Terms & Conditions

Adsmarket Publisher Service Agreement (the “Agreement”)

1. INTRODUCTION

The parties to this Agreement hereinafter are Adsmarket (“Adsmarket”) and the
Publisher/Affiliate (as defined hereinafter) Publisher may accept this Agreement by (i) taking any step to order or to request Service, or to otherwise use the Service or (ii) clicking “I agree to the terms and conditions” box at the end of this Agreement This Agreement reflects the entire agreement between Publisher or the Affiliate and Adsmarket.

2. DEFINITIONS

(a) Performance Marketing Program – is where a Publisher or any other person, entity, or their
agents, operate a Website(s) and/or other promotional methods in order to direct traffic from such Website(s) to the Advertiser’(s’) (as defined hereinafter) Website(s). The Publisher may earn financial compensation (“Payouts”) for Transactions (as defined hereinafter) referred by the Publisher via an action made by a Visitor (as defined hereinafter) through an Internet connection (“Link”) to a Website or Website content operated by an Advertiser (“Advertiser”). The Advertiser will compensate the Publisher, in accordance with this Agreement and the Program Payout specifications.

(b) Publisher – an individual or entity which allows its Website or Website content and/or other traffic sources to include banners, and/or other acceptable forms or links, to permit Traffic and or results between the Publisher and the programs offered by Adsmarket pursuant to this Agreement.

(c) Results – legitimate views, impressions and/or clicks including traffic that is generated by a third party on a Publisher’s Website(s) and/or network, so that such third party may view Advertiser’s ad creative or link to the Advertiser’s Websites or is otherwise considered a purchase of Advertiser’s products or services in accordance with the terms and conditions of the applicable Program, as may be updated from time to time.

(d) Legitimate Traffic – traffic generated by the accessing of a Publisher’s Website and/or network by a person who is not associated with, or related to the applicable Advertiser or the Publisher . Legitimate Traffic excludes all clicks and traffic that are artificially generated.

(e) Advertiser’s Program or Program – an advertising program, which is made available through the Adsmarket system, setting out the applicable advertising offer, as may be updated from time to time.

(f) Tracking Code – Adsmarket’s code for tracking information.

(g) Visitor – any person or entity that is not the Publisher or the Publisher’s agent.

(h) Transactions – actions by Visitors under the applicable Program.

(i) Website(s) – internet domain, or a portion of a domain.

3. USE POLICY

(a) Participation in Programs – during the term of this Agreement, the Publisher may apply to Advertiser Programs offered through Adsmarket’s network to obtain the opportunity to earn Payouts by promoting the Advertiser in accordance with the Advertiser’s Program terms and in compliance with this Agreement.

(b) Transactions qualifying for a Payout are defined by the Advertiser pursuant to the rules of
the applicable Program. Advertisers may change any Payout rate or cancel the Program, in
whole or in part, at their sole discretion. The Publisher will be notified by email 48 hours in
advance in the event of a rate change or cancellation. Publisher is responsible for monitoring
Program notices. Unless expressly agreed otherwise, Program changes will enter into effect
following the lapse of the said 48 hours advance notice period.

(c) Prohibited Uses of Links – The Publisher may not place Links to an Advertiser Website, or
Website content in newsgroups of any third party/parties, and/or message boards, and/or
blogs, and/or unsolicited email and other types of spam (all email sent must be sent in
compliance with all applicable laws and regulations including the most updated CANSPAM act),
and/or link farms, and/or counters, and/or chatrooms, and/or guestbooks. Publishers using any
forms of chat, instant messages or similar Internet resources must designate their program as
special, requiring a manual review and acceptance by Adsmarket and the Advertiser according
to the limitations in the applicable Advertiser’s Program. The Publisher must promote
Advertisers in a manner that does not mislead Visitors. The Publisher shall not enable any nonbona fide Transactions, including, usage of any device, program, robot, Iframes, or hidden frames. Multiple leads from the same individual, entity or IP address will be considered nonbona fide transactions. Payouts are not due in connection with non-bona fide transactions.

