MSA Subscription

LetsTok Master SubscriptionAgreement

Preamble

This Master Subscription Agreement (“MSA”) is incorporatedin and forms an integral part of the applicable Service Order entered between LetsTokTechnologies Ltd. that provides the applicable Services (as defined below) (“LetsTok”, “we”)and the entity / person that uses such service, all as set forth in theapplicable Service Order (“Customer”, “you”) that wasentered between the parties (each a “Party” and togetherthe “Parties”).

The following documents are included in this MSA as appendixes andform an integral part hereof, which together with the Service Order, form theagreement between Customer and LetsTok with respect to the Services provided byLetsTok to Customer under and in accordance with the terms of the applicableService Order (the “Agreement”):

• The Data Protection Addendum (“DPA”)     attached hereto as Appendix B.
• Any guidelines, including content policies     and/or guidelines referenced hereto.

By accessing the Platform and/or using the Services described inyour Service Order with LetsTok (“Services”), you hereby agree andaccept the Agreement in full. We recommend that you print out or save a localcopy of the Agreement for your records. Capitalized terms used but not definedelsewhere in the Agreement will have the meaning ascribed to them in AppendixA attached hereto.

If you do not accept this Agreement in its entirety, you may notaccess or use the Platform or any Services therein. If you are an individualwho consents to this Agreement on behalf of a business, you represent andwarrant that you have the authority to bind that business to this Agreement andyour 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 thatbusiness. You also consent to the use of: (a) electronic means to consent toand complete this agreement and to provide you with any notices given pursuantto this Agreement; and (b) electronic records to store information related tothis Agreement and your use of any Services.

From time to time we may change this Agreement. LetsTok will makereasonable commercial efforts to notify you of any updates to this Agreement bymaking such updates available on the Platform. Notwithstanding the foregoing,your continued use of the Platform or any Services therein will be deemedacceptance to any amended or updated Agreement.

1.      General

1.1.   Scope. Subject to the terms andconditions of the Agreement (including Customer’s payment obligations underSection ‎5 below),LetsTok will provide the Customer with the Services through the Platform, inaccordance with the Customer’s applicable Subscription purchased by theCustomer, as detailed in the respective Service Order.

1.2.   Conflict resolution clause. In theevent of a conflict between a provision of this MSA and a provision of theapplicable Service Order, the provision of the Service Order shall prevail.

2.      Registration& Set Up

2.1.   Account Registration. In order toaccess the Platform and the Services therein, Customer shall be required toregister for an Account. In registering an Account with LetsTok, Customershall: (i) provide accurate, truthful, current and complete information; (ii)maintain and promptly update its Account information; (iii) maintain thesecurity of its Account by not sharing Account access data, including anylog-ins and passwords, and restricting access to its Accounts and devices; (iv)promptly notify LetsTok if it discovers or otherwise suspects any securitybreaches related to the Account, including if its Account information or accessdata has been compromised; and (v) take sole responsibility for all activitiesthat occur under its Account and accept all risks of unauthorized access. Inthe event of a breach, LetsTok reserves the right to close Customer’s existingAccount and require Customer to create a new Account and agree to allthen-current LetsTok terms and policies in place.

2.2.   Business Credit Score Check. At anytime, prior to or after the commencement of Customer’s use of the Platformand/or the Services provided therein, LetsTok may run a business credit scorecheck on the Customer to ensure its financial stability. Further to the resultof such check, LetsTok will have the right to require Customer to prepayLetsTok for its usage of the Platform and the Services therein or to suspend Customer’sAccount until such prepayment is made.

2.3.   Login Data. Customer agrees to keepaccess information, such as user names and other login data, passwords, andother information required in order to access the Services and the Account,strictly confidential, and will not disclose such information to any ThirdParty without LetsTok’s prior written (email suffices) approval or as otherwiseagreed in the Agreement. Customer must inform LetsTok immediately upon becomingaware that any unauthorized Third Party has gained access to any suchinformation or to Customer’s technology, systems, equipment, and/or property.LetsTok reserves the right at its sole discretion to either change the accessinformation or to block any Account at LetsTok’s own discretion and withoutprior notification. In such cases, LetsTok will inform the Customer withoutundue delay and will provide any such new access information upon requestwithin a reasonable time.

3.      Licenses andproprietary rights

3.1.   License to use the Services. Duringthe applicable Subscription Term and subject to the terms and conditions ofthis Agreement,  LetsTok will provideCustomer in consideration for the full payment of the fees herein and asdetailed in the Service Order, with a limited, non-exclusive, royalty-free,non-transferable, non-sub-licensable, revocable license to access and use the Platformand the Services therein in accordance with this Agreement and the Customer’sapplicable Subscription as detailed in the Service Order, solely for Customer’sinternal business purposes. All rights not expressly granted to Customer areand shall remain the exclusive property of LetsTok. Customer shall ensure thateach Authorized User is bound by and complies with all of the applicableprovisions of this Agreement and will remain liable at all times for (i) allobligations hereunder arising in connection with any Authorized User’s use oraccess of the Platform and/or the Services therein, Documentation, or any otherIntellectual Property Right or exercise of any rights under this Agreement;(ii)  any act or omission by anyAuthorized User which, if performed or omitted by Customer, would be a breachof this Agreement; or (iii)  any damages,costs, expenses or other liabilities caused by such Authorized User, and ineach such case the Customer shall indemnify, defend and hold LetsTok harmlessfrom any such losses, damages, costs and expenses caused by it or by anyAuthorized User.

3.2.   Customer’s License to LetsTok. Customerhereby grants to LetsTok, its Affiliates and third party’s providers, anon-exclusive, irrevocable, unlimited, worldwide and royalty-free right andlicense to: (a) use the scripts provided by the Customer as part of the NewOrder and Customer Data in order to enable the serving and generating of, theNew Order Videos (including any Intellectual Property Rights therein) via theService; and (b) use such scripts and Customer Data for providing the Service,including without limitations to (i) make technical modifications (includingresizing) as necessary to conform the New Order Videos to LetsTok’s technicalspecifications and requirements, (ii) address troubleshooting and improve theService, and (iii) provide, reporting, analytics, and/or billing in connectionwith Customer’s use of the Service.

