ZOOMD PARTNER COOPERATION FORM

Last updated: January 16, 2018

By registering and signing the IO with Zoomd Ltd. ("Zoomd"), you ("Partner") and Zoomd here by agree to be bound by the terms and conditions contained herein and therein. These terms and conditions are an agreement between Partner and Zoomd that governs Partner's use of the Zoomd Product and Services (as defined below).

1. RELATIONSHIP INFORMATION

Relationship: As part of the relationship between the parties, Zoomd will incorporate the Zoomd Product (as defined below) into Partner’s websites (the "Services").

Zoomd may, at its sole discretion, incorporate into the Services advertising content of third parties (the “Zoomd Advertisers”) that are interested to promote such advertising content through the Services (the “Zoomd Advertisement”).

Partner reserves the right to disqualify any of the Zoomd Advertisement at its sole discretion.

The Partner may introduce Zoomd to additional third party advertisers (the “Additional Advertisers”) interested to promote advertising content through the Services. Zoomd hereby undertakes to make reasonable efforts to engage in commercial agreements with such Additional Advertisers.

Upon execution of such commercial agreements, if any advertising content of any Additional Advertisers is incorporated into the Services, such Additional Advertisers will also be considered as Zoomd Advertisers.

Any consideration Zoomd receives from Zoomd Advertisers with respect to the Zoomd Advertisement shall be referred to as “Advertisement Revenues”.

Any Advertisement Revenues generated through the Services will be disclosed to the Partner no later than thirty (30) days from any actual Advertisement Revenues receipt.

In order to access and use the Services, Partner must: (i) register as a Partner; (ii) accept this Agreement; and (iii) comply with Zoomd's terms & conditions detailed in Zoomd's website: http://www.zoomd.com/t&c.html (the "Terms & Conditions") and any other relevant terms that Zoomd may publish from time to time.

Partner must keep all registration information updated, accurate, truthful, and complete at all times in order to enable proper and accurate payments under this Agreement.

Zoomd has the right to terminate or suspend Partner's access to or use of the Services, with or without notice, in the event that Partner violates the Terms & Conditions or any term of this Agreement.

Grant of License. Subject to terms, conditions and limitations set forth herein and on the Terms & Conditions, Zoomd grants the Partner a limited, non-exclusive, revocable, non-transferable license for the duration of this Agreement (the “License”), to provide access and usage of the Zoomd Product and Services.

Upon the termination of this Agreement, the License granted herein shall terminate.

Use of Data; Privacy Policy
Zoomd may use data generated through the Services, subject to applicable law and regulations. Partner may refer to Zoomd's Privacy Policy, available at http://www.zoomd.com/Privacy.html for information regarding the way Zoomd collects, uses and discloses information through the use of the Zoomd Product.

2. PRODUCT INFORMATION

Product Name.Zoomd Actionable Search ( "Zoomd Product")

Product Description.Zoomd Actionable Search is an in-site search platform. The Zoomd Product provides website visitors website content search and discovery. In addition, the Zoomd Product offers website owners various monetization opportunities.

SupportAny kind of Zoomd support with regards to the Zoomd Product or the Services shall be subject to Zoomd's prior approval and conditional upon the payment of service/support fees, as shall be agreed by the parties hereto.

3. TERMS

TerritoryWorldwide

Commencement dateThis Agreement will commence on the first date written above.

TerminationEither party may, without prejudice to its other rights or remedies, terminate this Agreement with immediate effect by notice in writing if the other party commits a breach of any obligation under this agreement and, where such breach is capable of remedy, fails to remedy such breach within 30 (thirty) days of the date of written notice advising said party of the breach and the action required to remedy it.

Notwithstanding the aforesaid, either party may, without prejudice to its other rights or remedies, terminate, for any reason, by way of delivery to the other party of a 30 (thirty) days prior written notice.

ModelRev-Share: All Advertisement Revenues shall be distributed between Zoomd and Partner as defined below.

Allocation of Revenues Rev-ShareIn regards with the Services, Zoomd and Partner will share all Net Revenue (as defined below) as follows:

(the “Revenue Share Allocation”).

