Terms of Use
AppsFlyer Ltd. (“AppsFlyer” or “us”, “our”, “we”) provides a
software development kit which allows the tracking of mobile application use,
installations and downloads (the “Service(s)”). These Terms of use (this
“Agreement”) govern your access and use of the Services, and any code provided
by AppsFlyer. “You”/”Company” means any third party that uses the Service.

Please read this Agreement carefully. You must accept this Agreement prior to
using the Service or any code provided by AppsFlyer. By downloading or installing
the AppsFlyer code or using the Service, you signify your assent to this Agreement.
Changes may be made to this Agreement from time to time. We will make reasonable
commercial efforts to notify you of any material updates to this Agreement.
Notwithstanding the foregoing, your continued use of the Service will be deemed
acceptance to amended or updated Terms. As such, you should check frequently
to see if we have updated this Agreement. If you do not agree to any terms or
conditions of this Agreement, please do not use the Service.

1. Services. Subject to the terms and conditions hereof, during the Term (as
defined below) AppsFlyer shall provide Company with the Services on a non-exclusive
basis solely for Company’s own internal uses and, for this purpose, Company
shall integrate the code provided by AppsFlyer, including AppsFlyer’s SDK,
tracking links and APIs (collectively, the “Code”), into Company’s own
proprietary mobile application (Company’s “Application”).

2. Registration. In order to use the Services, Company will be required to register
with AppsFlyer and open an account. Company must provide all information necessary
for the registration process. Company represents and warrants that all such
information shall be accurate and complete. Company shall keep such information
up-to-date. Company shall immediately notify AppsFlyer if there is any change
in such information or security breach of the account.

3. Restrictions.

3.1. Except as set forth expressly herein or as permitted by the Services, Company
shall not, and shall not permit any third party, to (a) reverse engineer or
attempt to find the underlying code of the Services; (b) modify the Services,
or insert any code or product, or in any other way manipulate the Services in
any way; (c) modify the Code in any way without AppsFlyer’s prior written
consent; (d) sublicense, sell, or distribute the Code or bypass any security
measure of AppsFlyer with respect to the Services; (e) distribute the Code on
a stand-alone basis; or (f) use the Services except for Company’s own internal
purposes.

3.2. To the extent any of the restrictions set forth above are not enforceable
under applicable law, Company shall inform AppsFlyer in writing prior to engaging
in any of the applicable activities.

4. Warranties.

4.1. Mutual Warranties. Each party represents and warrants that (a) it is duly
organized under applicable law and has sufficient authority to enter into this
Agreement and that, (b) the execution and performance under this Agreement does
not conflict with any contractual obligations such party has to any third party.

4.2. AppsFlyer Warranties. AppsFlyer represents and warrants that the Services
(a) do not, to the best of its knowledge, infringe the intellectual property
rights of any third party, (b) do not contain any defamatory, libelous, obscene
or otherwise offensive material, (c) comply with all applicable law and regulations
(provided, that with respect to data provided by Company to AppsFlyer, AppsFlyer’s
compliance with applicable law is subject to Company’s full compliance with
applicable law with respect to such data, including its transfer to, and processing
by, AppsFlyer), (d) do not collect, use or transfer the data of end users except
pursuant to the terms of this Agreement or for the provision of the Services,
and (e) do not to the best of its knowledge contain any worms, viruses, spyware,
adware or other malicious or intrusive software.

4.3. Company Warranties. Company represents and warrants that its Application
and Data (a) do not, to the best of its knowledge, infringe the intellectual
property rights of any third party, (b) do not contain any defamatory, libelous,
obscene or otherwise offensive material, (c) comply with all applicable law
and regulations, including applicable data protection law, (d) do not collect,
use or transfer the data of end users in any manner not clearly and accurately
disclosed pursuant to a privacy policy that complies with applicable law and
regulations, and (e) do not contain any worms, viruses, spyware, adware or other
malicious or intrusive software and (f) provides to its users a clear description
of its use of the data, including its transfer to, and processing by, AppsFlyer.

5. Intellectual Property. Company shall have all right, title and interest in
its Application. AppsFlyer shall have all right, title and interest in the Code
and the Services, and all software that provides the Services. If Company provides
AppsFlyer with any feedback regarding the Code and/or the Services, AppsFlyer
may use all such feedback without restriction. Nothing herein shall be interpreted
to provide Company any rights in the Code or the Services except the limited
right to use the Code and receive the Service as set forth herein.

