MSA

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR WEBSITE ARE SUBJECT TO THE FOLLOWING TERMS. YOU SHOULD READ THRMaster Service Agreement for SupplyPartners

Preamble

This Master Service Agreement for Supply Partners (“MSA”) is in corporated in and forms an integral part of the applicable Service Offerentered between the LetsTok entity that provides the applicable Service (“LetsTok”,“we”) and the Influencer that uses such service, all as set forth in theapplicable Service Offer (“Supply Partner”, “you”) that wasentered between the parties (each a “Party” and together the “Parties”).

The following documents are included in this MSA as appendixes and form an integralpart hereof, which together with the Service Offer, form the agreement between Supply Partner and LetsTok with respect to the Service provided by LetsTok to Supply Partner under and in accordance with the terms of the applicable Service Offer(the “Agreement”):

·        The Data Protection Addendum (“DPA”) attached hereto as AppendixB.

·        Any guidelines, policies or other terms, including contentpolicies referenced hereto.

Beforeusing any Service, we ask that you read the Agreement carefully, as by usingand/or accessing the Service, you hereby agree and accept the Agreement infull. Capitalized terms used but not defined elsewhere in the Agreement willhave the meaning ascribed to them in Appendix A attachedhereto.

This MSA contains provisions that apply to all of the LetsTok services. However, the provisions in this MSA that apply to you are only those that relate to the Service(s) utilized by you under and in accordance with the terms of your Service Offer with LetsTok.

By using and/or accessing the Platform and/or the service that is described inyour Service Offer with LetsTok (“Service”), you hereby agree and acceptthe Agreement in full. If you do not accept this Agreement in its entirety, you may not access or use any Service. If you are an individual who consents to this Agreement on behalf of a business, you represent and warrant that you havethe authority to bind that business to this Agreement and your consent to this Agreement will be treated as the consent of the business. In that event,“business”, “you” or “your” will refer and apply to that business. You also consent to the use of: (a) electronic means to consent to and complete thisagreement and to provide you with any notices given pursuant to this Agreement; and (b) electronic records to store information related to this Agreement andyour use of any Service.

From time to time we may change this MSA. LetsTok will make reasonable commercial efforts to notify you of any updates to this MSA by making such updates available on the Platform, the LetsTok website and/or the respective LetsTok dashboard. Not with standing the foregoing, your continued use of any Service will be deemed acceptance to any amended or updated MSA.

1.      General

1.1.         Scope. Subject to the terms and conditions of the Agreement, LetsTok will provide to Supply Partner the Service(s), as they are described in the applicable Service Offer. Mainly,as part of its Services, LetsTok shall provide the Supply Partner with an offerto provide Promotion Services and/or UGC Services for the benefit of the Demand Partner’s.

1.2.         Conflict resolution clause. In the event of a conflict between a provision of this MSAand a provision of the applicable Service Offer, the provision of the ServiceOffer shall prevail.

2.      Registration & Set Up

2.1.         Supply Partner shall establish an Account by completing theregistration process on the LetsTok influencers’ website and providing LetsTokwith accurate and complete information. Supply Partner will keep all Accountinformation up-to-date.

2.2.         Login Data. Supply Partner agrees to keep access data, such as user names and other login data,passwords, and other data required to access the Service(s) and the Account,strictly confidential, and will not disclose such data to any Third Partywithout LetsTok’s prior written (email suffices) approval or as otherwiseagreed in the Agreement. The Supply Partner must inform LetsTok immediatelyupon becoming aware that any unauthorized Third Party has gained access to anysuch data or to Supply Partner’s technology, systems, equipment, and/orproperty. LetsTok reserves the right at its sole discretion to either changeany access data or to block any Account, at LetsTok’s own discretion andwithout prior notification. In such cases, LetsTok will inform the SupplyPartner without undue delay, and will provide any such new access data uponrequest within a reasonable time.

2.3.         Information and Filters. Supply Partner is solely responsible for submitting to LetsTokits Influencers Inventory’s characteristics, including but not limited to theStore ID or the domain and the name of the relevant social media platform/application,and for keeping such information up-to-date, including activating ordeactivating filters available on the applicable LetsTok dashboard, andapplying various blacklisting and tagging features to screen out certaincategories of Ads from being served on Supply Partner’s Influencers Inventory.

3.      Licenses and proprietary rights

3.1.         LetsTok’s license to Supply Partner. During the term hereof and subject to Supply Partner’s compliance with the Agreement, LetsTok will provideSupply Partner with a limited, non-exclusive, royalty-free, non-transferable,non-assignable, non-sub-licensable, revocable license to: (a) access and usethe Platform and the applicable Service in accordance with the terms of theAgreement and solely for the purposes of: (i) selling Ad Inventory to DemandPartners, and (ii) allowing Ads provided by Demand Partners to be delivered andplaced on the Ad Inventory in accordance with the Service Offer; (iii) use theDemand Partner Data for generating Deliverables to be served via the Servicesfor the Demand Partner’s use and exploitation; and (b) access and use the LetsTokdashboard for the purpose of viewing Supply Partner’s activity and performancevia the Service.

3.2.         Supply Partner’s License to LetsTok.

3.2.1.   With respect to the Promotion Service: Unlessexpressly stated otherwise on the Service Offer, subject to the terms of theAgreement, Supply Partner hereby grants to LetsTok and its Affiliates, fora period of one year from the delivery by the Supply Partner of theDeliverables generated as part of the Promotion Services, a transferable,sub-licensable and assignable, irrevocable, exclusive, royalty free, worldwideright and license to upload, distribute, disseminate,make publicly available and otherwise fully promote the Deliverables providedby the Influencers as part of the Promotion Service on all of its and theDemand Partner’s social media accounts, as well as include it at its websitesor applications. For the sake of clarity, as part of the aforesaid license,LetsTok will be free to use the Deliverables for performing technicalmodifications (including resizing) as necessary to conform the Deliverables toDemand Partner’s and/or LetsTok’s technical specifications and requirements.

3.2.2.   With respect to the UGC Services: Unless expressly statedotherwise on the Service Offer and subject to the terms of the Agreement,Supply Partner hereby grants to LetsTok and its Affiliates an unlimited intime, exclusive, irrevocable, worldwide and royalty-free right and license toupload, distribute, disseminate, make publicly available and otherwise fullypromote, exploit and use the Deliverables provided by the Influencers as partof the UGC Service, as LetsTok, its Affiliates and/or the Demand Partner willdeed fit, at their sole discretion, including on LetsTok, its Affiliates andthe Demand Partner social media accounts, websites or applications. For thesake of clarity, as part of the aforesaid license, LetsTok will be free to usethe Deliverables for performing technical modifications (including resizing) asnecessary to conform the Deliverables to Demand Partner’s and/or LetsTok’stechnical specifications and requirements.

