1. Browser.ai Responsibilities

a. Browser.ai will make any of the services detailed in this Agreement or otherwise offered on the Browser.ai platforms ("the Services") available to Client in accordance with the provisions of this Agreement, including Browser.ai's Service Level Agreement, if applicable. Browser.ai shall have the right, but not the obligation, to monitor Client's use of the Service for billing purposes and to verify no misuse or network abuse. Browser.ai may share the Client's relevant information with any authority in case of a complaint, investigation or a lawsuit, if Browser.ai determines that it is necessary to comply with any subpoena, judicial or governmental requirement, or order

b. Certain Services will be made available subject to Browser.ai's completion of a successful compliance review process of the Client. Such review may include a Know Your Client process, video calls with the Client and any other measures that Browser.ai decides, at its sole discretion, are necessary to approve Client's use of the Service. Client will cooperate with Browser.ai and provide it with any information reasonably required as part of the compliance review process.

2. Temporary Suspension

Browser.ai in its sole discretion and at any time, may suspend Client's right to access or use the Service immediately upon notice to Client if Browser.ai, at its sole discretion, determines that:

a. Client's use of or registration to the Service (i) poses a security risk to Browser.ai or its Service or any third party, (ii) may adversely impact Browser.ai or any of its clients, including by way of causing a user to be blocked from certain websites, networks or services, (iii) may subject Browser.ai, its affiliates, or any third party to liability, or is in breach under any applicable laws or regulations, (iv) may be fraudulent, or (v) may disparage or devalue Browser.ai's reputation or goodwill; or

b. Client is in breach of this Agreement, including if Client is delinquent on payment obligations; or

c. Client has violated any of its representations and warranties under this Agreement or any other representation and warranties provided to Browser.ai associated with Client's use of the Service.

3. Client Warranties and Representations

The Client warrants, represents and covenants to Browser.ai that:

a. It is aware that the Services may only be used by individuals that are at least 18 years old and at least the legal age allowed for by the applicable jurisdiction. The Client represents and warrants that, to the extent it is an individual, it is of legal age, as described above. Client further acknowledges that Browser.ai may require proof of age as a condition for the provision of the Service.

b. To the extent that the use of the Service will contain any personal information, that is intended for processing by Browser.ai as a "processor" (as the term is defined in the applicable privacy legislation) then the provision of the Service will also be subject to Data Protection Addendum.

c. The Client will be solely responsible for any actions it performs based on the use of the Service.

d. The Client is responsible for protecting its personal username and/or password to the Service. The Client may not share its account privileges with anyone or knowingly permit any unauthorized access to the Service. The accounts of those involved will be disabled if sharing is detected.

e. The Client shall not use the Services in violation of applicable law or regulations or any third party rights (including intellectual property rights) and shall not use the Service in any manner or for any purpose other than as stated in the intended use case provided to Browser.ai, if applicable.

f. Without derogating from the generality of the above, the Client will only use the Service in accordance with the Acceptable Use Policy, as may be amended from time to time.

g. When using the Data Services, the Client shall not distribute, transmit, reproduce, publish, license, transfer, or sell any Data in order to offer a similar or competitive product.

4. Consideration

a. Following the free trial period (if granted by Browser.ai), Client will enter a valid payment method as a condition for further use or access to the Service, at the consideration stated in the Client's dashboard or in a specific insertion order or other statement of work (the "Subscription Fees"). The Subscription Fees are non-cancelable and non-refundable.

b. All payments due under this Agreement shall be payable in United States dollars. In the event payments are received in a different currency, conversion of foreign currency to U.S. dollars shall be made at the applicable conversion rate on the invoice date. Such payments shall be without deduction of exchange, collection, or other charges.

c. Prices are net of any withholding or other taxes and the Client shall be responsible for payment of all such applicable taxes, levies, or duties.

d. Client consents to receive electronic invoices and receipts from Browser.ai.

e. In the event of non-payment of the Subscription Fees in accordance with the terms hereof, the Client agrees to pay for the costs and expenses of collection of any unpaid deficiency in the Client's account, including, but not limited to, attorney's fees,court costs and any other costs incurred or paid by Browser.ai.

5. Confidential Information

If a Party (the "Receiving Party") obtains access to Confidential Information (as defined below) of the other Party (the "Disclosing Party") in connection with the negotiation of or performance under this Agreement, the Receiving Party agrees that:

a. The Disclosing Party shall retain ownership of the Confidential Information and that the Receiving Party shall not acquire any rights therein, except the right to use such Confidential Information to the extent provided in this Agreement.

b. The Receiving Party shall use at least the same degree of care to protect the Confidential Information from unauthorized disclosure or access that the Receiving Party uses to protect its own Confidential Information, but not less than reasonable care, including measures to protect against the unauthorized use, access, destruction, loss and alteration of such Confidential Information.

c. Except as otherwise provided in this Agreement, no Confidential Information disclosed pursuant to this Agreement shall be made available by the Receiving Party to any third party for any purpose, except to a consultant, attorney, subcontractor, or potential subcontractor who needs to know the Confidential Information for the performance of this Agreement and provided that they agree to be bound by the terms and conditions of this Article or another written agreement sufficient to require them to treat Confidential Information in accordance with this Agreement.

d. "Confidential Information" shall mean all information disclosed by the Disclosing Party to the Receiving Party in connection with the Agreement, whether in oral form, visual form or in writing, including but not limited to all specifications, formulas, prototypes, computer programs and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, creatives, scripts and storyboards, financial statements, memoranda, analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered), trade secrets, any know-how, customer lists, customer information, end-user information, and any information provided to the Disclosing Party by a third party under a confidentiality agreement or which the Disclosing Party is otherwise legally obligated to keep in confidence, relating to the Disclosing Party's business.