4.      All of the Deliverables generated as part ofthe Services through the Platform, including the Intellectual Property Rightsembedded therein, shall be the sole and exclusive property of Letstok. Withoutderogating from the aforesaid, Customer hereby receives, for a period of one(1) month from the date of creation or as long as the Customer holds a validsubscription (matching the number of promoted video ads), a non-exclusive,revocable, worldwide, and royalty-free right and license to upload, distribute,disseminate, make publicly available, and otherwise fully promote theDeliverables on any social media platform, provided that such use complies withthe content guidelines set forth in Appendix C.

5.     It is hereby clarified thatthe Deliverables are intended solely for the Customer’s internal business use.The Customer is strictly prohibited from selling and/or reselling theDeliverables to any third parties and/or making any modifications or alterationsof any kind to the Deliverables. The Customer acknowledges that anyDeliverables provided by Letstok are offered on a non-exclusive basis, andother customers, third parties, or Letstok itself may also be granted access touse such Deliverables.

5.1.    Licenselimitation. Nothing contained in this Section ‎3 or otherwise in the Agreement shall transfer any right, title, orinterest in or to any of the Services to Customer. Except as expressly statedin Sections ‎3.1, ‎3.2 and ‎3.3 above, as between LetsTok and Customer: LetsTok and its Affiliatesretain all right, title, and interest in and to the Services and Customerretains all rights and interest in and to the Customer Data. Except asexpressly permitted under this Agreement, either Party will not access, use,reproduce, reverse-engineer, modify, lend, distribute or otherwise makeavailable or exploit the Services, the Platform or Customer Data, asapplicable. Except as expressly provided herein, Customer may not and shallnot, permit anyone to directly or indirectly, (i) translate, modify, copy, orotherwise reproduce the Platform or the Services in whole or in part; (ii)reverse engineer, decompile, disassemble, or otherwise attempt to discover orderive the source code, object code, or underlying structure, ideas oralgorithms of the Platform and/or the Services or any Documentation or datarelated to or provided with the Platform and/or the Services or the form or structureof the Platform and/or the Services; (iii) permit any third party to gainunauthorized access to the Platform and/or the Services; (iv) create derivativeworks based upon any or all of the Platform and/or the Services or any of theircomponents and/or outputs, including without limitation the Deliverables; (v)interfere in any manner with the hosting of the Platform and/or the Services;(vi) assign, sublicense, pledge, lease, rent, publish, sell, market or shareits rights under this Agreement; (vii) make the Services or materials resultingfrom the Services (including any Deliverables) available in any manner to anythird party for use in the third party’s business operations; (viii) use thePlatform and/or the Services and/or their outputs (including any Deliverables)unlawfully or in any manner not expressly authorized by this Agreement; (ix)access or use the Platform and/or the Services in order to build or support,and/or assist a third party in building or supporting, products or services competitiveto the Services and/or the Platform; (x) use the Platform and/or the Servicesin any manner that could damage, disable, overburden, impair or otherwiseinterfere with LetsTok's provision of the Services or (xi) use the Platformand/or the Services for timesharing or service bureau purposes or otherwise forthe benefit of a third party. Breach of this Section ‎3.4 by the Customer or by any Authorized User shall be deemed amaterial breach of the Agreement and entitle LetsTok to terminate theAgreement.

5.2.   No Implied License. Except asexpressly provided herein, nothing in this Agreement will be construed toconfer any ownership interest, license, sale or other rights upon Customer orLetsTok (as applicable) by implication, estoppel or otherwise as to anyIntellectual Property Rights of the other Party or any Third Party.

5.3.   The rights granted to the Customer underthis Agreement are limited to the applicable Subscription Term and scope.Customer agrees to make reasonable effort to prevent unauthorized third partiesfrom accessing the Services or the Platform.

5.4.   Customer will not delete or in anymanner alter the copyright, trademark, or other proprietary rights notices ofLetsTok, if any, appearing on or in the Services and/or the Platform, screenoutputs, prints, Deliverables generated from the use of the Services unlessotherwise expressly agreed beforehand in writing by LetsTok.

5.5.   LetsTok shall not be responsible forany degradation, downtime, or inoperability of the Platform and/or the Servicesif such is caused due to any of the following: (i) Customer 's misuse of thePlatform and/or the Services or in violation of the terms of the Agreement;(ii) failures of Customer’s internet connectivity; (iii) Customer's failure tomeet any minimum hardware or software requirements; (iv) scheduled downtimes byLetsTok (v) failure of the Platform and/or the Services due to unauthorizedchanges or modification or additions made by Customer in the existinginterfaces with the Platform and/or the Services; or (vi) failure of thePlatform and/or the Services or set off or configuration of the Platform due tofailure or delays caused by third party providers (including IOT devices).

6.      Representationsand Warranties

6.1.   Mutual Representations andWarranties. Each Party represents and warrants that: (a) it has all requisitepower and authority to execute and enter into the Agreement and perform itsobligations therein and hereunder and that the Agreement is a valid and bindingagreement by such Party; and (b) the execution of the Agreement, and itsperformance under it, will not constitute a breach or default of, or otherwiseviolate any agreement to which it is a party or violate any right of any thirdparties arising therefrom. LetsTok represents and warrantsthat: (a) the Services shall, in all material aspects, operate as set out inits respective Service description set forth in the applicable Service Order;and (b) the Platform shall be and is in compliance with any applicable laws anddoes not infringe any third-party Intellectual Property Rights.