3.2.3.   With respect to the Services: During the Term, Supply Partnerhereby grants to LetsTok and its Affiliates a non-exclusive, revocable,worldwide and royalty-free right and license to: (a) enable the offering of theAd Inventory for serving of, performing, displaying, and distributing DemandPartner’s Ads (including any Intellectual Property Rights therein) via theService; (b) enable the offering via the Services, including by way ofpresenting the Supplier Partner’s public pictures and social media accounts, ofthe Supplier Partner’s content generation services (i.e. to be provided by theSupply Partner as part of the UGC Services).

3.3.         License Limitation. Nothing contained in thisSection 3 or otherwise in the Agreement shall transfer any right, title, orinterest in or to any Service to Supply Partner. Except as expressly stated inSection 3.1 above, as between LetsTok and Supply Partner: LetsTok and itsAffiliates (including the Demand Partner in terms of the Demand Partners Data)retain all right, title, and interest in and to the Service and the DemandPartner Data, and Supply Partner retains all rights and interest in and to theInfluencers Inventory. Except as expressly permitted under this Agreement,either Party will not access, use, reproduce, reverse-engineer, modify, lend,distribute or otherwise make available or exploit the Services, the DemandPartner Data or the Influencers Inventory, as applicable.

3.4.         No Implied License. Except as expressly provided herein, nothing in thisAgreement will be construed to confer any ownership interest, license, sale orother rights upon Supply Partner or LetsTok (as applicable) by implication,estoppel or otherwise, as to any Intellectual Property Rights of the otherparty or any Third Party.

3.5.         Open Source Software. The Service may include open source software (“OSS”).To the extent so provided by the license that governs the applicable OSS (“OSSLicense”), each such OSS is subject to its respective OSS License, not thisAgreement. If, and solely to the extent, an OSS License requires that thisAgreement effectively impose, or incorporate by reference, certain disclaimers,provisions, prohibitions or restrictions, then such disclaimers, provisions,prohibitions or restrictions shall be deemed to be imposed, or incorporated byreference into this Agreement. LetsTok does not make any representation orwarranty with respect to any OSS or free software that may be included in oraccompany the Service. LetsTok hereby disclaims all liability to you or anythird party related to any such software that may be included in or accompanythe Service.

4.      Representations and Warranties

4.1.         Mutual Representations and Warranties. Each party represents andwarrants that: (a) it has all requisite power and authority to execute andenter into the Agreement and perform its obligations therein and hereunder, andthat the Agreement is a valid and binding agreement by such party; and (b) theexecution of the Agreement, and its performance under it, will not constitute abreach or default of, or otherwise violate, any agreement to which it is aparty, or violate any right of any third party arising therefrom.

4.2.         Supply Partner Representations and Warranties. Supply Partner representsand warrants that:

4.2.1.   All the Influencers Inventory, the Ad Inventory and theDeliverables provided by the Supply Partner complies with all applicable lawsand regulations, including criminal code, data protection laws, consumer laws,youth protection provisions, and industry self-regulatory guidelines, such asthe Digital Advertising Alliance (“DAA”) Self-Regulatory Principles orsimilar self-regulatory guidelines for mobile advertising in countries in whichthe Ads and/or the Deliverables will be placed on the Ad Inventory, that such AdInventory does not contain or promote any illegal content and/or any ProhibitedContent, and that Supply Partner is solely and exclusively responsible for theInfluencers Inventory and the Ad Inventory;

4.2.2.   it has paid, or will have paid prior to use thereof, to theproper person, firm or corporation when due and payable, all residual, re-useor similar payments, all step-up fees, all music synchronization fees orroyalties, all mechanical reproduction fees or royalties, all performancerights fees or royalties and all license payments and all other amounts payableto third parties as a result of, or in connection with, the Deliverables, theInfluencers Inventory and the Ad Inventory.

4.2.3.   it shall not, and shall not permit, assist, or encourage anyThird Party to, violate any Intellectual Property Rights or otherwise violateor breach any duty toward, or rights of, any person or entity, includingwithout limitation rights of privacy and publicity via the Ad Inventory;

4.2.4.   it shall not, and shall not permit, assist, or encourage anyThird Party to, engage in Fraud via the Ad Inventory; and

4.2.5.   it will not generate and/or create any Deliverables to be placedon the Ad Inventory and/or to be provided to the Demand Partner as part of theUGC Services, containing Fraud or violating LetsTok’s Content Guidelinespublished on the LetsTok website at https://en.ugc.letstok.com/terms-of-use  ,as may be amended by LetsTokfrom time to time.

4.2.6.   It will not make any copies of the Services; disassemble,reverse engineer, or otherwise attempt to derive source code from the Servicesand/or the Platform; modify, adapt or create derivative works based upon theServices; install or use the Services on any of its computer systems, servers,or networks, except as expressly permitted herein; or transfer, resell forprofit, distribute or otherwise grant any rights in the Services in any form toany Third Party.

4.2.7.   It will not use the Services in violation of any applicablelaws, rules, or regulations, or in a manner that infringes the trademark,copyright, trade secret, privacy, publicity, or other rights of any Third Partyin any way or for any purpose.

4.3.         Security Violations. Youare prohibited from violating or attempting to violate the security of theService and/or the Platform, including, without limitation, (a) accessing datanot intended for Your access or logging onto a server or an account which Youare not authorized to access; (b) attempting to probe, scan or test thevulnerability of the Service and/or Platform and/or any system or network or tobreach security or authentication measures without proper authorization; (c)attempting to interfere with the Service, including, without limitation, viameans of submitting any trojan horse, virus, worm, time bomb or other similarharmful or deleterious programming routines to the Service and/or Platform,overloading, "flooding", "spamming","mailbombing" or "crashing" or the like; or (d) sendingunsolicited email, including promotions and/or advertising of products orservices.

4.4.         Protection of Children. To the extent Influencers Inventory’s audience includeschildren as defined under applicable laws, Supply Partner represents andwarrants that: (i) Supply Partner will comply with all applicable laws andregulations related to providing advertising to children, including withoutlimitation the Children’s Online Privacy Protection Act and its rules, asamended from time to time (collectively, “COPPA”), General DataProtection Regulation (“GDPR”) and California Consumer Privacy Act (“CCPA”);and (ii) Supply Partner shall not knowingly collect or allow LetsTok to collecton its behalf any personal information of children for the purpose of adtargeting.

4.5.         LetsTok Representation and Warranty. LetsTok represents andwarrants that: (a) the Service shall, in all material aspects, operate as setout in its respective Service description set forth in the applicable ServiceOffer; and (b) the Service shall be and is in incompliance with applicable lawsand does not infringe any third-party Intellectual Property Rights.

4.6.         Instructions and Suspension. The Supply Partner acknowledges that the Service, and LetsTok’soffer under the Service Offer is conditioned and influenced by Third Party’s,including the Demand Partner’s, instructions and the Supply Partner’s strictcompliance with the terms and conditions of this Agreement. Hence, the SupplyPartner represents and warrants that immediately upon LetsTok first request, itwill immediately remove and/or suspend and/or reduce the promotion volumeand/or modify, adjust and/or change the Deliverables, the Ads, their placementwithin the Ads Inventory as well as any other component and/or characteristicof the campaign performed by the Supply Partner under this Agreement, inaccordance with LetsTok’s written instructions. Failure to comply with thisSection 4.6 may result in immediate termination of the Agreement, forfeiture ofany and/or all amounts to which You may be entitled from Letstok prior to thedate of termination and any remedies that may arise out of Your non-compliance.