(d) Updating Links – If Links, and/or other promotional and/or marketing methods directing
traffic to the Advertiser are not updated dynamically through the Marketing Service, the
Publisher, on receipt of notification, is obligated to update an Advertiser’s links in order to earn
Payouts and not later than 48 hours since the notification was sent.

(e) Incentive-Based Publishers – Publisher that provides incentive-based traffic must disclose
his/her/its incentive based methods to Adsmarket as a prerequisite for signing up.

(f) Fraud – Publishers generating non Legitimate Traffic will be terminated without notice and
any agreement entered into with them shall be terminated forthwith. Adsmarket may withhold
payment to any Publisher until clarification of Results that (1) have been produced by Publishers
who have ONLY programs generating clicks with no indication by Web site traffic which cannot
sustain the clicks reported; (2) have shown fraudulent leads as determined and proved by the
Advertisers; (3) where justification for the click rates is not evident to the reasonable
satisfaction of Adsmarket; and/or (4) where Publisher uses fake redirects, automated software,
or fraud to generate Events from the Programs; (5) generated results in a manner that breaches
or contradicts the provisions of the Agreement or any applicable Advertiser’s Program.
Adsmarket may deny payment if the results of the aforesaid clarification support any of the
aforesaid prohibited activities. Adsmarket further reserves the right to modify or reverse any
Publisher accrued statistics and sums attributed thereto at anytime, including in those instances
in which the Advertiser determines the results are not Legitimate Traffic or are otherwise
fraudulent.

(g) You agree to work in full transparency vis-?-vis Adsmarket and its Affiliate Solutions
Advertisers and agree to provide each of Adsmarket and its Advertisers with all applicable
information regarding your activities, including without limitation, the promotional method You
use in order to promote and direct traffic. You acknowledge and agree that Advertisers in which
You participating in its Programs shall be entitled to directly approach you and require that You
provide them the information set forth above regarding such Advertiser’s Program.

4. ADSMARKET’S SERVICES

(a) Tracking Transactions and Payouts – Adsmarket shall determine, where possible, actual
Payouts that should be credited to the Publisher’s Account. Adsmarket may, at Adsmarket’s sole
discretion, apply an estimated amount of Payouts, if: (i) the Publisher is referring visitors to
Advertiser as verified by clicks through links to Advertiser with Adsmarket Tracking Code, (ii) in
the case of an error in Advertiser’s transmission of Tracking Code data to Adsmarket, and (iii) in
an instance in which Adsmarket is able to utilize a historical analysis of the Publisher promotion
of Advertiser in order to determine an equitable amount of estimated Payouts.

(b) Access to Tracking and Reporting Tools – Adsmarket shall provide the Publisher with access
to tracking and reporting tools. Tracking detail regarding Visitor Transactions may not be
available on a real-time basis for all Advertisers and there may be reporting delays regarding
Transactions for some Advertisers.

(c) Support is available on-line through the “Contact Us”.

5. PUBLISHER PAYMENTS

(a) Subject to the other provisions of this Agreement, Adsmarket shall credit the Publisher’s
account with a Payout for each qualifying Transaction on the basis of the Advertiser’s Payout
rate and the applicable Program terms. Adsmarket shall pay any amounts due to Publisher using
Pay Pal (for payment in USD only), wire or check, in accordance with any of the following
methods as shall be determined by Adsmarket:
(1) for Advertisers and Programs classified as an “Affiliate Solutions” offer, or marked in
Adsmarket’s system with a red star beside it, payments shall be made on a weekly basis
with respect to all outstanding unpaid due Payouts up to the date of payment, subject
to actual collection of the corresponding payments by Adsmarket;
(2) for all performance Advertisers and Programs (i.e., Advertisers and Programs who
are not classified as an “Affiliate Solutions” offer or marked in Adsmarket’s system with
a red star beside it) payments shall be made: (i) on a weekly basis with respect to all
outstanding unpaid due Payouts up to the date of payment, subject to actual collection
of the corresponding payments by Adsmarket (“Upon Collection”) ; or (ii) in accordance
with the applicable payment terms which apply to the Advertiser/Program You are
promoting, as may be in effect form time to time (“Upon Advertiser”).