Confidential Information will not include:

e. Information that the Receiving Party received rightfully from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; or

f. Information that was previously rightfully known by the Receiving Party free of any obligation to keep it confidential; or

g. Information that becomes publicly known through no wrongful act of the Receiving Party; or

h. Information that is independently developed by the Receiving Party without reference to, use of, or access to the Confidential Information of the Disclosing Party.

The Receiving Party may disclose Confidential Information pursuant to a subpoena, judicial or governmental requirement, or order, and the Receiving Party shall not be liable in damages for any such disclosure of Confidential Information. The confidentiality obligations under this Agreement will survive any expiration or termination of this Agreement.

6. Disclaimer of Warranties

BROWSER.AI IS PROVIDING THE USE OF THE SERVICE AND ANY ACCOMPANYING DATA ON "AS IS" BASIS AND IT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED TO THE CONDITION, VALUE OR QUALITY OF THE SERVICE OR ANY ACCOMPANYING DATA, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, ABSENCE OF VIRUSES OR ANY DEFECT THEREIN, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. BROWSER.AI FURTHER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE USE OF THE SERVICE WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION CONTAINED THEREIN WILL BE ACCURATE OR COMPLETE

7. Limitation of Liability

In no event will Browser.ai be liable under this Agreement for any consequential, special, indirect or punitive damages or for any loss, profits or revenue (whether in contract, tort, negligence or any other legal theory) in any way relating to this Agreement ("Event"), even if Browser.ai had been informed in advance of the possibility of such damages. Browser.ai's aggregated liability under this Agreement for any claim or damage or series of such is limited to the amount of fees actually received by Browser.ai from Client under this Agreement during the one month period prior to the Event.

8. Indemnification

Client will defend Browser.ai against any claim, demand, suit or proceeding made or brought against Browser.ai by a third party alleging that the Client's use of any Service infringes or misappropriates such third party's intellectual property rights or breaches applicable privacy laws or any other applicable law or causes damage to such third party (a "Claim Against Browser.ai"), and will indemnify Browser.ai from any direct damages, attorney fees and costs finally awarded against Browser.ai as a result of, or for any amounts paid by Browser.ai under a court- approved settlement of, a Claim Against Browser.ai, provided Browser.ai (a) promptly gives Client written notice of the Claim Against Browser.ai, (b) gives Client sole control of the defense and settlement of the Claim Against Browser.ai (except that Client may not settle any Claim against Browser.ai unless it unconditionally releases Browser.ai of all liability), (c) gives Client all reasonable assistance, at Client's expense, and (d) Browser.ai shall not negotiate or enter into any settlement for this matter without Client's prior written consent. Client's obligations above do not apply to a Claim Against Browser.ai which is based only on Browser.ai's breach of this Agreement.

9. Term and Termination

a. This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.

b. Unless a separate schedule or statement of work agreed upon between the Parties has set a pre-determined period for the provision of the Services, either party shall have the right to terminate this Agreement immediately at any time by providing the other party an advance written notice until the end of that calendar month. The Agreement will terminate at the end of the calendar month at which the written notice was received, without the party incurring any liability towards the other party by virtue of such termination.

c. Browser.ai shall be entitled to terminate this Agreement immediately for "cause" by written notice to the Client if (a) any act or omission by Client entitles Browser.ai to suspend its access or use of the System (as defined below) or Service as described in Section 2; (b) the Client is in breach of any representation or warranties found in this Agreement or any other representation and warranties provided to Browser.ai associated with Client's use of the System or Service; (c) the Client engages in any action or activity that, in Browser.ai's sole discretion, places Browser.ai at risk under any applicable laws or regulations. Browser.ai shall not be liable to the Client or any third party for the termination of this Agreement.

d. Upon termination, any outstanding consideration amounts shall immediately become due and payable (including without limitation, for Data collected, even if not yet provided to the Client), the license granted herein shall be terminated and the Client shall immediately stop using the System or Service.

10. Specific Service Terms

Without derogating from the generality of other provisions of the Agreement, the following terms shall apply to the specific Services the Client wishes to obtain from Browser.ai:

Scraping Browser:

I. Browser.ai has developed, owns and offers a service which enables browsing the internet anonymously by redirecting users' communication through other users' devices (the "System"). This use of the System is available for commercial use under this Agreement.

II. During the term of this Agreement Browser.ai grants the Client a limited, revocable and non-transferable license (with no right to sublicense) to access and use the System solely for the purpose of Client's internal business operations.

III. Browser.ai reserves any and all rights not expressly granted in this Agreement, including, without limitation, any and all rights to the System.

IV. Browser.ai may retain data Client has collected and may use it for its own purposes in its sole discretion.

V. The Clients may choose to increase data retrieval performance by implementing a "cache proxy" solution. In this case, the Client acknowledges and agrees that the data retrieved may not be the most recent data available.

11. Miscellaneous

a. This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein.

b. All notices or other communications hereunder shall be given by email to the email address provided by the parties as part of the registration to the Service.

c. To the extent not prohibited by applicable law, the Customer waives the right to litigate in court or an arbitration proceeding any dispute related to this Agreement as a class action, either as a member of a class or as a representative.

d. This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the parties.

e. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to any law, the remaining provisions will remain in full force and effect as if said provision never existed.

f. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.

g. Browser.ai may, at any time, and at its sole discretion, modify this Agreement, with or without notice to the Client. Any such modification will be effective immediately upon public posting. Client's continued use of the Systems and Service following any such modification constitutes acceptance of the modified Agreement.

h. Browser.ai may use Client's name and/or logo in promotional materials and on Browser.ai's website.