5.      Fees & Payment / Taxes /Netting clause

5.1.         Tracking. LetsTok’stracking and reporting regarding the serving of a campaign as part of the PromotionServices and/or generating and/or creating Deliverables as part of the UGCServices and/or other payable events (if applicable) under the Service Offer,shall constitute the basis to calculate the Supply Partner’s fees under the ServiceOffer. Supply Partner shall duly examine the Account data and the amounts dueto it when provided by LetsTok, and shall notify LetsTok, in writing (emailsuffices) and without undue delay (but in no event later than no later than seven(7) days upon receipt of the applicable report from LetsTok), of any inaccuracyof the Account data or the amounts due to it that could be reasonablyidentified in such examination. If Supply Partner fails to notify LetsTok ofany such identifiable inaccuracy within such time period, the Account data andthe amounts due to Supply Partner shall be deemed correct with regard to suchidentifiable inaccuracy. Supply Partner further agrees and acknowledges thatthe determinations of LetsTok with respect to its reporting and invoices arefinal.

5.2.         Payout Threshold. In the case that the balance of amount(s) payable to the SupplyPartner (as indicated in the Account) is less than US$700 or the equivalentthereof in the applicable currency, LetsTok will impose an additionalprocessing payment of US$ 50 in case the Supply Partner will ask for withdrawal(the “Processing Amount”).

5.3.         Payment Terms. Subject to Section 5.2 above, any amounts due and payableto Supply Partner shall be paid within thirty (30) calendar days after the endof calendar month in which the Supply Partner withdrawal request was providedto LetsTok, in US$, if not otherwise agreed between the Parties in the ServiceOffer. LetsTok may deduct from the payable amounts the Processing Amount (ifany) and the costs (if any) of the wireless transfer of the payable amounts toSupply Partner’s bank account or of such other payment method as may be agreedbetween the Parties.

5.4.         Tax and VAT. Each party shall bear its own expenses (including but notlimited to any tax obligations) relating to the activities and paymentsreceived under the Agreement. All sums payable under the Agreement are inclusiveof any applicable tax.

5.5.         Fraud. Notwithstandinganything to the contrary stated anywhere else in this Agreement, LetsTokreserves the right, where it has reason to believe in good faith that Fraudactually took place, to withhold or suspend payment or any other associatedrevenues, unless and until Supply Partner provides evidence satisfactorilyestablishing the validity of the campaign promoted on the Ad Inventory via theService. In addition, Supply Partner will promptly notify LetsTok of any actualor suspected Fraud, and cooperate with LetsTok in good faith to investigate,prevent and remedy any Fraud.

5.6.         Netting Agreement. Supply Partner hereby acknowledges and agrees that LetsTokshall have the right to set-off any and all amounts due by Supplier Partner to LetsTokor any of its Affiliates, from any amount payable by LetsTok or Affiliates toSupply Partner.

6.      Modification of Service

TheService, by its nature, may be updated and developed continuously over time. LetsTokmay modify the Service without prior notice, but only with effect for thefuture (i.e., not retroactively). Accordingly, Supply Partner’s right to usethe Services under this Agreement is limited to the then-current version of theServices. If a modification of a Service is not reasonably acceptable forSupply Partner, Supply Partner has the right to terminate the Agreement withrespect to such Service effective immediately upon notice. Supply Partner shallhave no other claims against LetsTok due to changes in and to the Services.

7.      Disclaimers; Limitation ofLiability

7.1.         Disclaimer. LetsTokprovides the Service and/or any LetsTok dashboard and/or Service Offer “as is”and “as available”, without representations and warranties of any kind, expressor implied, including, without limitation, implied warranties ofmerchantability, title, fitness for a particular purpose, reasonable care andskill, or any warranties arising out of a course of dealing or course ofperformance. Without limiting the foregoing, LetsTok does not warrant thatSupply Partner’s use of the Service and/or any LetsTok dashboard will beuninterrupted, error-free, or virus-free, nor does LetsTok make any warranty asto any results that may be obtained by use of the Service and/or any LetsTokdashboard. Further, Supply Partner acknowledges that the Ads’ content,including the instructions within the Service Offer are provided by DemandPartners and that LetsTok is not responsible for and does not provide anyrepresentation or warranty with respect to any Ads, content, information andinstructions that are connected or related to any Service. LetsTok does nothave any obligation to monitor the Ad’s and is not responsible for theaccuracy, completeness, appropriateness, legality, applicability, quality,suitability of such content, even is such content included as part of theService Offer. Supply Partner acknowledges that it has received no assurancesfrom LetsTok that it will earn any particular amount of money or that it willrecoup any expenditure made in fulfillment of its obligations under thisAgreement, or that LetsTok shall fill any percentage of available ad space forany Influencers Inventory.

7.2.         Limitation of Liability. Except for breach of confidentiality, willful misconductand/or gross negligence, to the maximum extent permitted by applicable law,neither Party will be liable for indirect, special, incidental, punitive orconsequential damages arising out of or related to this agreement, howevercaused, and under whatever cause of action or theory of liability even if aParty has been advised of the possibility of such damages. For all claimsrelated to this Agreement LetsTok’s total aggregate liability shall exceed theamount of one thousand US Dollars (US$1,000). Notwithstanding all theforegoing, nothing in this Agreement shall limit the liability under Sections 8and 9.

8.      Indemnification

8.1.         By LetsTok. LetsTok(for purposes of this Section 8.1, the “Indemnifying Party”) shallindemnify, defend and hold harmless Supply Partner against any liability,damage, loss or expense, fines, penalties and interests (including reasonableattorneys’ fees and costs) incurred by the Supply Partner as a result of anythird-party claim, suit or other proceeding (collectively, “Claims”)alleging that the Service, as provided by LetsTok to Supply Partner under theAgreement, infringes any Intellectual Property Right of a Third Party, exceptand to the extent such infringement arises from Supply Partner’s use of theService in violation of this Agreement, or from any modification of theService, or any combination of the Service with any other component ormaterial. In the event of any such threatened or actual Claim, in addition toits indemnification obligations herein, LetsTok will have the right, in itsdiscretion, to either (a) replace or modify the infringing or allegedlyinfringing components of the Service, or (b) immediately terminate thisAgreement upon written notice to Supply Partner.