(b) Notwithstanding the aforesaid, Adsmarket reserves the right to change the Payout to
Publishers from Upon Collection to Upon Advertiser and vice versa at its sole discretion (the
”Payment Change”). Except with respect to Payment Changes in cases of credit risk
management which shall be effected as detailed below, any such Payment Change shall enter
into effect and become contractually binding in accordance with section 16 herein.
In addition, Adsmarket may make retroactive payment changes in cases of credit risk in
accordance with the discretion of Adsmarket’s financial team. In this case and notwithstanding
the aforesaid, the Payment Change will be applied and deemed valid 90 days backwards as of
the decision of the relevant Payment Change for all qualifying transactions due to the Publisher.
The Publisher acknowledges and agrees that such retroactive application is reasonable and
required to protect Adsmarket’s financial interests and waives any claim or demand with
respect to any retroactive payment changes applied pursuant to this section.

(c) Notwithstanding the aforesaid, Adsmarket reserves the right to reclassify any outstanding
transactions and reduce any payments due to Publisher because of any claims, demands, offsets
or the like made by Advertisers for invalid events, technical errors, tracking discrepancies or
similar events that produce invalid results, even if the applicable Transaction was originally
approved. Adsmarket shall compile, calculate and electronically deliver to Publisher the relevant
data required to determine Publisher’s billing and compensation. The Publisher acknowledges
that payments are based upon the Results registered and counted through the Adsmarket
Tracking Code and hereby waives any claim and/or demand towards Adsmarket as a result of
discrepancy between the Results registered through the Tracking Code and any other similar
tracking system. Minimum payment using PayPal is $50.00. Minimum payment using wire
transfer is $150.00. Minimum payment using check is $500.00. Processing fees will be deducted
from Publisher commission balance. If Publisher does not earn the minimum amount in a
month, the balance will be carried forward until such time as the minimum amount is earned or
until this Agreement is terminated by either party. The Publisher acknowledges that the
minimum amount may vary based upon the applicable currency being used and that the binding
minimum amount shall be the amount listed in Adsmarket’s system as may be updated from
time to time. Publishers are responsible for ensuring that their bank details, address and Pay Pal
e-mail address are correct in their Adsmarket account details in order to receive payment.

(d) The Publisher may select to receive payment in any of the currencies that Adsmarket
supports (as may be amended by Adsmarket). The currency exchange rates shall be determined
in accordance with the rates of the buying trade prices (Bid) and the selling trade prices (Ask) of
Tel Aviv Stock Exchange’s Continues Trade. AdsMarket shall determine the conversion rates
based upon its operating standards according to the prevailing rates at the date that payment is
formed to the Publisher, or upon the basis of historical conversion rates if rates are unavailable.
The number or amount of Transactions, credits for Payouts, debits for Charge-backs, and
conversion costs, as calculated by AdsMarket, shall be final and binding on the Publisher. In the
event it is required to pay transactions fees, such fees shall be covered by the Publisher and
deducted by Adsmarket from each applicable.

(e) Charge-backs – an Advertiser or Adsmarket may apply a debit to the Publisher’s Account in
circumstances of (i) duplicate entry or other clear error; (ii) non-bona fide transactions; (iii) nonreceipt of payment from, or refund of payment to the Visitor by the Advertiser; or (iv) Publisher
failure to comply with Advertiser’s Program terms or other agreement with Advertiser (“Chargeback”). Charge-backs may be applied to the Publisher’s account at any time, including previous
payment cycles within 3 (three) months from such a Charge Back event.

6. LIMITATIONS ON USE

(a) Only individuals aged 18 years or over, partnerships comprised of such individuals, or other
lawfully formed entities, may participate in this service. Publisher must provide Adsmarket with
an up-to-date, complete and accurate contact information, including name, street address,
telephone number and e-mail address. Publisher is exclusively responsible for approving and
updating his /her/its contact details in Adsmarket’s system. All correspondence and notices sent
according to the contact details in Adsmarket’s system shall be deemed to be duly sent.

