**Taboola.com Ltd. SDK Agreement**
This SDK Agreement (“Agreement”) is between Taboola.com Ltd. (“Taboola”) and the person or entity accessing, installing or using the software and any associated documentation (“You”). The terms also apply to documentation for the application programming interfaces (collectively the “APIs”) and any software code provided by Taboola in conjunction with such documentation. The software code, documentation, APIs and other materials made available by Taboola, including any updates, supplements or support services for this SDK, are collectively referred to in this Agreement as the “SDK”. This Agreement, together with any other agreements signed with Taboola (collectively, the “Underlying Agreement”), shall define your rights in the SDK. In case of inconsistencies between this Agreement and the Underlying Agreement, the terms of this Agreement shall prevail.
**BY INSTALLING, ACCESSING OR OTHERWISE USING THE SDK, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE SDK.**
The SDK is made available by Taboola to assist developers in integrating certain functionality of the Platform (as defined in the Underlying Agreement) into applications.
1.Grant of Right. Subject to the terms and conditions of this Agreement, Taboola grants You a non-exclusive, nontransferable, non-sublicensable, royalty-free, and revocable right to: a. Copy and use the SDK in object code form in a manner that complies with the technical and implementation requirements provided under this Agreement, the Underlying Agreement, or informed by Taboola from time to time; b. Make a limited number of copies of the documentation to be used by Your employees solely to implement the Platform and serve Recommendations (as defined in the Underlying Agreement).
Restrictions on Rights. You must: a. If needed and authorized by Taboola to distribute such object code, distribute it under the terms and conditions of an end user license agreement (which agreement must require that a user not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the SDK, Taboola file formats, Taboola protocols, and/or any part thereof; and which requires end users to indemnify, defend, and hold harmless Taboola from any claims, including attorneys’ fees, related to the distribution or use of Your Developed Programs); b. include on each copy all applicable copyright and trademark notices; c. be solely responsible to Your customers for any update or support obligation or other liability which may arise from such distribution; d. Except if authorized in the Underlying Agreements, not use Taboola’s trademarks to market Your application without written permission of Taboola, or in a way that suggests Your applications come from or are endorsed by Taboola, and not make any statements that Your application is “certified,” or that its performance is guaranteed by Taboola; e. remain at all times responsible and liable for the misuse of the SDK by Your employees ; f. not Use the SDK to create, develop or use any program, software or service which (i) takes away the functionality of Taboola products or other Taboola software; (ii) exposes and/or discloses header file information; (iii) contains any viruses, Trojan horses, worms, logic bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (iv) when used in the manner in which it is intended, violates any material law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti discrimination or false advertising); or (v) interferes with the operability of other Taboola or third-party programs or software; g. not modify, distribute, adapt, rent, lease, sell, assign, or otherwise transfer the SDK or any technology therein; h. not work around any technical limitations in the SDK; i. not use the SDK to create or facilitate the creation of any product or service that is competitive with the Service (as defined in the Underlying Agreement) or Taboola, including connecting to any other platform or to any third party server using the SDK; j. not combine the SDK with other software such that You restrict, impede, circumvent, compromise, impact the functionality of or charge for access to the SDK; k. not reverse engineer, decompile or disassemble the SDK; and l. not publish the SDK for others to copy. m. Follow the documentation integration steps as described in the developers website n. Submit your app to Taboola approval before going live
Ownership of Intellectual Property. The SDK and any authorized copies that You make are the intellectual property of and are owned by Taboola. The structure, organization and code of the SDK are the valuable trade secrets and confidential information of Taboola. The SDK is protected by law, including without limitation the copyright laws of Israel, and by international treaty provisions. You agree to protect Taboola’s copyright and other ownership interests in all items in the SDK. You agree that all authorized copies of items in the SDK reproduced for any reason by You will contain the same copyright, trademark, and other proprietary notices as in the SDK. Taboola retains all right, title and ownership throughout the world in the intellectual property embodied within the SDK. All rights not expressly granted are reserved by Taboola.
Support. Taboola is not obligated to provide any technical or other support (“Support”) for the SDK. However, if Taboola chooses to provide any Support to You, Your use of such Support will be governed by then-current Taboola policies. With respect to any technical or other information You provide to Taboola in connection with any such Support, You agree that Taboola has an unrestricted right to use such information for its business purposes, including for product support and development. Taboola will not use such information in a form that personally identifies You.
Upgrades; End of Life. Taboola is not obligated to provide any upgrades or future versions of the SDK. Taboola reserves the right to discontinue offering the SDK or to modify the SDK at any time in its sole discretion. If Taboola makes available any upgrades, patches, enhancements, or fixes for the SDK (“Updates”), such Updates will become part of the SDK. You shall implement the Updates at least once each quarter. If You are dissatisfied with any aspect of the SDK at any time, Your sole and exclusive remedy is to cease using it.
EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO ISRAELI EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL ISRAELI, AND INTERNATIONAL EXPORT LAWS AND REGULATIONS, WHICH INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
Term and Termination. This Agreement is effective until the earliest between termination thereof or termination of the Underlying Agreement . Taboola has the right to terminate this Agreement immediately if You fail to comply with any term of this Agreement. Despite anything contained in this Agreement to the contrary, Taboola may, in its sole discretion, terminate or suspend access to the SDK at any time. You acknowledge that termination of your rights and/or monetary damages may not be a sufficient remedy if You breach this grant of rights and that Taboola will be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief in the event of a breach. Upon any termination of this Agreement or the Underlying Agreement, You must (a) destroy or return to Taboola all full and partial copies of the SDK and (b) discontinue use or distribution of the SDK. Sections 2, 3, 4, 6, 7 and 9-11, along with any other provisions that would reasonably be deemed to survive termination, shall survive any termination and/or expiration of this Agreement.
Modifications Notices. Taboola may change this Agreement from time to time If you do not stop using the SDK, then your use of the SDK will continue under the changed contract. Taboola may give notices to You, at Taboola’s option, by posting on any portion of Taboola’s website or the website on which the SDK is made available to You or by electronic mail to any e-mail address provided by You to Taboola.
**9. DISCLAIMER OF WARRANTY. The right in the SDK is granted “as-is.” You bear the risk of using it. Taboola gives no express or implied warranties, guarantees or conditions. You may have additional consumer rights under Your local laws which this agreement cannot change. To the extent permitted under Your local laws, Taboola disclaims the implied warranties of merchantability, fitness for a particular purpose and non-infringement. ** 10. Limitation of Liability. IN NO EVENT SHALL TABOOLA BE LIABLE TO YOU FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. TABOOLA’S CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED FIVE DOLLARS ($5.00).
Applicable Law; Venue. This Agreement will be governed by and construed in accordance with the laws of Israel excluding its conflicts of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the City of Tel-Aviv, Israel and the parties hereby irrevocably consent to personal jurisdiction and venue therein.