8.2.         By Supply Partner. Supply Partner (for purposes of this Section 8.2,the “Indemnifying Party”) shall indemnify, defend and hold harmlessLetsTok and its Affiliates, and its and their directors, officers and employees(collectively, the “LetsTok Indemnified Parties”, and together withthe Supply Partner Indemnified Parties, each shall be referred to hereunder asan “Indemnified Party”) against any liability, damage, loss orexpense, fines, penalties and interests (including reasonable attorneys’ feesand costs) incurred by the LetsTok Indemnified Parties as a result of any Claimbrought or made against any of the LetsTok Indemnified Parties in connectionwith, arising out of or relating to (a) any alleged or actual breach of SupplyPartner’s representations, warranties or covenants under Sections 3, 4 and 9 ofthis MSA; (b) an allegation that the Ads Inventory’s content breached theContent Guidelines, contains any illegal content or facilitates Fraud; (c) anallegation that the Ads Inventory, or users’ downloads, installations or anyuse thereof, violates any law including infringes upon or misappropriates anyIntellectual Property Right, publicity or privacy right; and/or (d) anallegation that Supply Partner has breached the Data Protection Addendum,attached hereto as Appendix B.

8.3.         Indemnification Process. The Indemnified Party shall: (a) give the IndemnifyingParty prompt written notice of the relevant Claim; (b) provide the IndemnifyingParty, at the Indemnifying Party’s expense, with reasonable information,assistance and cooperation in the defense of such Claim; and (c) give theIndemnifying Party the right to control the defense and settlement of any suchClaim, except that the Indemnifying Party will not enter into any settlementthat affects the Indemnified Party’s rights or interest without the indemnifiedParty’s prior written approval, which shall not be unreasonably withheld ordelayed, and provided further that the Indemnified Party shall not be requiredto allow the Indemnifying Party to assume the control of the defense of a Claimto the extent that the Indemnified Party determines (i) any relief other thanmonetary damages is sought against Indemnifying Party, (ii) there may be aconflict of interest between the Indemnifying Party and Indemnified Party inthe conduct of the defense, or (iii) settlement of, or an adverse judgment withrespect to, such claim could reasonably be expected to establish a precedentialcustom or practice materially adverse to the continuing business interests ofthe Indemnifying Party, and in such events the costs of defense will beconsidered “Claims” as defined above. The Indemnified Party will have the rightto participate in the defense of such Claim with counsel of its choice at itsown expense.

9.      Confidentiality

9.1.         Confidentiality. Except as provided herein, neither Party shall discloseConfidential Information, including, but not limited, to the terms orconditions of the Agreement, to any Third Party, except as permitted by theAgreement. Notwithstanding anything to the contrary stated in the Agreement, LetsTokmay communicate the general nature of the Agreement and identify or announceSupply Partner as a partner of LetsTok to Third Parties by name, logo, publicphotos and social media accounts, including in communications to existing andpotential customers.

9.2.         Handling Confidential Information. The receiving party of anyConfidential Information from the disclosing party will use the same degree ofcare to protect the disclosing party’s Confidential Information as it uses forits own Confidential Information of similar nature, but in no event less than areasonable degree of care, and will use such Confidential Information only forthe purpose of exercising its rights or fulfilling its obligations under thisAgreement. The receiving party will promptly return or destroy the disclosingparty’s Confidential Information upon request of the disclosing party or upontermination of this Agreement (whichever occurs earlier), provided that thereceiving party shall have the right to retain a copy of the ConfidentialInformation if and to the extent required by applicable mandatory law, for theduration of the required record retention period, or (ii) for the enforcementof any claims against the other party that may arise under this Agreement untilsuch claims become time-barred. In this event, the receiving party shallreturn, destroy, or delete (as applicable) such copy upon the expiration of theapplicable record retention or limitation period. Except as otherwise providedfor in the Agreement, the receiving party shall not disclose any ConfidentialInformation to any person or entity other than to its employees, professionaladvisors and auditors and its Affiliates and their employees, professionaladvisors and auditors who have a strict business need to access suchConfidential Information and who are bound by non-disclosure obligations asrestrictive as the confidentiality obligations in this MSA regarding theprotection, use, and confidentiality of such Confidential Information.

9.3.         Confidentiality Exception. Notwithstanding the obligations set forth in Section 9.1,each party may disclose the other party’s Confidential Information to theextent that such disclosure is required to be disclosed pursuant to a dulyauthorized subpoena, court order, or government authority order, provided thatthe receiving party shall (where reasonably practicable and without breachingstatutory or regulatory requirements) provide prompt written notice to thedisclosing party prior to such disclosure, so that the disclosing party mayseek a protective order or other appropriate remedy.

9.4.         Injunctive Relief. The Parties acknowledge that any breach of a party’sobligations arising under this Section 9 may give rise to irreparable harm tothe other party and that such breach may be inadequately compensable inmonetary compensation. Accordingly, either party may seek and obtain injunctiverelief or other equitable remedies against such breach or threatened breach, inaddition to any other legal remedies that may be available. The Partiesacknowledge and agree that the covenants contained herein are necessary for theprotection of legitimate business interests of the owners of the ConfidentialInformation and are reasonable in scope and content.

10.  Term & Termination;Suspension

10.1.     Term. TheAgreement will enter into effect either upon (i) LetsTok accepting SupplyPartner’s Account registration (whereby such registration includes theacceptance of the Agreement by Supply Partner); or (ii) the signing of a ServiceOffer between the Parties, which shall incorporate this MSA (the “EffectiveDate”). The Agreement shall continue in force thereafter, until terminatedas provided herein (the “Term”).

10.2.     Termination for Convenience. Unless otherwise agreed in the applicable Service Offer,either party may terminate the Agreement at any time for any reason and withoutliability upon thirty (30) days prior written notice of termination (emailshall suffice) to the other party. Notwithstanding the foregoing, upon mutualwritten agreement of the Parties (email suffices), such termination may bepostponed until the date on which all Deliverables scheduled to be delivered bythe Supply Partner have been delivered.

10.3.     Termination for Cause. LetsTok may (i) forfeit any amount due to the SupplyPartner under the Account, and/or (ii) suspend Supply Partner’s access to anduse of all or any part of the Service immediately, with or without notice, if LetsTokbelieves in good faith that Supply Partner materially breached any part of thisAgreement. LetsTok may terminate this Agreement for breach if Supply Partnerfails to cure such breach within five (5) business days after receiving written(email sufficing) notice of such breach. Either party may terminate theAgreement for cause with immediate effect upon written notice to the otherparty if the other party is in breach of one of its material obligations underthe Agreement, provided that the breaching party has not cured such breachwithin five (5) business days after receipt of a written (email suffices)notice of the breach from the terminating party

10.4.     Effect of Termination. Upon termination of the Term of this Agreement, all rightsand licenses granted under the Agreement shall immediately terminate. SupplyPartner shall discontinue all access to and use of the Service and shall haveno rights in or to any Account data, which shall, as between Supply Partner andLetsTok, be the exclusive property of LetsTok and must be deleted by SupplyPartner after settling any open amounts payable by or to LetsTok. Terminationof the Agreement will not release the Parties of any obligation accruing priorto such termination, or any amounts due to Supply Partners for Deliverablesduly delivered up to the termination date in accordance with the terms of anyapplicable Service Offer.