(b) As all notifications to Publisher will be sent electronically, it is the Publisher’s responsibility to
monitor and respond to such messages.

(c) The Publisher hereby declares that the Publisher is not an Israeli resident for tax purposes or
subject to Israeli taxation by the conduct of its general business activities, and has no permanent
establishment or branch in Israel.

(d) Publisher must use its own website and identity in the sign-up process and may not assume a
false or another person’s or entity’s identity or place Advertiser paid links on a site without
authorization. Publisher must use an e-mail/password combination to access its account, and it
is Publisher’s responsibility to keep this information confidential. Publisher may change this
information inside the member account area if necessary. Publisher is solely responsible for any
and all use of its Adsmarket account, including authorization granted to any other person or
entity that may use its account.

(e) For information about Adsmarket data protection practices, please read our privacy policy at
Adsmarket.com website. Publisher undertakes to comply with Adsmarket’s privacy policy, as
may be amended from time to time with respect to any data provided by the Publisher.
Applicable Codes and Code Maintenance – in order to enable Adsmarket to track and record
Visitors’ transactions resulting from clicks on Links to Advertisers promoted by the Publisher, the
Publisher must include and maintain the Tracking Code within the Advertiser’s links. All
Advertiser links and advertisements (“Ad Content”) must be in a Marketing Service compatible
format.

(f) The Publisher shall be responsible for all usage and activity on its account and for loss, theft
or unauthorized disclosure of its password (other than through Adsmarket’s negligent or willful
conduct or omission). The Publisher shall provide Adsmarket with prompt written notification of
any known or suspected unauthorized use of its account or breach of the security of its account.

(g) Publisher shall be fully responsible for the acts of its agents, subcontractors and/or any other
third party service providers which are engaged by it in connection with the Service. Without
derogating from the aforesaid, Publisher undertakes that all such agents, subcontractors and/or
any other third party service providers which are engaged by it in connection with the Service
will be subject to obligations in content at least as protective as the provisions hereof.

7. PROPRIETARY RIGHTS

(a) For each Advertiser’s Program for which the Publisher has been accepted, the Advertiser
grants the Publisher the right to display and link to the Advertiser’s website or website content
in accordance with the Advertiser’s Program terms for the limited purposes of promoting the
Advertiser’s Program, subject to the terms and conditions of this Agreement. It is agreed
between Adsmarket and Publisher that Adsmarket owns all rights in and to all information
regarding the visitors the Publisher refers to Advertisers through Adsmarket.

(b) The Publisher authorizes Adsmarket to utilize the Publisher’s trademarks, service marks,
tradenames, and/or copyrighted material that the Publisher provides to Adsmarket through the
Publisher Account in order to promote the Publisher’s participation in the Marketing Services.

(c) The Publisher agrees that its use of any Adsmarket websites (such as www.Adsmarket.com),
trademarks, service marks, tradenames, and/or URLs is subject to the license and terms of use
that are available from such website (“Terms of Use”). The Publisher undertakes not to adopt or
use in any manner any trademarks, service marks, tradenames, and/or URLs that are the same,
confusingly similar to, or are combined with those of Adsmarket.

(d) All proprietary rights of Advertisers, the Publisher, and Adsmarket, and all goodwill arising as
a result of such rights, inure to the benefit of their owner. The Publisher acknowledges that it
obtains no proprietary rights in Adsmarket’s trademarks, service marks, tradenames, URLs,
copyrighted material, patents, and patent applications as those shall remain the sole and
exclusive property of Adsmarket and its respective licensors.