6.2.   Customer Representation andWarranties. Customer represents and warrants that: (a) its use of the Deliverablesprovided by LetsTok via the Services and/or any content provided by theCustomer, as applicable, do not and will not infringe upon or violate anyIntellectual Property Right, right of publicity, privacy right or are otherwiseillegal; (b) its use of the Services will be in full compliant with thisAgreement; (c) the Customer shall not (i) use and/or modify the Deliverables(ii) provide any content that, in any way or manner will include or refer toProhibited Content, violate applicable law, and/or otherwise fail to adhere tothe Content Guidelines-Appendix C as updated by LetsTok from time to time; (d) Customer’sperformance under the Agreement and Customer’s use of any Deliverables, asapplicable, generated as part of the Services will not violate any applicablelaw or regulation, including where applicable, but not limited to, the U.S.Children’s Online Privacy Protection Act of 1998 and its rules, as amended fromtime to time (“COPPA”), the General Data Protection Regulation (“GDPR”) and itsrules, as amended from time to time, the California Consumer Privacy Act(“CCPA”) and its rules, as amended from time to time, Geral de Proteção deDados (“LGPD”) and its rules, as amended from time to time, and any other dataprotection law that may enter into effect in the future, or cause LetsTok to bein violation of any applicable law or any applicable terms of any mobileapplication store; (e) Customer will not place and/or use the Deliverables, asapplicable, in any website, advertising inventory and/or other publishingchannel that contain any Prohibited Content, violate applicable law, and/orotherwise not in accordance with the Content Guidelines; (f) Customer isresponsible for all activity occurring under Customer’s user accounts and shallabide by all applicable local, national and foreign laws, treaties andregulations in connection with Customer’s and Customer's Authorized Users useof the Services as well as the Customer Data license provided under Section ‎3.2, including those related to data privacy, internationalcommunications and the transmission of technical or personal data.

6.3.   Letstok reserves the right torequest the immediate removal of any Deliverables generated through thePlatform in case of any suspected violation of this Agreement (e.g., suspectednon-legitimate use, copyright concerns, or other issues) without the need ofproviding further explanation. You must abide by Letstok's request and removesuch Deliverables within 72 hours of receiving notice.

6.4.   LetsTok disclaims all liability forthe use or misuse of the Services and/or the Platform and/or the Deliverablesprovided therein, any content (including Creators Content) featured on thePlatform and any decision Customer takes based on such use. This includes information,data, recommendations, indications, benefits, reports and any and all otherinformation and content, regardless of form, made available by LetsTok inconnection with the Services.

6.5.   LetsTok’s services may be subject tolimitations, delays, and other problems inherent in the use of the internet andelectronic communications or the use of any third party hosting (cloud base)service provider. LetsTok is not responsible for any delays, delivery failures,or other damage resulting from such problems.

6.6.   Without derogating from theforegoing, Customer shall: (i) notify LetsTok immediately of any unauthorizeduse of any password or account or any other known or suspected breach ofsecurity; (ii) report to LetsTok immediately and use reasonable efforts to stopimmediately any copying or distribution of the Services featured on thePlatform; and (iii) not impersonate or provide false identity information togain access to or use the Services.

6.7.   Security Violations. You are prohibited from violatingor attempting to violate the security of the Services and/or the Platform,including, without limitation, (a) accessing data not intended for Your accessor logging onto a server or an account which You are not authorized to accessor which is not applicable to your Subscription scope; (b) attempting to probe,scan or test the vulnerability of the Services and/or Platform and/or anysystem or network or to breach security or authentication measures withoutproper authorization; (c) attempting to interfere with the Services, including,without limitation, via means of submitting any trojan horse, virus, worm, timebomb or other similar harmful or deleterious programming routines to theServices and/or Platform, overloading, "flooding","spamming", "mailbombing" or "crashing" or thelike; or (d) sending unsolicited email, including promotions and/or advertisingof products or services.

7.      Payment Terms

7.1.   Payment. Unless otherwise specifiedin the applicable Service Order, LetsTok will charge the Customer fees for theServices in accordance with the pricing, the applicable Subscription Fees (asdefined in the Service Order) and other terms set forth in the Service Order,and will issue an invoice to the Customer. Following the successful full paymentby the Customer, LetsTok will credit the Customer Account and/or allow accessto certain features on the Platform and/or provide New Order Videos, asapplicable, in accordance with Customer’s purchased Subscription. It is herebyclarified that the Customer may use the Services within the scope of thepurchased Subscription, and the Customer shall not be able to make additionalpurchases on the Platform exceeding the credit in the Customer’s Account. LETSTOKWILL PROCESS NO REFUNDS AND/OR CHARGEBACKS, FOR ANY REASON.

7.2.   Late payment. Any undisputed latepayment shall bear interest at a monthly interest rate of 1.5% until paymentdate.

7.3.   Currency. Unless otherwise specifiedin the applicable Service Order, Customer will pay all fees, consideration andother amounts due under this Agreement in US Dollars via wire transfer toLetsTok’s bank account, as specified in the Service Order.

7.4.   Taxes and Expenses. Unless expresslyprovided hereunder, each Party will bear its costs and expenses incurred bysuch Party in connection with the performance of its obligations under thisAgreement. In addition, each Party shall bear its own taxes under applicablelaw. If LetsTok’s Services are subject to value-added tax (“VAT”) in themeaning of the European VAT Directive or to any other similar non-European taxunder the applicable tax jurisdiction, VAT in the amount applicable understatutory law at the time of payment shall be added and paid on the agreed feesby the Customer, provided that LetsTok is the tax debtor of such VAT amounts.

7.5.   While LetsTok is under no obligationto do so, without limiting any other terms of this Agreement, LetsTok reservesthe right to: (i) accelerate Customer’s unpaid fee obligations so that all suchobligations become immediately due and payable and until paid suspend anyServices provided hereunder and/ or (ii) retain all work on any Deliverables expectedto be provided by LetsTok to Customer in accordance with the Services, and suspendCustomer’s access to the Services and/or Platform and/or any Creator Contentfeatured therein, without notice, in the event that payment was not received byLetsTok in full and/or if LetsTok has reasonable basis to suspect any of theDeliverables, as applicable, used by Customer are in violation of thisAgreement.

7.6.   Any breach of Customer paymentobligations pursuant to this Section ‎5 will be deemeda material breach of the Agreement.