10.5.     Surviving Provisions. The rights and duties of the Parties under Sections 3.2,4.2.2, 7.2, 8, 9, 10.5, 11 and Appendix B of this MSA will survive thetermination of the Agreement.

11.  11. Miscellaneous

11.1.     Entire Agreement; Amendment; Severability. The Agreement supersedesall previous agreements between the Parties relating to the subject matterhereof. No provision of the Agreement will be deemed amended or modified byeither party, unless such amendment or modification is made in writing andsigned by both parties. If any provision of the Agreement is found by acompetent authority to be unenforceable or invalid under the applicable law,the enforceability and validity of the remaining provisions will not beaffected. Such provision will be interpreted and enforced so as to bestaccomplish the objectives of the Parties within the limits of applicable law,including applicable court decisions.

11.2.     No Waiver. LetsTok’s failure to act with respect to a breach by SupplyPartner does not waive LetsTok’s right to act with respect to that breach orsubsequent or similar breaches. No consent or waiver by LetsTok under theAgreement shall be deemed effective unless delivered in writing and signed by aduly appointed representative of LetsTok.

11.3.     Counterparts. This Agreement may be executed in any number of counterparts,each of which will be deemed an original and all of which taken together willconstitute one signed agreement between the Parties. Signatures may betransmitted by facsimile or electronic mail in PDF or another similar formatand will be deemed original.

11.4.     Assignment. Supply Partner will not assign or otherwise transfer thisAgreement or any right or interest thereunder to any Third Party without theprior written consent of LetsTok. LetsTok may assign or otherwise transfer thisAgreement without consent. Subject to the foregoing terms and restriction onassignments, the Agreement will be fully binding upon, inure to the benefit of,and be enforceable by, the Parties and their respective successors andassignees. Except as permitted by the foregoing, any attempted assignment,delegation or other transfer will be null, void and of no effect.

11.5.     Force Majeure. Neither party will be liable to the other party for failure ordelay in performing its obligations due to causes beyond its reasonablecontrol, including without limitation acts of God, terrorism, war, riots, fire,earthquake, flood or degradation or unexpected failure of third-party networksor communications infrastructure.

11.6.     Marketing. Supply Partner agrees that LetsTok may identify Supply Partner,including by using Supply Partner’s name(s), public photos and videos, socialmedia accounts and logo(s), as a partner of LetsTok, including in LetsTok’swebsite(s), newsletters, case studies, emails or promotional posts in socialmedia; in the event that Supply Partner wishes to be excluded from a specificpromotion/publication of LetsTok, Supply Partner may notify LetsTok in writingand LetsTok will cease using Supply Partner’s name(s), public photos andvideos, social media accounts and logo(s) in such publication, on agoing-forward basis, provided that LetsTok will not be required to cease suchuse in any printed material that has already been printed or ordered. Unlessotherwise agreed by Parties, you will not be entitled to any compensation as aresult of any such publication.

11.7.     Governing Law and Jurisdiction; Local Addenda. ThisAgreement is governed by the laws of the State of Israel, excluding itsconflict of laws principles. The courts located in Tel Aviv, Israel shall haveexclusive jurisdiction over any dispute between the Parties arising out of orrelating to this Agreement, and the Parties hereby consent to the personaljurisdiction and venue of these courts.

11.8.     Independent Contractors. The Parties hereto are and shall remain independent contractors,and nothing herein shall be deemed to create any agency, partnership orjoint-venture relationship between the parties. Neither party shall be deemedto be an employee or legal representative of the other, nor shall either partyhave any right or authority to create any obligation on behalf of the otherparty.

11.9.      Third-Party Beneficiaries. It is not the intention of thisAgreement to create any third-party beneficiary rights in any third-partyindividual or entity that is not a party to this Agreement, and no such rightswill be deemed to have been created.

11.10.  Notice. Noticesmust be in writing and will be deemed given when (a) delivered personally; (b)delivered by recognized overnight courier (established by written verificationof personal, certified or registered delivery from a courier or the postalservice); (c) sent by fax (established by a transmission report); or (d) sentby email to the recipient at the most up-to-date email address provided by theother party, provided that (i) the sending party can confirm that the email wasapparently sent successfully according to its ordinary technical records, andthat the party did not receive an error notice, and (ii) the email includes inthe subject line “LEGAL NOTICE”. If sent by email from Supply Partner toLetsTok, the following address must be copied: info@LetsTok.com. Notices to a party shall besent to the postal and electronic mail addresses set forth in this Agreement,or such different address as a party may designate in writing to the otherparty from time to time.

Appendix A – Definitions

“Account” means an online, password-protected account provided by LetsTok allowing SupplyPartner to access and use the Services in accordance with the Agreement.

“Ad” means promotional content and creatives, including text, graphics, video orrich media, provided by Demand Partners to LetsTok or to the Service forplacement on the Ad Inventory via the Service.

“AdInventory” means the Ad space(s) available via the Service for sale bySupply Partner on its Influencers Inventory for the placement of Ads or Deliverables derived therefrom.

“Affiliates” means, with respect to a party, any and all entities which, directly orindirectly, control, are being controlled by, or are under common control withsuch party.

“ConfidentialInformation” means any proprietary, confidential and/or trade secretinformation of a disclosing party and/or its Affiliates, and/or otherspossessed by disclosing party, whether furnished before or after the EffectiveDate of any Service Offer entered by and between LetsTok and Supply Partner,regardless of the manner in which it is furnished. Such information includeswithout limitation, the following: (a) any information, artwork, designs,ideas, concepts, know-how, data, products, services, processes, techniques,drawings, programs, code, inventions, computer program, formulae or test data,work in progress, engineering, manufacturing, marketing, financial, sales,suppliers, customers, investors and/or business information, whether in oral,written, graphic, or electronic form; and/or (b) any document, diagram,drawing, computer program and/or code or other communication; and/or (c) theterms and conditions of this Agreement. Any information disclosed by thedisclosing party whether it is conspicuously marked “confidential”, is known orshould have been reasonably known by the receiving party to be confidential innature, shall be considered as Confidential Information. For purposes of theAgreement, Confidential Information shall not include any information that: (a)is, or subsequently becomes, publicly available without the receiving party’sbreach of any obligation owed to the disclosing party; (b) became known to thereceiving party prior to the disclosing party’s disclosure of such informationto receiving party; (c) became known to the receiving party from a source otherthan the disclosing party by means other than by a breach of an obligation ofconfidentiality owed to the disclosing party; or (d) is independently developedby the receiving party without the use of any of the disclosing party’sConfidential Information. If a particular portion or aspect of the ConfidentialInformation becomes subject to any of the foregoing exceptions, all otherportions or aspects of such information shall remain confidential and subjectto all of the provisions of the Agreement.

“Demand Partner Data” meansthe Ads and all data owned by Demand Partner that was provided and/ortransmitted via the Service, including without limitations, data that iscollected by Demand Partner independently of LetsTok following the delivery ofan Ad by Demand Partner, excluding personal identifiable information/personaldata.