(e) The Publisher is prohibited from entering into a direct agreement with the Advertisers active
in Adsmarket as long as it is an active Publisher of Adsmarket, and for a period of 3 (three)
months after terminating its publisher account with Adsmarket. That is unless the Publisher
proves that it was engaged in previous business relations with the applicable Advertiser
regarding the Performance Marketing Programs. In the event that the Publisher breaches the
aforesaid non engagement obligation, Adsmarket shall be entitled to receive up to 23% of the
total revenues, including interest and linkage differences, that were generated by the Publisher
as a result of entering into a direct agreement with any such Advertisers during a period of 3
(three) months after terminating the Publisher account with Adsmarket.

8. CONFIDENTIALITY

(a) The Publisher or Adsmarket may provide the other with information that is confidential and
to which that party or a third party has proprietary rights, as designated by the disclosing party
or that may be reasonably understood to be subject to propriety rights and/or confidential
(“Confidential Information”). The receiving party agrees to make commercially reasonable
efforts, and an effort no less than it uses to protect its own confidential information, to maintain
the confidentiality and to protect any proprietary interests of the disclosing party. Confidential
Information shall not include (even if designated by a party) information: (i) that is or becomes
part of the public domain through no act or omission of the receiving party; (ii) that is lawfully
received by the receiving party from a third party without restriction on use or disclosure, and
without breach of this Agreement or any other agreement, and without knowledge by the
receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its
possession prior to the date of this Agreement. Upon termination of this Agreement, the
Publisher must destroy or return to Adsmarket any Confidential Information provided by
Adsmarket to the Publisher under this Agreement.

(b) The Publisher agrees that Adsmarket may, provide its Advertisers and/or its partners and/or
any other applicable third party Your email address(es) and basic Publisher Account details
(including but not limited to the Publisher address, phone and fax number, website name, the
date the website or subscription email first entered into operation, and visitor demographics) to
Advertisers. Adsmarket may provide its Advertisers and/or its partners and/or any other
applicable third party any and all Visitor, Transaction and/or Tracking Code data to the
Advertiser to which the Publisher referred such Visitor, and to any third party in Adsmarket’s
sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and
pursuant to allegations and claims of proprietary rights infringement. Adsmarket reserves the
right to be able to utilize Tracking Code data provided to it, which may include information
about the Publisher performance statistics, to analyze Marketing Service trends, monitor
Marketing Service efficiencies, maintain the integrity of the tracking code, promote Marketing
Service capabilities and efficiencies, and promote the Publisher and its Web performance to
Advertisers.

9. TERM AND TERMINATION OF AGREEMENT

(a) Term – This Agreement shall commence upon the Publisher’s indication that it has accepted
this Agreement in providing the required information and shall remain in force until terminated
in accordance with the terms of this Agreement. This Agreement may be terminated by either
party upon two (2) days advance notice. Adsmarket reserves the right to terminate this
Agreement and the Publisher’s right to use or receive any services or benefits including residuals
relating to Service and/or Programs forthwith if the Publisher breaches any term of the
Agreement, as determined by Adsmarket. The Publisher Account may be deactivated during
investigation of breach of this Agreement. If this Agreement is terminated due to a breach on
the part of the Publisher, the Publisher shall not be eligible to enter into Agreement with
Adsmarket, and any attempt to do so shall be null and void.

(b) Termination by Advertiser – An Advertiser may suspend and/or terminate its engagement
with the Publisher and/or any one of the Publisher websites and/or the Publisher’s ability to use
a promotional method with respect to any Advertiser’s Program for any or no reason, upon two
(2) days written notice with effect from the 3rd day.

(c) Termination or deactivation by Adsmarket – Adsmarket may terminate its engagement with
the Publisher, one of the Publisher websites, and/or Publisher’s use of a promotional method,
with respect to any Advertiser’s Program, at any time in Adsmarket’s sole discretion. Adsmarket
may temporarily deactivate or terminate the Publisher Account if: (i) the Publisher or the
Publisher’s agent are responsible for the improper functioning of Ad Content, or if the Publisher
otherwise interferes with and/or fails to maintain the Tracking Code; (ii) the Publisher Account
has not been logged into and/or there have not been any transactions credited to the Publisher
Account for any 30 day period; (iii) a third party (including an Adsmarket Advertiser) disputes
the Publisher’s right to use any Link, domain name, trademark, service mark, trade dress, or
right to offer any service or goods offered on the Publisher website, or any of the Publisher’s
promotional means. Upon termination of this Agreement, or in case of deactivation of the
Publisher’s account, the Publisher shall no longer accrue Payouts, including but not limited to
subsequent sales and/or leads for click-throughs that occurred prior to termination.