8.      Customer Data,Security and Data Privacy

8.1.   Customer shall have theresponsibility for the accuracy, quality, integrity, legality, reliability,appropriateness of the Customer Data and its use. Notwithstanding anything tothe contrary herein and without limiting or derogating from Customer’s sole responsibilityfor Customer Data, LetsTok reserves the right to take appropriate actionincluding, without limitation, removing or disabling access to the Services,and Customer Data if LetsTok receives notice of an alleged infringement orviolation of applicable laws arising out of or based upon Customer Data.

8.2.   Customer hereby consents to the LetsTok'scollection of Customer Data, and to LetsTok's access to and use of Customer'sIP address and internet access system to transmit Customer Data to LetsTok.

8.3.   Customer acknowledges and agreesthat in addition to the Customer Data license provided above, LetsTok requiresthe ability to share the Customer Data with relevant third parties in order toprovide its Services. These third parties may include entities such as thesystem integrator or operations and maintenance provider who installs and/ormaintains the system, a government regulatory agency providing financialincentives for the system, or a utility company. Such third parties may alsoinclude research firms, government agencies, and the like. If LetsTok sharesPersonal Data with third parties, LetsTok shall do so only if required in orderto provide the Services and after the third party recipient has entered into anappropriate data processing agreement with LetsTok.

8.4.   In the event of any act, error oromission, negligence, misconduct, or breach by LetsTok that compromises thesecurity, confidentiality, or integrity of Personal Data, LetsTok will: (a)notify Customer as soon as practicable but no later than seventy two (72) hoursof becoming aware of such occurrence; (b) reasonably cooperate with Customer ininvestigating the occurrence; and (c) perform or take any other reasonableactions required to mitigate any damages.

8.5.   To the extent that Customer Dataincludes Personal Data, the following shall apply:

8.5.1. Customerhereby declares and undertakes that the Personal Data was lawfully collectedand that all required notices have been provided to data subject and allrequired consents obtained to enable use and processing of Personal Data underthis Agreement.

8.5.2. LetsTokwill (i) process Personal Data only in furtherance of the Agreement, for thepurpose of providing Services to Customer and/or to LetsTok’s other customersunder the Customer Data License, all as set forth in the Agreement; (ii)maintain all Personal Data in confidentiality and will not disclose or transferPersonal Data to any third parties except in accordance with the provisions ofthis Agreement; (iii) implement appropriate security mechanisms in theprocessing of Personal Data; (iv) notify Customer as soon as practical of anyrequest a data subject makes to access, correct or delete Personal Dataconcerning him or her and cooperate with Customer is response to such requests;(v) notify Customer of any request or application by a regulator or other governmentalauthority in relation to the Personal Data processed hereunder; (vi) bring theprovisions of this Agreement regarding the processing of Personal Data to theattention of staff engaged in processing Personal Data and train them onprivacy protection, data security, and procedures relevant to this field; and(vii) ensure all staff are legally bound to maintain the confidentiality ofPersonal Data and use Personal Data only for the purpose permitted under theAgreement.

8.6.   Notwithstanding the aforementionedand without derogating from the license granted under Section ‎3.2, LetsTok shallbe entitled during and after the Subscription Term, to use Customer Data thathas been anonymized or de-identified solely for LetsTok’s legitimate internalbusiness purposes, including (i) service or product enhancement or improvement,(ii) research, testing, development, controls, and operations of the Services,and (iii) analyze market trends and use of such analysis for its businesspurposes. Customer grants LetsTok a non-exclusive, worldwide, paid-in-full, nontransferable, non assignable, perpetual and irrevocable right and license tode-identify, extract, copy, aggregate, process and create derivative works ofde-identified Customer Data.  

9.      IntellectualProperty Ownership

9.1.   LetsTok shall exclusively own allright, title and interest, including all related Intellectual Property Rights,in and to the Platform, the Services, the Deliverables generated therein, theCreators Content featured on the Platform, any technology used to provide theServices and any suggestions, ideas, enhancement requests, feedback,recommendations or other information provided by Customer or any other partyrelating to the Services. This Agreement shall not constitute and is not a saleand does not convey to Customer any rights of ownership in or related to thePlatform, the Services, the Deliverables generated therein, the CreatorsContent featured on the Platform, LetsTok’s technology or the IntellectualProperty rights owned by LetsTok other than the right to access and use theServices during the Subscription Term pursuant to the terms of this Agreement. LetsTok’sname, LetsTok’s logo, and the product names associated with the Services and/orthe Platform are trademarks of LetsTok or third parties, and no right isgranted to use them other than the right, solely during the Term, to publishsuch logo, and the product names associated with the Services are trademarks ofLetsTok in Customer presentation and website.

8.2 This section will surviveany expiration or termination of this Agreement.

10.  Modification ofServices and/or the Platform

The Services and/or Platform and/or any Creators Content featuredon the Platform, by their nature, may be updated and developed continuouslyover time. LetsTok may modify the Services and/or Platform without prior noticebut only with effect for the future (i.e., not retroactively) and provided thatthe modification is reasonable for the Customer considering its interests. Amodification is reasonable for the Customer if it is necessary to adapt theServices to changed circumstances regarding technological developments, marketrequirements, and any changes of applicable law, and in case of any newfeatures, functions, or services added to the Services. Accordingly, Customer’sright to use the Services under this Agreement is limited to the then-currentversion of the Services. If a modification of any of the Services is notreasonably acceptable for Customer, Customer has the right to cease using thePlatform. Customer shall have no other claims against LetsTok due to changes inand to the Services.