“Deliverables” means alldocuments and creatives including text, graphics, video or rich media derivedfrom the Ads and/or the Demand Partner Data and provided by the Supply Partnerto the Demand Partner as part of the Services.

“DemandPartners” means third parties that have entered into a contract with LetsTokin order to receive Promotion Services and/or UGC Services via the Service fromSupply Partner. Such Demand Partners may be advertisers, Ad agencies, Adnetworks, Exchanges and demand side platforms (DSPs).

“Fraud”includes, among others and without limitations the generation of Useractivities through a mechanism not approved by or acceptable to LetsTok,including but not limited to (i) applying automatic redirecting of Users, blindtext, or misleading links, forced and/or artificial clicks, bots, or any otherautomatic process or method that generates a User activity without a consciousand willful action of a User; (ii) creating fake impressions, clicks, views,and installs generated by a person, a robot, an automated program, or anyequivalent or similar mechanism having an equivalent or similar effect; (iii)operation of or linking to Ad Inventory on the Influencers Inventory thatdisplays no content for the sole purpose of generating User activities; (vi)implementation of 1×1 pixels to deliver invisible advertisements; (iv)impersonating or misappropriating the identity of a Supply Partner and/or anyother Third Party.

“InfluencersInventory” means anymobile application(s) or mobile website(s) and/or social media accounts, owned,controlled and/or developed by Supply Partner.

“IntellectualProperty Rights” means any patent, copyright, neighboring right tocopyright, including database right, right to trademarks, right to trade andbusiness secrets, right to trade dresses, right to domain names, right to maskworks, right to moral rights of authors of copyright protected works, right topublicity, right to privacy, and any other personal right, right ofattribution, or integrity; or any other intellectual or industrial propertyright anywhere in the world, whether under statutory law, common law, orotherwise.

“ProhibitedContent” means any content or other material that (a) violates anyapplicable law or regulation, including the criminal code, data protection,consumer law and children protection laws, or infringes any Third Party rights,including Intellectual Property Rights; (b) is obscene, sexually explicit ordefamatory; (c) encourages violence or is threatening or harassing; (d)contains viruses, spyware, adware, pirated software; digital rights protectioncircumvention or hacking tools, spamming tools or any other harmful code oractivity that could, in an impermissible manner, access or use, impair orinjure any data, devices, computer systems; or software; (e) is false,misleading or deceptive; (f) includes references to illegal gambling, alcohol,tobacco, drugs, or firearms, including without limitation ammunitions,fireworks and explosives; (g) endorses or encourages violence, hatred, revenge,racism, sexism, victimization, discrimination of any kind; (h) results inconsumer fraud, product liability, or breach of contract to which the SupplyPartner is a party, or causes injury to any Third Party; or (j) promotes anyproducts and services that fall within any of the foregoing categories (a) to(h).

“Platform”means any mobile / web application owned,controlled and/or developed by LetsTok.

“Promotion Services”means any services requested by the Demand Partner via the Service for theplacement and promotion of the Ads and/or the Deliverables within the AdsInventory, under the terms and conditions of the Service Offer.

“ThirdParty” means any natural person or legal entity other than a party orauthorized agent of a party.

“User”means a human end-user accessing the Influencers Inventory.

“UGCServices” means any services requested by the Demand Partner, via theService, for the creation, generation and provision of the Deliverables, underthe terms and conditions of the Service Offer.

Appendix B– DPA

Data Processing Agreement — Letstok Technologies LTD

This Data Processing Agreement (“Agreement“)forms part of the Contract for
Services (“Principal Agreement“) between

Supply partner

(the “Company”) and
Letstok Technologies LTD

(the “Data Processor”)
(together as the “Parties”)

WHEREAS

(A) The Company acts as a Data Controller.

(B) The Company wishes to subcontract certainServices, which imply the processing of personal data, to the Data Processor.

(C) The Parties seek to implement a data processingagreement that complies with the requirements of the current legal framework inrelation to data processing and with the Regulation (EU) 2016/679 of theEuropean Parliament and of the Council of 27 April 2016 on the protection ofnatural persons with regard to the processing of personal data and on the freemovement of such data, and repealing Directive 95/46/EC (General DataProtection Regulation).

(D) The Parties wish to lay down their rights andobligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalizedterms and expressions used in this Agreement shall have the following meaning:

1.1.1 “Agreement” means this Data ProcessingAgreement and all Schedules;

1.1.2 “Company Personal Data” means any PersonalData Processed by a Contracted Processor on behalf of Company pursuant to or inconnection with the Principal Agreement;

1.1.3 “Contracted Processor” means a Subprocessor;

1.1.4 “Data Protection Laws” means EU DataProtection Laws and, to the extent applicable, the data protection or privacylaws of any other country;

1.1.5 “EEA” means the European Economic Area;

1.1.6 “EU Data Protection Laws” means EU Directive95/46/EC, as transposed into domestic legislation of each Member State and asamended, replaced or superseded from time to time, including by the GDPR andlaws implementing or supplementing the GDPR;

1.1.7 “GDPR” means EU General Data ProtectionRegulation 2016/679;

1.1.8 “Data Transfer” means:

1.1.8.1 a transfer of Company Personal Data from theCompany to a Contracted Processor; or

1.1.8.2 an onward transfer of Company Personal Datafrom a Contracted Processor to a Subcontracted Processor, or between twoestablishments of a Contracted Processor, in each case, where such transferwould be prohibited by Data Protection Laws (or by the terms of data transferagreements put in place to address the data transfer restrictions of DataProtection Laws);

1.1.9 “Services” means the UGC, video creation,video editing, influencer marketing, digital marketing services and otherservices the Company provides.

1.1.10 “Subprocessor” means any person appointed byor on behalf of Processor to process Personal Data on behalf of the Company inconnection with the Agreement.

1.2 The terms, “Commission”, “Controller”, “DataSubject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing”and “Supervisory Authority” shall have the same meaning as in the GDPR, andtheir cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

2.1 Processor shall:

2.1.1 comply with all applicable Data ProtectionLaws in the Processing of Company Personal Data; and

2.1.2 not Process Company Personal Data other thanon the relevant Company’s documented instructions.

2.2 The Company instructs Processor to processCompany Personal Data.

3. Processor Personnel
Processor shall take reasonable steps to ensure the reliability of anyemployee, agent or contractor of any Contracted Processor who may have accessto the Company Personal Data, ensuring in each case that access is strictlylimited to those individuals who need to know / access the relevant CompanyPersonal Data, as strictly necessary for the purposes of the PrincipalAgreement, and to comply with Applicable Laws in the context of thatindividual’s duties to the Contracted Processor, ensuring that all suchindividuals are subject to confidentiality undertakings or professional orstatutory obligations of confidentiality.