(d) Post-termination – Upon termination of this Agreement, except for termination due to a
breach by the Publisher, any outstanding payments, based upon actual collection, shall be paid
by Adsmarket to the Publisher within the standard timeframe as mentioned in section 5(a)). Any
outstanding debit balance shall be paid by the Publisher to Adsmarket within thirty (30) days of
termination of this agreement. Provisions of this Agreement that by their nature and context are
intended to survive the termination of this agreement shall survive its termination to the extent,
and as long as it is necessary to preserve a party’s rights under this Agreement that accrued
prior to termination. All representations and warranties made by Publisher and all remedies
available to Adsmarket will survive the termination of this Agreement.

10. Publisher Representations and Warranties.

(a) Accurate, up-to-date Information- Publisher agrees to provide Adsmarket and Advertiser
with accurate information about its promotional methods, and to maintain an up-to-date
information (such as contact information, websites used, etc.). Publisher undertakes to
accurately, clearly and completely describe all promotional methods by selecting the
appropriate descriptions and providing additional information when necessary. Some
promotional methods will be designated by the system as “special”. Special Programs are linked
to promotional methods and practices that are considered unique and require manual approval
and acceptance by the Advertiser. Adsmarket reserves the right to define any program as
special.

(b) Use of Links. Publisher represents and warrants that all promotional means used by it will
not contain objectionable content (including but not limited to content that is misleading,
libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal
goods, services or activities), and that the Publisher will not mislead others. Publisher agrees to:
(i) use ethical and legal business practices, (ii) comply with the applicable Program terms, as may
update from time to time and this Agreement, (iii) maintain a privacy policy on its website and
for any non-website based promotional method made available to Visitors. Such privacy policy
must comply with all laws and regulations regarding the privacy of Visitor information, be
commercially reasonable, and fully and accurately disclose the Publisher’s collection and use of
Visitors. Adsmarket may deem certain promotional activities inappropriate and a decision
regarding a material breach of this Agreement is in Adsmarket’s sole discretion. Adsmarket
reserves the right to review Publisher’s conduct, and any suspected fraudulent, abusive or
otherwise illegal content or activity by the Publisher through promotional methods, or that is
perpetrated through use of the Service. Any of the aforesaid actions constitute grounds for
immediate termination of this Agreement or deactivation of the Publisher’s account.

(c) Promotional Methods. Publisher represents and warrants that it will not engage in and/or
facilitate spamming, indiscriminate advertising or unsolicited commercial emails, or otherwise
fail to comply with any applicable laws and/ or regulations that govern email marketing and/or
communications including without limitation the most updated CAN-SPAM Act of 2003.
(d) Personally Identifiable Information of Visitors. Publisher represents and warrants that it will
not enable the Tracking Code to collect personally identifiable information of Visitors in violation
of any applicable privacy protection laws and regulations. In the event that Publisher engages in
any information collection from users it must represent and warrant that such information
collection is conducted in accordance with all applicable laws and regulations, including,
provision of all required user notifications, obtaining any necessary consents and approvals prior
to such information collection. Any provision and/or disclosure of such information to
Adsmarket, to the extent applicable, shall be made only in accordance with the foregoing.