6. Payment. AppsFlyer offers several pricing plans, and Company must choose
a pricing plan prior to downloading and using the Services. If required by law,
Company must add applicable VAT to the amounts payable under such pricing plan.
Company shall make payment to AppsFlyer without deduction for and free and clear
of any taxes and government charges. Amounts are due and payable within 10 days
of AppsFlyer’s issuance of the applicable invoice. Late payments shall bear
interest at the rate of 12% per annum. If Company pays using a third party payment
processor or credit card, AppsFlyer accepts no responsibility or liability for
the actions, omissions or privacy policies of the third party payment processor.

7. Data, Privacy, Retention and Restricted Data.

7.1. The Services enable the Company to collect and track data concerning the
characteristics and activities of Application end users as long as the Code
is installed (“Data”). Company owns, and retains all right, title and interest
in Data. Company may modify the categories of Data collected by the Service
through configuration of the Services. Accordingly, to the extent the Services
are configured as such, Data may contain personally-identifiable information.
AppsFlyer shall not transfer Data to third parties except as set forth in this
Agreement or as directed by Company. Company represents and warrants that Company
is permitted to collect, use and transfer Data through the Services.

7.2. Any personally identifiable information or Personal Data, as such term
is defined under the EU General Data Protection Regulation 2016/679 (“GDPR”
and “Personal Data” respectively) provided to AppsFlyer on Company’s behalf,
if any, and the processing thereof, shall be governed under the terms and conditions
set forth in the AppsFlyer Data Processing Agreement (“DPA”). A current
version of the DPA executed by AppsFlyer is available at https://www.appsflyer.com/gdpr/dpa.pdf,
and shall become effective as of May 25 2018. AppsFlyer shall provide prior
notification to Company in writing upon any material change to the DPA. The
DPA is an integral part of this Agreement. Unless otherwise explicitly agreed
in writing by the parties, it is agreed and acknowledged that with respect to
any personally-identifiable information and Personal Data included in the Data,
Company shall be considered as the Controller and AppsFlyer shall be considered
as the Processor (as such terms are defined under the GDPR and the DPA).

7.3. AppsFlyer may use aggregated anonymized data, from time to time, for analytics,
improvement of the Services and internal purposes (“Aggregated Data”). Aggregated
Data may include data derived from the Company’s Data, provided that Aggregated
Data does not contain data solely derived from Company’s Data and does not
identify or trace to Company or any of Company’s end users.

7.4. AppsFlyer publishes a privacy policy, as required under applicable law,
which describes AppsFlyer’s collection and use of data. A current copy of
AppsFlyer’s privacy policy is available at https://www.appsflyer.com/privacy-policy
(“Privacy Policy”). AppsFlyer shall provide prior notification to Company
in writing upon any material change to the privacy policy.

7.5. AppsFlyer and its agents may process Data outside of the jurisdiction of
Company.

7.6. AppsFlyer’ is required by certain third parties (such as advertising
networks) to delete data they provide after a specified period of time. As such,
AppsFlyer may delete Data provided by such third parties in accordance with
its standard data retention policies.

7.7. Company may only provide to AppsFlyer, or otherwise have AppsFlyer (or
anyone on its behalf) process, such Data types and parameters which are explicitly
permitted under AppsFlyer’s Privacy Policy (“Permitted Controller Personal
Data Types and Parameters”, as also defined under the DPA). Solely Company
(and not AppsFlyer) shall be liable for any data which is provided or otherwise
made available to AppsFlyer or anyone on its behalf in excess of the Permitted
Controller Personal Data Types and Parameters (“Excess Data”). AppsFlyer’s
obligations under the Agreement or the DPA shall not apply to any such Excess
Data.

7.8. Without derogating from any of the obligations of Company hereunder, Company
shall not provide to AppsFlyer any data regarding children, or any health, financial,
or insurance data or other data subject to specific regulatory or statutory
protection regimes, except as may otherwise be expressly agreed in writing between
the parties and in accordance with applicable law.

8. Confidentiality.

8.1. In the context of the relationship under this Agreement, either party (a
“Disclosing Party”) may disclose to the other party (a “Receiving Party”)
certain confidential information regarding its technology and business (“Confidential
Information”). AppsFlyer’s Confidential Information includes, among others,
the terms and pricing of this Agreement.

8.2. Subject to the terms and conditions of this Agreement, Receiving Party
agrees to keep confidential and not disclose or use any Confidential Information
except to support its use or provision of the Services. Confidential Information
shall not include information that Receiving Party can show (a) was already
lawfully known to or independently developed by Receiving Party without access
to or use of Confidential Information, (b) was received by Receiving Party from
any third party without restrictions, (c) is publicly and generally available,
free of confidentiality restrictions; or (d) is required to be disclosed by
law, regulation or is requested in the context of a law enforcement investigation,
provided that Receiving Party provides Disclosing Party with prompt notice of
such requirement and cooperates in order to minimize such requirement. Receiving
Party shall restrict disclosure of Confidential Information to those of its
employees and contractors with a reasonable need to know such information and
which are bound by written confidentiality obligations no less restrictive than
those set out herein. Company will not disclose any information regarding the
results of any testing or evaluation of the Services to any third party without
AppsFlyer’s prior written consent.

