteen (15) days of the end of the month on which the deletion occurred. If Your Account is suspended or deleted, Your right to access the Services shall terminate immediately. In such case, You must immediately destroy all copies of downloaded materials in Your possession or control, and immediately cease accessing the Services and/or the Bidder.
• (d) Refund of available Budget in case of termination or deletion of the Account. If this Agreement is terminated and/or Your Account is deleted, You may request by written notice that Triapodi will refund the unused Budget in Your Account (after deduction of transfer fees) to the same credit card used to by You to transfer the Budget within thirty (30) days, in which case Triapodi may set off any amounts due to it from You in connection with this Agreement.

5. Proprietary Rights and Indemnification.

• (a) Generally. Each party (an “Indemnifying Party”) shall defend, indemnify and hold harmless the other party (an “Indemnified Party”) from and against any third party action, claim or suit brought against the Indemnified Party arising out of any allegation of (i) breach by the Indemnifying Party of its obligations hereunder or (ii) any gross negligence or willful misconduct of the Indemnifying Party. Each Indemnified Party shall (a) promptly notify the Indemnifying Party of any third party claim subject to indemnification hereunder, (b) give the Indemnifying Party the right to control and direct the preparation, defense and settlement of any such claim and (c) extend full cooperation to the Indemnifying Party for the defense of same. The Indemnified Party may participate in such defense at such party's own expense. The Indemnifying Party is not liable for any amounts paid in settlement of any claim or litigation covered by this Paragraph if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
• (b) Intellectual Property. Subject to the foregoing, You shall indemnify and hold Triapodi harmless against any third party claims for damages, costs and expenses, including reasonable attorneys’ fees and court awards arising from the infringement by the Content or any part of it, or by Triapodi if such infringement derives in any way from the Content or any part of it, of any intellectual property right of any third party. If any Content becomes, or if You reasonably believe it may become, the subject of any claim for infringement or is adjudicatively determined to infringe, then You shall, at Your expense and in addition to Your undertakings and Triapodi's rights pursuant to Sections 4 (b) and 5 above, immediately remove the infringing or potentially infringing Content, so that the Services do not infringe any third party intellectual property rights.
• (c) Nothing in the Agreement shall be deemed as granting to any party to this Agreement any other rights, warranty or license by implication or otherwise under any patent, copyright, know-how or design rights, or other form of protection of industrial or intellectual property of the other party, except as expressly otherwise provided in this Agreement. Notwithstanding anything to the contrary herein, the parties herein agree that, to the fullest extent legally possible, all right, title and interest in any relevant worldwide patent rights (including patent applications and disclosures), copyright, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights, including, without limitation, all work products, artworks, deliverables, and any by-products of either party to this Agreement (and/or any of its employees, subcontractors or agents) will remain such party's exclusive property during and after the term of this Agreement and the other party shall retain and have no rights therein whatsoever but for those expressly provided herein.

6. Disclaimers

• (a) Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, BOTH PARTIES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT OR THE SERVICES PROVIDED BY TRIAPODI HEREUNDER OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF. WITHOUT LIMITING THE FOREGOING, BOTH PARTIES DISCLAIM ANY WARRANTY THAT THE SERVICES PROVIDED BY TRIAPODI HEREUNDER OR THE OPERATION THEREOF ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. BOTH PARTIES DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
• (b) With respect to the Services, and to the fullest extent permitted by law, Triapodi disclaims all guarantees regarding positioning, levels, quality or timing of: (i) cost per impression; (ii) click-through rates; (iii) availability, quantity or delivery of impressions; (iv) any user actions related to Your Content; (v) conversions; (vi) accuracy of data; and (vii) the adjacency or placement of ads. Furthermore, Triapodi makes no representations regarding revenue, the performance of Your advertising campaigns, or any other anticipated benefits related to Your access of the Services, or that the Services are suitable for Your intended purposes.
• (c) Triapodi will use commercially reasonable efforts to provide the Services on an on-going basis. You acknowledge and agree, however, that for a number of reasons, the Services may be inaccessible, unavailable or inoperable from time to time. This may be the result of: (i) periodic maintenance or repairs; (ii) equipment malfunctions; (iii) network attacks or other hostile actions; or, (iv) other reasons beyond Triapodi’s control. These circumstances, or others, may affect the availability of the Services and availability is not guaranteed.
• (d) The parties hereto acknowledge that the internet is an inherently insecure medium and the transmission of data over the internet (such as sending an email or logging onto a website) is subject to possible loss, interception or alteration while in transit. Accordingly, Triapodi does not assume any liability for any damage You may experience or costs You may incur as a result of any loss, interception or alteration of transmissions over the internet.
• (e) Disclaimer of Consequential Damages. NEITHER PARTY HAS ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• (f) Limitation of Liability. EXCEPT FOR (i) ANY CLAIMS FOR INDEMNIFICATION UNDER PARAGRAPHS 5(b) AND 5(c) OF THIS AGREEMENT, OR (ii) ANY CLAIMS FOR DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY OR DEATH OR BODILY INJURY PROXIMATELY CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL, AGGREGATE LIABILITY TO THE OTHER FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL AMOUNTS PAID TO TRIAPODI BY YOU PURSUANT TO THIS AGREEMENT DURING THE ONE YEAR TERM IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABLITY.