11.  Disclaimers;Limitation of Liability

11.1.                     Services Disclaimer. LetsTokprovides the Services, the LetsTok Platform, the Deliverables and/or the content,including the Creators Content appearing therein “as is” and “as available”without representations and warranties of any kind, express or implied,including, without limitation, implied warranties of merchantability, title andnon-infringement, fitness for a particular purpose, reasonable care and skillor any warranties arising out of a course of dealing or course of performance.Without limiting the foregoing, LetsTok does not warrant that Customer’s use ofthe Services and/or the Platform will be uninterrupted, error-free, orvirus-free, nor does LetsTok make any warranty as to any results that may beobtained by use of the Services and/or Platform and/or any Deliverables, asapplicable. Further, Customer acknowledges that the content and the CreatorsContent featured on the Platform as part of the Services provided thereunder byits nature is provided by Third Parties and involves third parties’ and ContentCreators and that LetsTok does not endorse nor make any representation orwarranty regarding the accuracy, truth, quality, availability, suitability orreliability of any promise, claim or statement contained in any of the content,including the Creators Content or Deliverables that may be generated throughthe Services on the Platform. LetsTok is not responsible for any errors,omissions, or inaccuracies contained in any Deliverables or any content(including Creators Content) featured on the Platform. Customer acknowledgesthat it has received no assurances from LetsTok that it will receive or earnany particular value or amount of money by using the Services and/or theDeliverables, or that it will recoup any expenditure made in fulfillment of itsobligations under this Agreement. LetsTok makes no warranty and/or assurancesin respect of audience’ response to the any Deliverables, as applicable,generated through the Platform. LetsTok does not provide any warranty orguarantee that Deliverables and/or Creators Content willbe displayed in a quantity, manner or reach performance satisfactory to Customer.Without derogating from the foregoing, It is hereby clarified that any NewOrder Videos provided to the Customer by LetsTok, if applicable under theirrespective Subscription as detailed in the Service Order, shall be delivered inreasonable times and in accordance with Customer’s specifications and scripts outlinedin the Service Order, provided that such specifications must be reasonable and mustnot include or promote any Prohibited Content of any kind and/or illegal orinappropriate requests whatsoever, as shall be determined at LetsTok’s solediscretion. It is expressly understood that New Order Videos are provided “asis” and “as available” without representations and warranties of any kind,express or implied, and Customer shall have no option to ask for any revisionsor alterations to the New Order Videos supplied to him by LetsTok.  

11.2.                     Limitation of Liability. Except forbreach of confidentiality, willful misconduct, and/or gross negligence, to themaximum extent permitted by applicable law, neither Party will be liable forindirect, special, incidental, exemplary, mental anguish, punitive, orconsequential damages arising out of or related to this Agreement, includingwithout limitation lost revenue, lost profits or business interruption, loss ofdata, good will or business opportunity arising from or relating to thisAgreement, the subject matter hereof the services, including withoutlimitation, damages arising from loss of information or data, or any otherdamages, however caused, and under whatever cause of action or theory ofliability, including but not limited to tort (including negligence), contract(including fundamental breach)  orotherwise, even if a Party has been advised of the possibility of such damages.Except in connection with Customer’s obligation to pay LetsTok in accordancewith the terms of this Agreement, for all claims related to this Agreementneither Party’s total aggregate liability shall exceed the amount of tenthousand us dollars (US$10,000). Notwithstanding the foregoing, nothing in thisAgreement shall limit the liability for breaches of each party’s obligationsunder sections ‎10, ‎11, and AppendixB.

12.  Indemnification

12.1.  By Customer. Customer shallindemnify, defend and hold harmless LetsTok, and its directors, officers andemployees, and its Affiliates and suppliers and their directors, officers andemployees (collectively, the “LetsTok Indemnified Parties”) againstany liability, damage, loss or expense, fines, penalties and interests(including reasonable attorneys’ fees and costs) incurred by the LetsTokIndemnified Parties as a result of any third-party claim, suit or otherproceeding (collectively, “Claims”) brought or made against any ofthe LetsTok Indemnified Parties alleging (a) any infringement of IntellectualProperty Right of any third party or any illegal act in connection withCustomer’s use of the Services and/or the Platform and/or the Deliverables providedtherein; (b) a breach by Customer of any of its representations or warrantiesunder Section ‎4 of this Agreementand/or (c) a claim arising from Your (and/or Your Authorized Users) breach ofthis Agreement.

12.2.  By LetsTok. LetsTok (for the purposeof this Section ‎10.2 the “Indemnifying Party”), shall indemnify, defend and holdharmless Customer, and its directors, officers and employees, and itsAffiliates and their directors, officers and employees (collectively, the “CustomerIndemnified Parties” and together with the LetsTok Indemnified Parties,each shall be referred to hereunder as an “Indemnified Party”) againstany liability, damage, loss or expense, fines, penalties and interests(including reasonable attorneys’ fees and costs) incurred by the CustomerIndemnified Parties as a result of any Claims alleging (a) that the Platformprovided by LetsTok to Customer under the Agreement infringes any IntellectualProperty Right of any third party or is otherwise illegal; and/or (b) a breachby LetsTok of any of its representations or warranties under Section ‎4 of this MSA. In the event of any such threatened or actual Claim,in addition to its indemnification obligations herein, LetsTok will have theright, in its discretion, to either (i) replace or modify the infringing orallegedly infringing components of the Services, or (ii) immediately terminatethis Agreement upon written notice to the Customer.

12.3.  Indemnification Process: TheIndemnified Party shall: (a) give the Indemnifying Party prompt written noticeof the relevant Claim; (b) provide the Indemnifying Party, at the IndemnifyingParty’s expense, with reasonable information, assistance and cooperation in thedefense of such Claim; and (c) give the Indemnifying Party the right to controlthe defense and settlement of any such Claim, except that the IndemnifyingParty will not enter into any settlement that affects the Indemnified Party’srights or interest without the Indemnified Party’s prior written approval,which shall not be unreasonably withheld or delayed, and provided further thatthe Indemnified Party shall not be required to allow the Indemnifying Party toassume the control of the defense of a Claim to the extent that the IndemnifiedParty determines (i) any relief other than monetary damages is sought againstthe Indemnified Party, (ii) there may be a conflict of interest between theIndemnifying Party and Indemnified Party in the conduct of the defense, or(iii) settlement of, or an adverse judgment with respect to, such claim couldreasonably be expected to establish a precedential custom or practicematerially adverse to the continuing business interests of the IndemnifiedParty, and in such events the costs of defense will be considered “Claims” asdefined above. The Indemnified Party will have the right to participate in thedefense of such Claim with counsel of its choice at its own expense.