8.3. The non-disclosure and non-use obligations set forth in this Section 8
shall survive the termination or expiration of this Agreement for a period of
5 years.

9. Analytics. The Services include the provision of certain reports and analytics
regarding the Data (“Analytics”). AppsFlyer makes no warranty that the Analytics
provided shall be useful to Company’s business. Company is solely responsible
for any actions Company may take based on the Analytics.

10. Support. Company may contact AppsFlyer with regard to support for the Services
by sending an email to support@appsflyer.com. AppsFlyer shall provide up to
5 hours of support each month at no additional charge.

11. Service Levels. AppsFlyer shall provide Services in accordance with the
service commitments in Appendix B.

12. Indemnification.

12.1. AppsFlyer Indemnification.

12.1.1. AppsFlyer shall defend, indemnify and hold harmless Company (and its
affiliates, officers, directors and employees) from and against any and all
damages, costs, losses, liabilities or expenses (including court costs and reasonable
attorneys’ legal fees) which Company may suffer or incur in connection with
any actual claim, demand, action or other proceeding by any third party arising
from: (a) any breach of AppsFlyer’s obligations, representations or warranties
herein; or (b) a claim that the Code and/or Services infringe the intellectual
property rights of a third party. This Section 12.1 sets forth AppsFlyer’s
sole obligations and Company’s sole remedies for any claim that the Code and/or
Services infringe the intellectual property rights of a third party.

12.1.2. Notwithstanding the foregoing, AppsFlyer shall have no responsibility
or liability for any claim to the extent resulting from or arising out of (a)
the use of the Code or Services not in compliance with this Agreement or applicable
law, (b) the combination of the Code or Services with any code or services not
provided by AppsFlyer, (c) the modification of any Code or Services by any party
other than AppsFlyer or (d) the use of any Code that is not the most up-to-date
Code.

12.1.3. If the Services shall be the subject of an infringement claim, or AppsFlyer
reasonably believes that the Services shall be the subject of an infringement
claim, AppsFlyer may terminate this Agreement with written notice if modification
of the Services to be non-infringing is not reasonably practical.

12.2. Company Indemnification. Company shall defend and indemnify AppsFlyer
(and its affiliates, officers, directors and employees) from and against any
and all damages, costs, losses, liabilities or expenses (including court costs
and attorneys’ fees) which AppsFlyer may suffer or incur in connection with
any actual claim, demand, action or other proceeding by any third party arising
from: (a) any breach of Company’s obligations, representations or warranties
herein; or (b) any use or distribution of the Company’s Application in violation
of this Agreement or applicable law or regulations.

12.3. Procedure. The obligations of either party to provide indemnification
under this Agreement will be contingent upon the indemnified party (i) providing
the indemnifying party with prompt written notice of any claim for which indemnification
is sought (provided that the indemnified party’s failure to notify the indemnifying
party will not diminish the indemnifying party’s obligations under this Section
12 except to the extent that the indemnifying party is materially prejudiced
as a result of such failure), (ii) cooperating fully with the indemnifying party
(at the indemnifying party’s expense), and (iii) allowing the indemnifying
party to control the defense and settlement of such claim, provided that no
settlement may be entered into without the consent of the indemnified party
if such settlement would require any action on the part of the indemnified party
other than to cease using any allegedly infringing or illegal content or services.
Subject to the foregoing, an indemnified party will at all times have the option
to participate in any matter or litigation through counsel of its own selection
at its own expense.

13. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY ACCEPTS
THE CODE AND SERVICES “AS IS” AND ACKNOWLEDGES THAT APPSFLYER MAKES NO OTHER
WARRANTY AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT.

14. Limitation of Liability.

14.1. IN NO EVENT SHALL APPSFLYER, ITS DIRECTORS, OFFICERS, AFFILIATES OR AGENTS
BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING
OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN.