"Net Revenue" shall mean any Advertisement Revenues actually received by Zoomd with respect to the users usage of the Services excluding operational costs (such as, but not limited to, virtualized computing, hosting, storage and bandwidth charges) as determined by Zoomd in its reasonable discretion, charge backs, handling, fees, taxes, rebates, credit card processing fees, and other charges or expenses connected to such cash amounts received by Zoomd.

Payment TermsThe Net Revenue will be paid by Zoomd to Partner during the Term of this Agreement within 60 days after actual receipt of the Net Revenue by Zoomd per each calendar month (Net +60).

Payment to Partner shall be made via wire transfer to Partner's bank account or PayPal account, on Zoomd's sole discretion, subject to receipt of an applicable invoice by Partner. Partner shall bear the cost of such transfer. Any owed amounts less than $1,000 will be rolled forward and added to the next payment period or until such time as the payments due to Partner for the applicable month exceed $1,000.

Each party shall bare its own taxes, duties and charges imposed or that may be imposed by any applicable governmental agency in connection with this Agreement and each party’s performance hereunder. Zoomd will have the right to withhold or offset against any payments due to Partner any amounts due by Partner to Zoomd for previous excess payment or otherwise, and to withhold and deduct from any payment any and all applicable taxes and charges, if and to the extent determined by Zoomd to be required according to any applicable law, rule or regulation.

Payments will be made in US dollars calculated based solely on records maintained by Zoomd.

4. CONFIDENTIALITY & INTELLECTUALL PROPERTY

ConfidentialityThe Net Revenue will be paid by Zoomd to Partner during the Term of this Agreement within 60 days after actual receipt of the Net Revenue by Zoomd per each calendar month (Net +60).

Each party will refrain from using the other party's Confidential Information (as defined below) except as contemplated in this Agreement and from disclosing such Confidential Information to any third party except as is reasonably required in connection with the exercise of its rights and obligations under this Agreement. The parties will each store and protect the other party's Confidential Information from unauthorized access. However, each party may disclose Confidential Information of another party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party give reasonable notice to the other party to contest such order or requirement; or (ii) on a confidential basis to legal and financial advisors. Either party may disclose, subject to written non-disclosure agreement, this Agreement to its lawyers, accountants and in the course of investment or financing due diligence. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Confidential Information and which are provided to such party hereunder.

“Confidential Information” shall mean information which is disclosed by the disclosing party to receiving party by any means (including without limitation, in written or other tangible form (including on magnetic media), orally or visually, and which should reasonably have been understood by the receiving party because of notice on the material, the circumstances of disclosure or the nature of the information itself, to be proprietary or confidential to the disclosing party or a third party. For the avoidance of doubt, the Zoomd Product and any part thereof shall be considered as Confidential Information.

Intellectual propertyEach party will retain ownership of all exclusive rights, title and interest under and in any, patents, designs, trademarks, intellectual property, copyright, moral rights, know-how or other intellectual property rights, that were owned by such party prior to the execution of this Agreement. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Confidential Information and which are provided to such party hereunder.

Disclaimer; Limitation of Liability; ModificationExcept as expressly provided to the contrary in a writing by Zoomd, the Services are provided on an “as is” basis without warranties of any kind, either express or implied.  Zoomd disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Services, including the information, content and materials contained therein.  Zoomd does not represent or warrant that the Services are accurate, complete, reliable, current or error-free.

In no event shall Zoomd, its directors, members, employees or agents be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Services, the content or the materials contained in or accessed through the Services. in no event shall the aggregate liability of Zoomd, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use the Services or to these terms exceed any compensation made to Zoomd for access to or use of the Services.

Zoomd reserves the right to modify or discontinue, temporarily or permanently, the Services, or any features or portions thereof, upon prior notice to the Partner. Partner agrees that Zoomd will not be liable for any modification, suspension or discontinuance of the Services, or any part thereof.

5. GOVERNING LAW

JurisdictionThis agreement shall be construed in accordance with the laws of the State of Israel. The competent court of Tel Aviv shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.