LICENSE

Taboola, Inc.
SDK License Agreement

This SDK License Agreement ("Agreement") is between Taboola, Inc. ("Taboola") and the person or entity accessing, installing
or using the licensed 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 are collectively
referred to in this Agreement as the "SDK".  Except as otherwise provided in a previously executed and still valid Publisher
Agreement between Taboola, Inc. and You (or a party authorized to bind You), 
this Agreement shall define your rights in the SDK.

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 LICENSE 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 Taboola content distribution platform (known as the "Widget" or other successor branding) into
applications. This license applies to any SDK that includes, displays or links to this license, and
to any updates, supplements or support services for this SDK, unless other terms accompany those items.
If so, those other terms apply.

1. Grant of License.  Subject to the terms and conditions of this Agreement, Taboola grants 
You a non-exclusive, nontransferable, royalty-free license to: 
a. install and use the SDK in object code form only to develop programs consisting of
compiled code generated using the SDK, or any part thereof, designed to function with 
Taboola products ("Developed Programs");
b. make a limited number of copies of the documentation to be used by Your employees or consultants
for development purposes only, and not for general business purposes or for distribution; and
c. distribute the SDK in object code form only as a component of Developed Programs.
 
2. Restrictions on Licensed Rights.  You must:
a. distribute such object code 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. not use Taboola"s trademarks to market Your Developed Program 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
Developed Program 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 and consultants;
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, antidiscrimination or false advertising); or 
(v) interferes with the operability of other Taboola or third-party programs or software; 
g. not modify, distribute or convey the SDK so that the SDK becomes subject to any license is which requires,
as a condition of license, use, modification, distribution or conveyance, that 
(i) the code be disclosed or distributed in source code form; 
(ii) others have the right to modify or create derivative works of it; and/or 
(iii) it becomes redistributable at no charge.
h. not work around any technical limitations in the SDK;
i. not reverse engineer, decompile or disassemble the SDK, except and only to the extent that 
applicable law expressly permits; and
j. not publish the SDK for others to copy.

3. 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 the United States and other countries, 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 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. Except as stated herein, this Agreement does not grant You any
rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the
SDK, and all rights not expressly granted are reserved by Taboola.

4. 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.

5. 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 You are dissatisfied with any aspect of the SDK at any time, Your sole and exclusive remedy is to cease using it. 
 
6. EXPORT RESTICTIONS. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. 
YOU MUST COMPLY WITH ALL UNITED STATES, AND INTERNATIONAL EXPORT LAWS AND REGULATIONS, 
WHICH INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE. 

7. Term and Termination. This Agreement is effective until terminated. 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 license 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, You must 
(a) destroy or return to Taboola all full and partial copies of the SDK and 
(b) discontinue distribution of any Developed Programs. 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.

8. Modifications Notices.  Taboola may change this Agreement by giving you notice before the change is in force. 
If you do not agree to these changes, then you must cancel and stop using the SDK before the changes are in force. 
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. DISLAIMER OF WARRANTY. The SDK is licensed "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 THE 
LESSER OF (A) THE ACTUAL AMOUNTS PAID BY YOU TO TABOOLA FOR THE SDK AND (B) FIVE DOLLARS ($5.00).

11. Applicable Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the 
State of New York 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 County of New York, New York 
and the parties hereby irrevocably consent to personal jurisdiction and venue therein.