4. Security

4.1 Taking into account the state of the art, thecosts of implementation and the nature, scope, context and purposes ofProcessing as well as the risk of varying likelihood and severity for therights and freedoms of natural persons, Processor shall in relation to theCompany Personal Data implement appropriate technical and organizationalmeasures to ensure a level of security appropriate to that risk, including, asappropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security,Processor shall take account in particular of the risks that are presented byProcessing, in particular from a Personal Data Breach.

5. Subprocessing

5.1 Processor shall not appoint (or disclose anyCompany Personal Data to) any Subprocessor unless required or authorized by theCompany.

6. Data Subject Rights

6.1 Taking into account the nature of theProcessing, Processor shall assist the Company by implementing appropriatetechnical and organisational measures, insofar as this is possible, for thefulfilment of the Company obligations, as reasonably understood by Company, torespond to requests to exercise Data Subject rights under the Data ProtectionLaws.

6.2 Processor shall:

6.2.1 promptly notify Company if it receives arequest from a Data Subject under any Data Protection Law in respect of CompanyPersonal Data; and

6.2.2 ensure that it does not respond to thatrequest except on the documented instructions of Company or as required byApplicable Laws to which the Processor is subject, in which case Processorshall to the extent permitted by Applicable Laws inform Company of that legalrequirement before the Contracted Processor responds to the request.

7. Personal Data Breach

7.1 Processor shall notify Company without unduedelay upon Processor becoming aware of a Personal Data Breach affecting CompanyPersonal Data, providing Company with sufficient information to allow theCompany to meet any obligations to report or inform Data Subjects of thePersonal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Company andtake reasonable commercial steps as are directed by Company to assist in theinvestigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and PriorConsultation Processor shall provide reasonable assistance to the Company withany data protection impact assessments, and prior consultations withSupervising Authorities or other competent data privacy authorities, whichCompany reasonably considers to be required by article 35 or 36 of the GDPR orequivalent provisions of any other Data Protection Law, in each case solely inrelation to Processing of Company Personal Data by, and taking into account thenature of the Processing and information available to, the ContractedProcessors.

9. Deletion or return of Company Personal Data

9.1 Subject to this section 9 Processor shallpromptly and in any event within

10 business days of the date of cessation of anyServices involving the Processing of Company Personal Data (the “CessationDate”), delete and procure the deletion of all copies of those Company PersonalData.

10. Audit rights

10.1 Subject to this section 10, Processor shallmake available to the Company on request all information necessary todemonstrate compliance with this Agreement, and shall allow for and contributeto audits, including inspections, by the Company or an auditor mandated by theCompany in relation to the Processing of the Company Personal Data by theContracted Processors.

10.2 Information and audit rights of the Companyonly arise under section 10.1 to the extent that the Agreement does nototherwise give them information and audit rights meeting the relevantrequirements of Data Protection Law.

11. Data Transfer

11.1 The Processor may not transfer or authorize thetransfer of Data to countries outside the EU and/or the European Economic Area(EEA) without the prior written consent of the Company. If personal dataprocessed under this Agreement is transferred from a country within theEuropean Economic Area to a country outside the European Economic Area, theParties shall ensure that the personal data are adequately protected. Toachieve this, the Parties shall, unless agreed otherwise, rely on EU approvedstandard contractual clauses for the transfer of personal data.

12. General Terms

12.1 Confidentiality. Each Party must keep thisAgreement and information it receives about the other Party and its business inconnection with this Agreement (“Confidential Information”) confidential andmust not use or disclose that Confidential Information without the priorwritten consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications givenunder this Agreement must be in writing and will be delivered personally, sentby post or sent by email to the address or email address set out in the headingof this Agreement at such other address as notified from time to time by theParties changing address.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws ofIsrael.

13.2 Any dispute arising in connection with thisAgreement, which the Parties will not be able to resolve amicably, will besubmitted to the exclusive jurisdiction of the courts of Tel-Aviv, Israel.

IN WITNESS WHEREOF, this Agreement is entered intowith effect from the date first set out below.

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Copyright © 2024, Letstok Technologies Ltd. All rights reserved.

Last Updated: January , 2024

OUGH ALL THE TERMS CAREFULLY AS THEY CONSTITUTE ALEGALLY BINDING AGREEMENT BETWEEN YOU AND US. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE WEBSITE IN ANY MANNER.

These Terms of Use (the “Terms”) are a binding contract between you and Letstok Technologies Ltd. (the “Company”, “we”, “us” or “our”).By accessing or using the Website - [https://en.ugc.letstok.com/ ], you acknowledge that you have read and understoodand agree to comply with the terms and conditions below, and these Terms will remain in effect at all times while you use the Website.

1. In these Terms the following terms have the meanings ascribed next to them:

1. Website means our publicwebsite available at [https://en.ugc.letstok.com/] providing marketing materialsand professional information regarding our services and produce; for clarity,the term "Website" includes all Content (defined below) on the Website.
2. Content means visual, audio,numeric, graphical, text or other data or content, which is displayed or made available through the Website or otherwise by us.
3. “User” means any natural person visiting and using our Website.
4. “User Data” means any Personal Data and/or Non Personal Data, as such terms are defined in our Privacy Policy available at [https://letstok.com/static/PrivacyPolicy ] (“Privacy Policy”),or other information relating to the User which is collected, processed or accessed while a User browses or uses the Website.

2. The Website may only be used in compliance with all applicable laws and for legitimate purposes. You may use the Website only for your own non-commercial purposes and for no other purpose.

3. User Responsibility. User represents and warrants that: (i) the User Data and all other data you provide is accurateand complete, lawful and non infringing. (ii) your use or access of the Website will not: (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violate any law, statue, or dinanceor regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (c) create or cause any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage,detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (d) create or cause situations or environments where any failure or time delays of, or errors or inaccuracies in,the Content, or information on any systems of any third party could lead to death, personal injury, or severe physical or environmental damage; (e) createor cause any damages, corruption, loss, interferences, security intrusions or any failure of any systems in your control, possession, or your business operations, or any systems of any third-party.

4. Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow any third party to:(i) give, sell, rent, lease, timeshare, sublicense, disclose, publish,assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Website or Content to any third party, including, but not limited to your affiliates; (ii) circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or that enforce limitations on use ofthe Website; (iii) reverse engineer, decompile or disassemble, decrypt or attempt to derive the source code of, the Website, or any components thereof;(iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Website, or any part thereof; (v) use any robot, spider, scraper or other automated means to access or monitor the Website or Contentfor any purpose; (vi) take any action that imposes or may impose (at the Company’s sole discretion) an unreasonable or disproportionately large load on the infrastructure which supports the Website; (vii) interfere or attempt to interfere withthe integrity or proper working of the Website, or any related activities; (viii) use the Website in any unlawful manner or for any harmful, irresponsible or inappropriate purpose, or in breach of these Terms. Without derogating from the above, each User agrees to be liable to the Company for any act or omission of any of its employees or anyone on its behalf using the Website that would constitute a breach of these Terms if such acts or omissions were performed by the User.