13.  Confidentiality

13.1.  Confidentiality. Except as providedherein, neither Party shall disclose, disseminate, communicate or provideaccess to any Confidential Information of the other Party, including, but notlimited, to the terms or conditions of the Agreement (which shall be deemed theConfidential Information of each Party), to any Third Party, except aspermitted by the Agreement and further agrees to take reasonable precautions toprevent any unauthorized use, disclosure, publication or dissemination ofConfidential Information; (ii) reverse engineer, decompile or disassemble anyConfidential Information disclosed to it by the disclosing party; (iii) useConfidential Information for any purpose other than for performing such Party’sobligations hereunder or in a manner that is in contravention of the terms ofthis Agreement; or (iv) appropriate any Confidential Information to recipient’suse or benefit or to the use or benefit of any third party. Notwithstandinganything to the contrary stated in the Agreement, LetsTok may communicate thegeneral nature of the Agreement and identify or announce Customer as a customerof LetsTok to Third Parties by name and logo, including in communications toexisting and potential customers.

13.2.  Handling Confidential Information.The receiving Party of any Confidential Information from the disclosing Partywill use the same degree of care to protect the disclosing Party’s ConfidentialInformation as it uses for its own Confidential Information of similar nature,but in no event less than a reasonable degree of care, and will use suchConfidential Information only for the purpose of exercising its rights orfulfilling its obligations under this Agreement. The receiving Party willpromptly return or destroy the disclosing Party’s Confidential Information uponrequest of the disclosing Party or upon termination of this Agreement(whichever occurs earlier), provided that the receiving Party shall have theright to retain a copy of the Confidential Information if and to the extentrequired (i) by applicable mandatory law for the required record retentionperiod, or (ii) for the enforcement of any claims against the other Party thatmay arise under this Agreement until such claims become time-barred. In thisevent, the receiving Party shall return, destroy, or delete (as applicable)such copy upon the expiration of the applicable record retention or limitationperiod. Except as otherwise provided for in the Agreement, the receiving Partyshall not disclose any Confidential Information to any person or entity otherthan to its employees, professional advisors and auditors and its Affiliatesand their employees, professional advisors and auditors who have a strictbusiness need to access such Confidential Information and who are bound bynon-disclosure obligations as restrictive as the confidentiality obligations inthe Agreement regarding the protection, use, and confidentiality of suchConfidential Information.

13.3.  Confidentiality Exception.Notwithstanding the obligations set forth in Section ‎11.1, each Partymay disclose the other Party’s Confidential Information to the extent that suchdisclosure is required pursuant to a duly authorized subpoena, court order, orgovernment authority order, provided that the receiving Party shall (wherereasonably practicable and without breaching statutory or regulatoryrequirements) provide prompt written notice to the disclosing Party prior tosuch disclosure, so that the disclosing Party may seek a protective order orother appropriate remedy.

13.4.  Injunctive Relief. The Partiesacknowledge that any breach of a Party’s obligations arising under this Section‎11 may give riseto irreparable harm to the other Party and that such breach may be inadequatelycompensable in monetary compensation. Accordingly, either Party may seek andobtain injunctive relief or other equitable remedies against such breach orthreatened breach, in addition to any other legal remedies that may beavailable. The Parties acknowledge and agree that the covenants containedherein are necessary for the protection of legitimate business interests of theowners of the Confidential Information and are reasonable in scope and content.

14.  Term &Termination

14.1.  Term. The Agreement will enter intoeffect either upon (i) LetsTok accepting Customer’s Account registration, whereapplicable (whereby such registration includes the acceptance of the Agreementby Customer); or (ii) the signing of a Service Order between the Parties, whichshall incorporate this MSA (the “Effective Date”). The Agreementshall continue in force until the expiration of the Subscription Term or unlessterminated as provided herein (the “Term”). No refund will be processed asa result of the termination of this Agreement.

14.2.  Termination for Cause. LetsTok maysuspend Customer’s access to and use of all or any part of the Servicesimmediately, with or without notice, if LetsTok believes in good faith that Customermaterially breached any part of this Agreement. LetsTok may terminate thisAgreement (a) for any curable breach, if Customer fails to cure such breachwithin five (5) business days after receiving written (email sufficing) noticeof such breach; and (b) for any incurable breach, immediately upon written(email sufficing) notice to Customer. Customer may terminate the Agreement forcause with immediate effect upon written notice to LetsTok if LetsTok is inbreach of one of its material obligations under the Agreement, provided thatLetsTok has not cured such breach within five (5) business days after receiptof a written (email suffices) notice of the breach from Customer.

14.3.  Effect of Termination. Upontermination of this Agreement, all rights and licenses granted to Customerunder the Agreement shall immediately terminate, and Customer will promptly payto LetsTok any amounts due under the Agreement. Customer shall discontinue allaccess to and use of the Services and shall have no rights in or to any Accountdata, which shall, as between Customer and LetsTok, be the exclusive propertyof LetsTok and must be deleted by Customer after settling any open amountspayable to LetsTok. Termination of the Agreement will not release the Customer paymentobligation accruing prior to such termination or amounts due to LetsTok for anyDeliverables delivered or generated up to the termination date in accordancewith the terms of any applicable Service Order.

14.4.  Surviving Provisions. The rights andduties of the Parties under Sections ‎5.1, ‎9, ‎10, ‎11, ‎12.4, ‎12.5, ‎13 and all Appendixes of this MSA will survive the termination of theAgreement.

15.  Miscellaneous

15.1.  Entire Agreement; Amendment;Severability. The Agreement supersedes all previous agreements between theParties relating to the subject matter hereof. No provision of the Agreementwill be deemed amended by either Party, unless such amendment or modificationis made in writing and signed by both Parties. If any provision of theAgreement is found by a competent authority to be unenforceable or invalidunder the applicable law, the enforceability and validity of the remainingprovisions will not be affected. Such provision will be interpreted andenforced to best accomplish the objectives of the Parties within the limits ofapplicable law, including applicable court decisions.