7. Confidentiality

• (a) Except as otherwise expressly provided in this Agreement, all Proprietary Information disclosed under and/or in connection with this Agreement and all physical or electronic embodiments thereof, are confidential to and are and will remain the sole and exclusive property of Disclosing Party and shall not be used or disclosed by Recipient except as necessary to perform this Agreement or as agreed upon in writing by the Disclosing Party, provided that any disclosure will be made only in accordance with the provisions of this Agreement. You further agree that unless expressly provided otherwise, no right, title, license or ownership is granted with regard to any programming, material, data, code, tool or any other work incidental to the Services and/or the Bidder itself, including all source code and materials provided by Triapodi (if and to the extent provided) and/or embedded in Your Content/engine/site/service/application, which shall be owned solely, completely and exclusively by Triapodi.
• (b) Each party shall implement and maintain those operational, technical, and organizational security measures at least as stringent as those utilized to protect its own Proprietary Information and in any case shall exercise at least a reasonable degree of care in order to protect the Proprietary Information of the other party, against accidental, intentional, and/or unlawful destruction, alteration, unauthorized disclosure, and access.
• (c) Disclosure of Proprietary Information by the Recipient may be made only to employees, agents or independent contractors of the Recipient who have a specific need to know such information for the purpose of exercising Recipient's rights under this Agreement (each, a "Representative"), and provided that such Representatives are bound by written confidentiality and non-use undertakings towards Recipient which are at least as restrictive as those in this Agreement.
• (d) The covenants of confidentiality and non-use set forth herein will apply after the Effective Date to any Proprietary Information disclosed by either party to the other and will continue and be maintained by the parties for a period of five (5) years after the termination of this Agreement.

8. General

• (a) Compliance with Laws. Each party is responsible for complying with all laws and regulations applicable to its obligations hereunder, including but not limited to any privacy laws and any laws concerning unsolicited commercial e-mails.
• (b) Force Majeure. “Force Majeure Event” means any act or event that (a) prevents a party (the “Nonperforming Party”) from performing its obligations or satisfying a condition to the other party’s (the “Performing Party”) obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not been able, through commercially reasonable efforts, to avoid or overcome. “Force Majeure Event” does not include economic hardship, changes in market conditions, or insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party’s obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this Paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.
• (c) Approvals. All references to a party having a right of approval include an implied obligation on the part of the approving party not to unreasonably withhold or delay its approval.
• (d) Severability. The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provisions of this Agreement, and any such invalid or unenforceable provision is deemed to be severable.
• (e) Assignment. Neither party may assign any of its rights under this Agreement without the prior written consent of the other party, except that Triapodi may promote the Content through any publisher and/or third party and that either party may assign this Agreement in connection with a change of control transaction, provided that a prompt written notice of such assignment has been provided to the other party and that the acquirer has agreed in writing to comply with and be bound by all of the acquiree’s obligations hereunder. Any purported assignment of rights in violation of this Paragraph is void.
• (f) Governing Law; Venue. The laws of the State of Israel (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. The parties expressly agree that neither the Uniform Computer Information Transactions Act, or any state’s version thereof, nor the United Nations Convention on Contracts for the International Sale of Goods apply to this Agreement. Except as set forth in the following Paragraph, any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Tel Aviv-Jaffa, Israel, and each party to this Agreement submits to the exclusive jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the venue of any legal action or proceeding arising out of or relating to this Agreement brought in any court sitting in Tel Aviv-Jaffa, Israel; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
• (g) Independent Relationship. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be deemed to create an employer/employee, principal/agent, partnership or joint venture relationship. Neither party shall have the authority to enter into any contract on behalf of the other party without that party’s express written consent. Neither party shall make any representation or incur any obligation in the name of or on behalf of the other party. Nothing in this Agreement shall be construed as or constitute an appointment of either party as the agent for the other.
• (h) Notices. Each party giving or making any notice, request, demand or other communication pursuant to this Agreement (each, a “Notice”) must give the Notice in writing, using one of the following methods: (i) hand delivery; (ii) first-class registered mail, with postage prepaid and return receipt requested; (iii) nationally recognized overnight courier, with all fees prepaid; (iv) transmitted by telecopy or facsimile machine; or (v) by email to the email addresses set below. Notice shall be deemed to have been duly given pursuant to this Paragraph: (a) on the day of delivery, if delivered by hand or transmitted by telecopy, facsimile machine or email (provided however that messages delivered by telecopy, facsimile machine or email after recipient's working hours or during any holiday, shall be deemed to have been given on the next working day after transmission); (b) three (3) business days after the day sent by registered mail; or (c) on the next business day after the day sent by nationally recognized overnight carrier. Notices must be addressed to the parties at the address listed on the first page of this Agreement, or other address as designated by either party pursuant to this Paragraph. Except as provided elsewhere in this Agreement, a Notice is only effective if the party giving the Notice has complied with this Paragraph.
• (i) Entire Agreement. This Agreement constitutes the final and complete agreement between the parties with respect to the matters contained herein. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, waived, amended, supplemented or qualified through evidence of trade usage, course of dealing, or course of performance.
• (j) Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.
• (k) Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Paragraphs 5, ‎6, 7 and 8 shall survive the expiration or termination of this Agreement.