5. Security. The Company agrees during the provision of the Website to implement reasonable security measures to protect User Data and will, at a minimum,utilize industry standard security procedures, as described in our Privacy Policy available at [https://letstok.com/static/PrivacyPolicy ]. However, because of the nature of the Internet, the Company cannot ensure and we shall not be held liable for that the Website will be immune from any wrongdoings, malfunctions, unlawful interceptions or access, or other kinds of abuse and misuse (“Faults”) and the Company shall not be held liable for any damage caused as a result of your use of the Website, it’s unavailability, any error or Faults in the Website.

6. Technological Tools for Collection of Information:

1. Cookies. When you access or use our Website, We may use industry-standard technologies such as “cookies”, other tracking technologies and other local files, which store certain information on the browser or harddrive of your computer and/or your mobile telephone device and which will allow us to distinguish you from other users, enable automatic activation of certain features, improve Your user experience and other capabilities and prevent fraudulent or abusive use of the Website. Most devices and browsers will allow you to erase cookies from your device’s hard drive, block acceptance of cookies, or receive a warning before a cookie is stored. However, if you choose to block cookies on our Website, you may not be able to use part of the functions of the Website.
2. We may use analytics tools to help us understand Visitors’ behavior on our Website, including by tracking page content, and click/touch, movements, scrolls and keystroke activities. We may use Google Analytics, the privacy practices of these tools are subject to their own policies and they may use their own cookies to provide their services. Further information about the privacy policies of these vendors is available,respectively, at: https://policies.google.com/privacy;
3. Depending on your computer settings, you may be allowed to refuse the use of such tools (whether in whole or in part). However, this may affect your ability to use the Website, including to access and use certain features.

7. Links to Other Websites.The Website may provide links to the websites or services of other third-party sites. Links to such third-party sites do not constitute any endorsement by the Company of such third-party sites, or the quality, suitability or accuracy of the products, content, materials or information presented or made available by such sites. You acknowledge and agree that the Company, its directors, officers, employees, agents, service providers and representatives, other third parties, and each of the irrespective successors and assigns, are not responsible for any claims, damages or losses caused or alleged to have been caused by the use of any third-party sites, or from the products, content, material or information presented by or available through those sites.

8. Intellectual Property:

1. Website and Content.Title and full, exclusive ownership rights in the Website (and all parts of either, including the Content), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, tradesecrets, trademarks, service marks, related goodwill, including data related to your usage of the Website (excluding User Data), are the exclusive property of the Company. You do not obtain any rights in our technology or intellectual property. You will not remove,alter, or obscure any proprietary notices (including copyright notices) of the Company on the Website.
2. Any suggestions, recommendations, improvements, inventions and feedback by you or by anyone on your behalf in connection with the Website, and the produce of the Company are the sole property of the Company, irrespective of the creator (the “Feedback”). The Company may use such Feedback as it will deemed fit, including without limitation, adopt, publish, reproduce,disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you waive any claim to the contrary.
3. User Data. The intellectual property and all other rights, title and interest of any nature in and to User Data are and shall remain your exclusive property. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights, title or interests in User Data to the Company or any third party.

9. Privacy Policy. You acknowledge and agree that we will use any Personal Data that we may collect or obtain in connection with the Website in accordance with our Privacy Policy available at [https://letstok.com/static/PrivacyPolicy ].Other than our security obligations under Section ‎5, we assume no responsibility or liability for User Data, and you shall be solely responsible for User Data and the consequences of using, disclosing, storing, or transmitting it.

10. Warranty and Disclaimer

1. THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE WEBSITE AND CONTENT WILL MEET USER’S REQUIREMENTS OR THAT THE CONTENT IS ACCURATE OR UP TO DATE. YOU ASSUME ALL RESPONSIBILITY FOR ACCESSING AND USING THE WEBSITE AND CONTENT. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
2. PURCHASES OF SERVICES ARE NOT CONDUCTED THROUGH THE WEBSITE AND NOTHING IN THIS WEBSITE CONSTITUTES A COMMITMENT OF OURS TO PROVIDE SERVICES TO ANY PERSON OR ENTITY WHICH VISITS THE WEBSITE.
3. THE COMPANY DOES NOT WARRANT THAT THE ACCESS TO AND USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL VULNERABILITIES AND DEFECTS WILL BE DETECTED, OR THAT THE WEBSITE IS FREE FROM VIRUSES OR OTHER HARMFUL CODE. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
4. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

11. Limitation of Liability. IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND REPRESENTATIVES, OTHER THIRD PARTIES, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE CLAIMS, LOSSES, OR DAMAGES, RELATED TO OR IN CONNECTION WITH THE WEBSITE OR CONTENT MADE AVAILABLE ON OR THROUGH THE WEBSITE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS, ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL AND/OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, OR DAMAGES IN CONNECTION WITH ERRORS, OMISSIONS OR INACCURACIES OF THE CONTENT, OR WEBSITE OR ANY DECISION MADE IN RELIANCE ON THE CONTENT CONTAINED ON OR ACCESSIBLE THROUGH THE WEBSITE. YOUR SOLE REMEDY FOR ANY CLAIMS IN CONNECTION WITH THE WEBSITE IS TO DISCONTINUE USING THE WEBSITE AND THE RELATED CONTENT.

THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION ‎11 SHALL APPLY: (I) EVEN IF THE COMPANY, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).

NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.

12. Indemnification by User. User shall indemnify, defend and hold harmless the Company, its affiliates and its and their respective officers, directors and employees from and against any and all claims, damages, actions and causes of action in connection with the Website, or in connection with any distribution, publication, exportation, disclosure, misuse or misconduct by User, or fraudulent behavior by User.

Modifications to Website/Content. You acknowledge and agree that the Company reserves the right to change, modify, amend, suspend or discontinue any aspect of the Website or Content at any time, without notice and without liability to you or any other third party. If you do not agree to the new or different terms, you should not use and are free to discontinue using the Website.

13. Modifications to Website/Content. You acknowledge and agree that the Company reserves the right to change, modify, amend, suspend or discontinue any aspect of the Website or Content at any time, without notice and without liability to you or any other third party. If you do not agree to the new or different terms, you should not use and are free to discontinue using the Website.

14. Termination. The Company may terminate your use of the Website at any time and without prior written notice in any case you have breached these Terms. We shall not be liable to you or any third party for termination of your use of or access to the Website, or any portion thereof. Any provision of these Terms which is intended to survive termination shall survive termination of these Terms.

15. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.

16. Choice of Law and Venue. This Agreement shall be governed by and interpreted in accordance with laws of the State of Israel, without giving effect to any conflict of law provisions. The exclusive jurisdiction shall vest with the competent courts in the city of Tel Aviv-Yafo, Israel.

17. General. (i) These Terms and the Privacy Policy represent the complete agreement concerning the Website between you and the Company. (ii) Section headings are provided for convenience only and have no substantive effect on construction. (iii) The failure of the Company to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. (iv) These Terms may not be assigned by User without our prior written consent.

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Copyright © 2023, Letstok Technologies Ltd. All rights reserved.

Last Updated: September 12, 2023

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