15.2.  No Waiver. LetsTok’s failure to actwith respect to a breach by Customer does not waive LetsTok’s right to act withrespect to that breach or subsequent or similar breaches. No consent or waiverby LetsTok under the Agreement shall be deemed effective unless delivered inwriting and signed by a duly appointed representative of LetsTok.

15.3.  Counterparts. This Agreement may beexecuted in any number of counterparts, each of which will be deemed anoriginal and all of which taken together will constitute one signed agreementbetween the Parties. Signatures may be transmitted by facsimile or electronicmail in PDF or another similar format and will be deemed original.

15.4.  Assignment. Customer will not assignor otherwise transfer this Agreement or any right or interest thereunder to anyThird Party without the prior written consent of LetsTok, except if suchassignment occurs (a) pursuant to a merger, sale or transfer of all orsubstantially all its assets or capital stock; or (b) to any successor orassignee of all or substantially all its business. Subject to the foregoingterms and restriction on assignments, the Agreement will be fully binding upon,inure to the benefit of, and be enforceable by, the Parties and theirrespective successors and assigns. Except as permitted by the foregoing, anyattempted assignment, delegation or other transfer will be null, void and of noeffect. Notwithstanding anything in this section to the contrary, LetsTok mayassign or otherwise transfer this Agreement without consent.

15.5.  Force Majeure. Neither Party will beliable to the other Party for failure or delay in performing its obligationsdue to causes beyond its reasonable control, including without limitation actsof God, terrorism, war, riots, fire, earthquake, flood or degradation orfailure of third-party networks or communications infrastructure.

15.6.  Marketing. Customer agrees thatLetsTok may identify Customer, including by using Customer’s name(s) andlogo(s), as a customer of LetsTok, including in LetsTok’s website(s),newsletters, case studies, emails or promotional posts in social media; in theevent that Customer wishes to be excluded from a specific promotion/publicationof LetsTok, Customer may notify LetsTok in writing and LetsTok will cease usingCustomer’s name(s) and logo(s) in such publication, on a going-forward basis,provided that LetsTok will not be required to cease such use in any printedmaterial that has already been printed or ordered. Unless otherwise agreed bythe Parties, Customer will not be entitled to any compensation as a result ofany such publication.

15.7.  Governing Law and Jurisdiction. 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.

15.8.  Independent Contractors. The Partieshereto are and shall remain independent contractors, and nothing herein shallbe deemed to create any agency, partnership or joint-venture relationshipbetween the Parties. Neither Party shall be deemed to be an employee or legalrepresentative of the other, nor shall either Party have any right or authorityto create any obligation on behalf of the other Party.

15.9.  Third-Party Beneficiaries. It is notthe intention of this Agreement to create any Third-Party beneficiary rights inany Third-Party individual or entity that is not a party to this Agreement andno such rights will be deemed to have been created.

15.10. Notice. Unless otherwise agreedherein, notices must be in writing and will be deemed given when (a) deliveredpersonally, (b) delivered by recognized overnight courier (established bywritten verification of personal, certified or registered delivery from acourier or the postal service), (c) sent by fax (established by a transmissionreport), or (d) sent by email to the recipient at the most up-to-date emailaddress provided by the other Party, provided that (i) the sending Party canconfirm that the email was apparently sent successfully according to itsordinary technical records and that the Party did not receive an error noticeand (ii) the email includes in the subject line “LEGAL NOTICE”. If sent byemail from Customer to LetsTok, the following address must be copied: support@LetsTok.com. Notices to a Partyshall be sent to the postal and electronic mail addresses set forth in thisAgreement, or such different address as a Party may designate in writing to theother Party during the Term from time to time.

Appendix A

Definitions

“Creators Content” means promotional content and creatives, including text,graphics, video, landing page, creatives or rich media provided by LetsTok to theCustomer as part of the Services for the generation of the Deliverables throughthe Platform.

“Account” means an online, password-protected account provided byLetsTok, or third-party on behalf of LetsTok, allowing Customer to access anduse the Services in accordance with the terms of the Agreement.

“Affiliates” means, with respect to a Party, all entities which, directlyor indirectly, control, are being controlled by, or are under common controlwith such Party.

“Platform” means a smart AISaaS based platform owned, controlled and developed by LetsTok, which providesvarious functions, including, without limitation, suppling UGC Services andenabling the generation of Deliverables.

“Subscription” means the applicablesubscription plan that the Customer’s is registered for, in accordance with itsapplicable Service Order.

“Subscription Term” means the periodset forth in the applicable Service Order, together with any subsequent renewalperiods, unless terminated in accordance with the provisions of this Agreement.

“Authorized Users” means such employees of theCustomer authorized by Customer, upon LetsTok's approval, to use the Platformfor the provision of the Services.

“Confidential Information” means anyproprietary, confidential and/or trade secret information of disclosing Partyand/or its Affiliates and/or others possessed by disclosing Party, whetherfurnished before or after the Effective Date of any Service Order entered byand between LetsTok and Customer, regardless of the way it is furnished. Suchinformation includes, without 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; (b) any document,diagram, drawing, computer program and/or code or other communication; and/or(c) the conditions of the Agreement. Any information disclosed by thedisclosing Party whether it is conspicuously marked “confidential”, is known orif it should have been reasonably known by the receiving Party to beconfidential in nature, shall be considered as Confidential Information. Forpurposes of this Agreement, Confidential Information shall not include anyinformation that: (a) is, or subsequently becomes, publicly available withoutreceiving Party’s breach of any obligation owed to disclosing Party; (b) becameknown to receiving Party prior to disclosing Party’s disclosure of suchinformation to receiving Party; (c) became known to receiving Party from asource other than disclosing Party by means other than by a breach of anobligation of confidentiality owed to disclosing Party; or (d) is independentlydeveloped by receiving Party without the use of any of disclosing Party’s ConfidentialInformation. If a portion or aspect of the Confidential Information becomessubject to any of the foregoing exceptions, all other portions or aspects ofsuch information shall remain subject to all the provisions of this Agreement.