14.2. EXCEPT FOR INTENTIONAL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY,
DATA OR PRIVACY OBLIGATIONS AND APPSFLYER’S INDEMNIFICATION OBLIGATIONS FOR
INTELLECTUAL PROPERTY INFRINGEMENT (THE “CARVE-OUT CLAIMS”), APPSFLYER’S
ENTIRE LIABILITY FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF
THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY APPSFLYER
FROM COMPANY IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM, IN THE AGGREGATE.
WITH RESPECT TO THE CARVE-OUT CLAIMS, APPSFLYER’S ENTIRE LIABILITY FOR THE
PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT
EXCEED TWO (2) TIMES THE AMOUNT OF PAYMENT RECEIVED BY APPSFLYER FROM COMPANY
IN THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM, IN THE AGGREGATE.

15. Term and Termination.

15.1. The term of this Agreement shall commence as of the day you accept this
Agreement or, if earlier, the date that you integrate the Code into an Application
and shall continue in effect for a period of twelve (12) months (the “Initial
Term”); provided that if Company selects the “Basic Pay-Per-Use” package,
as shown on AppsFlyer’s website, this Agreement shall be in effect on a month-to-month
basis. Following the Initial Term, this Agreement shall automatically renew
for subsequent terms of twelve (12) months each (each a “Renewal Term” and
together with the Initial Term, the “Term”), unless one of the parties notifies
the other party of its intention not to renew the Agreement at least 45 days
prior to the commencement of any Renewal Term.

15.2. Either party may terminate this Agreement with written notice if it has
reason to believe that the other Party is in material breach of this Agreement,
and such breach is not cured within 30 days from the receipt of written notice
of such breach. In addition, either party shall have the right to terminate
this Agreement upon 30 days’ written notice to the other party pursuant to
section 5.3 of the DPA.

15.3. This agreement is based on a reasonable and fair use of the Services.
Notwithstanding anything to the contrary herein, any use that is not aligned
with such fair use may be overcharged or terminated immediately by AppsFlyer.

15.4. Upon any termination or expiration of this Agreement, AppsFlyer will cease
providing the Services. In the event of any termination (a) Company will not
be entitled to any refunds of any nonrefundable fees, (b) any outstanding balance
for Services rendered through the date of termination will be immediately due
and payable in full, and (c) Company’s historical data will be available for
download through AppsFlyer’s standard user interface for a period of 30 days.
Any obligations of the Parties that by their nature are intended to survive
the termination or expiration of this Agreement, including the obligations of
the Parties in Sections 3 – 9 and 12 – 15 of this Agreement, shall survive
any termination thereof.

16. Publicity. During the Term, AppsFlyer may refer to Company as a customer
of AppsFlyer, including by displaying Company’s name and logo on AppsFlyer’s
website and other marketing materials.

17. Miscellaneous.

17.1. This Agreement represents the entire agreement between the parties regarding
the subject matter hereof and supersedes any and all other agreements between
the parties, whether written or oral, regarding the subject matter hereof. For
clarity, the provisions of this Agreement supersede any earlier non-disclosure
or confidentiality agreements between the parties. Except as expressly set forth
herein, this Agreement may not be modified or amended except in a writing executed
by both parties.

17.2. All waivers must be in writing. A waiver of any default hereunder or of
any of the terms and conditions of this Agreement shall not be deemed to be
a continuing waiver or a waiver of any other default or of any other term or
condition, but shall apply solely to the instance to which such waiver is directed.
AppsFlyer may provide Company with notices required hereunder by contacting
Company at any email address Company provided, including in its registration
information.

17.3. Neither Party may assign any of its rights and obligations under this
Agreement without the prior written consent of the other Party, such consent
not to be required in the event of an assignment by one of the Parties to a
purchaser of all or substantially all of the assignor’s assets or share capital.
The assignor shall provide the other Party with written notice of the assignment.
Assignment in violation of the foregoing shall be void.

17.4. If any part of this Agreement shall be invalid or unenforceable, such
part shall be interpreted to give the maximum force possible to such terms as
possible under applicable law, and such invalidity or unenforceability shall
not affect the validity or enforceability of any other part or provision of
this Agreement which shall remain in full force and effect.
17.5. This Agreement shall be governed by the laws of the State of New York,
and the competent courts in the city of New York shall have exclusive jurisdiction
to hear any disputes arising hereunder.

Appendix A: Fees and Services

[PACKAGE OF SERVICES TO BE CHOSEN BY COMPANY]

Appendix B: Service Levels

AppsFlyer service commitments do not include downtime to extent resulting from:
previously scheduled maintenance and events beyond AppsFlyer’s reasonable
control, such as any down time (a) caused by outages to any public Internet
backbones, networks or servers, (b) caused by any failures of Company’s Application,
equipment, systems or local access services, or (c) strikes, riots, insurrection,
fires, floods, explosions, war, governmental action, labor conditions, earthquakes
or natural disasters.