“Customer Data” means all information and data owned by Customer that wasprovided and/or transmitted via the Services and/or the Platform, includingwithout limitations, all documents, materials, Authorized Users’ contactdetails and all other forms of data or information made available by theCustomer to LetsTok for the purposes of provision of the Services.

“Personal Data” means any Customer Data relating toan identified or identifiable natural person, which concerns his or herpersonal affairs and any information which can reasonably lead to PersonalData, such as an identification number, location data, and physical attributes.

“Documentation” means any instructions, manuals, programlistings, support, technical or training materials, online information, reportsor such other information provided by LetsTok in connection with the Servicesor describing the operation or use thereof.

“Deliverables” means all documents and creatives including text, graphics, videoor rich media derived from use of the Platform and the Service therein.

“Intellectual Property Rights” means any patent, copyright,neighboring right to copyright, including database right, right to trademarks,right to trade and business secrets, right to trade dresses, right to domainnames, right to mask works, right to moral rights of authors of copyrightprotected works, right to publicity, right to privacy, and any other personalright, right of attribution, or integrity, or any other intellectual orindustrial property right anywhere in the world, whether under statutory law,common law, or otherwise.

“Prohibited Content” 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, or related to sex trafficking; (c) encourages violence or isthreatening or harassing; (d) contains viruses, spyware, adware, piratedsoftware, digital rights protection circumvention or hacking tools, spammingtools or any other harmful code or activity that could, in an impermissiblemanner, access or use, impair or injure any data, devices, computer systems, orsoftware; (e) is false, misleading or deceptive; (f) includes references togambling, alcohol, tobacco, drugs, or firearms, including without limitationammunitions, fireworks and explosives; (g) endorses or encourages violence,hatred, revenge, racism, sexism, victimization, or discrimination of any kind;(h) results in consumer fraud, product liability, or breach of contract towhich Customer is a party, or causes injury to any Third Party; or (i) promotesany products and services that fall within any of the foregoing categories (a)to (h), or promotes any company, organization, person or brand that engages inor is associated with any of the conduct described in the foregoing categories(a) to (h).

“Content Creators” meansThird Parties that have entered into a contract with LetsTok to provide contentcreation service in connection with the Services and to enable LetsTok, interalia, to serve Deliverables to the Customers.

“Third Party” means any natural person or legal entity other than a Partyor authorized agent of a Party.

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

“UGCServices” means any services requested by the Customer, in connection withthe Services, for the creation, generation and provision of the Deliverables, under the terms andconditions of the applicable Subscription plan.

“Service Order” means any service order or quote signed byLetsTok and the Customer, for the purchase of subscription to the LetsTok Platform and the Servicesgranted thereunder.  

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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.

Appendix C: Letstok Content Guidelines for Video Ads

1. Purpose
These Content Guidelines outline the acceptable use of Letstok’s platform forcreating and distributing video advertisements. By using Letstok, users agreeto adhere to these guidelines to ensure compliance with legal, ethical, andbrand safety standards.

2. Prohibited Content
Users are strictly prohibited from using Letstok’s platform to create, publish,or distribute video advertisements that contain or promote:

• Illegal Activities – Content     that encourages, facilitates, or promotes illegal activities, including     but not limited to fraud, violence, drug use, or hacking.
• Hate Speech & Discrimination – Content     that incites hate, violence, or discrimination based on race, ethnicity,     nationality, religion, gender, sexual orientation, disability, or any     other protected characteristic.
• Misinformation & Deceptive Practices – False,     misleading, or deceptive claims, including deepfakes, manipulated media,     and content that spreads false narratives or conspiracy theories.
• Violence & Harmful Content – Graphic     violence, threats, self-harm encouragement, or any depiction of physical     or psychological abuse.
• Adult & Sexual Content –     Pornographic, sexually explicit, or sexually suggestive material,     including nudity, solicitation, or exploitation.
• Harmful or Dangerous Products –     Promotion of illegal drugs, firearms, tobacco, alcohol (where prohibited),     gambling (where prohibited), or unsafe weight loss supplements.
• Intellectual Property Violations –     Unauthorized use of copyrighted materials, trademarks, brand names, or     third-party content without appropriate rights or permissions.
• Privacy Violations – Sharing     personally identifiable information (PII) without consent, including phone     numbers, addresses, social security numbers, or private communications.
• Political & Election Misinformation – Content     that manipulates or misrepresents political issues, candidates, or     elections.

3. Brand Representation & Ethical Advertising

• Users must ensure that all video     advertisements created using Letstok accurately represent the products,     services, or individuals they claim to endorse.
• Advertisements must comply with industry     standards for truthful advertising, avoiding exaggerated claims or     deceptive messaging.
• All sponsorships and paid promotions must     be clearly disclosed in compliance with applicable advertising     regulations.

4. Compliance with Laws & Regulations
Users are responsible for ensuring that their content complies with:

• Applicable local, national, and     international laws.
• Digital advertising regulations, including     but not limited to GDPR, CCPA, FTC guidelines, and other consumer     protection laws.
• Platform-specific ad policies (e.g.,     Google Ads, Facebook Ads, TikTok Ads) where applicable.

5. Enforcement & Consequences
Letstok reserves the right to:

• Remove or restrict access to content that     violates these guidelines.
• Suspend or terminate user accounts that     engage in repeated violations.
• Report illegal activity to appropriate law     enforcement or regulatory authorities.

6. Reporting Violations
If you believe any content created via Letstok violates these guidelines,please report it immediately to support@letstok.comfor review.

7. Amendments
Letstok reserves the right to modify these guidelines at any time. Users willbe notified of significant changes and are expected to comply with the updatedguidelines.

By using Letstok’s platform, you acknowledge and agree to complywith these Content Guidelines as part of the Master Service Agreement.

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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: March , 2025

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 © 2025, Letstok Technologies Ltd. All rights reserved.

Last Updated: March, 2025

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