(e) To the extent required pursuant to any applicable law and without derogating from Section
10(e) the Publisher undertakes to notify any user whose data is transferred about: (i) the
identity of its data controller and of its representative, if any; (ii) the purposes of the processing
for which the data is intended; (iii) the recipients or categories of recipients of the data; (iv)
whether completing a form is obligatory or voluntary, as well as the possible consequences of
failure to complete; (v) the existence of the right of access to and the right to rectify the data
concerning such user; (vi) to whom the data will be transferred; (vii) the purposes of the transfer
and that the data may be processed at various countries; (vii) that adequate level of data
protection is safeguarded by contractual measures and a brief description of such measures;
and (ix) the affirmative consent of the user to the transfer of such user’s data.

(f) Publisher represents and warrants that: (i) it has all appropriate authority to operate, and the
authority to any and all content on the Publisher’s website(s); (ii) it has all appropriate authority
in any promotional method the Publisher may choose to use; (iii) Publisher’s website(s) and
Publisher’s promotional methods do not and will not infringe a third party’s proprietary rights;
and (iv) it shall remain solely responsible for any and all websites owned and/or operated by the
Publisher and all of the Publisher’s promotional methods

11. NO WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE SERVICE IS PROVIDED “AS IS”
WITHOUT WARRANTIES, AND ADSMARKET HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED,
IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ALL
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, LEGITIMACY OF TRAFFIC.

12. LIMITATION OF LIABILITY
IN NO EVENT WILL ADSMARKET BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY
DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, THE PRODUCT OR ANY
SERVICES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), OR
FOR LOSS OR CORRUPTION OF DATA, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS
OR TECHNOLOGY, IRRESPECTIVE OF WHETHER ADSMARKET HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY PROVIDED IN THE PARAGRAPH
DESCRIBING SERVICES PROVIDED TO ADVERTISERS, ADSMARKET’S LIABILITY TO PUBLISHERS OR
ANY THIRD PARTIES IN ANY AND ALL CIRCUMSTANCE IS LIMITED TO THE OUTSTANDING
BALANCE DEPOSITED OR ACCRUED AS AN ACTIVE ADSMARKET MEMBER MINUS TRANSACTION
PAYOUTS (I.E. AMOUNTS PAID TO PUBLISHERS FOR TRAFFIC SENT TO AN ADVERTISER) AND
ADSMARKET SERVICE CHARGE(S). THIS LIMITATION OF LIABILITY IS APPLICABLE TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW.
Adsmarket does not endorse or approve or make any inquiry about any products or services
offered by an Advertiser or Publisher. Further, Adsmarket does not investigate or conduct any
inquiry as to the legitimacy, financial ability, actual existence or any other matter concerning any
Advertiser or Publisher.

13. INDEMNIFICATION AND REMEDIES

(a) Publisher agrees to indemnify, defend, and hold harmless Adsmarket and its Advertisers
directors, officers, employees and agents from, for and against any and all liability, claims, costs,
expenses, injuries, and losses, including reasonable attorneys’ fees and costs arising directly or
indirectly out of any disputes between the Publisher and any other party relating to this
Agreement or services provided by Adsmarket.

(b) Remedies for Violations. Adsmarket reserves the right to seek all remedies available at law
and in equity for violations of this Agreement, including but not limited to the right to block
and/or discontinue the Service.

14. MISCELLANEOUS

(a) Applicability – This Agreement, including all attachments which are incorporated herein by
reference, constitutes the entire agreement between the parties with respect to the subject
matter hereof, and supersedes and replaces all prior and contemporaneous understandings or
agreements, written or oral, regarding such subject matter. Applicable sections shall survive
expiration or early termination of this Agreement. Neither party shall be liable to the other for
delays or failures in performance resulting from causes beyond the reasonable control of that
party, including, but not limited to, acts of God, labor disputes or disturbances, material
shortages or rationing, riots, acts of war, governmental regulations, communication or utility
failures, or casualties. Failure by either party to enforce any provision of this Agreement shall
not be deemed a waiver of future enforcement of that or any other provision. Adsmarket
reserves the right to make changes to this Agreement and/or amend the Adsmarket service as
needed, at any time, and any such change or amendment shall take effect on the date specified
in the amendment and any accompanying notification. The Publisher is responsible for checking
back frequently for any revisions. If for any reason a court of competent jurisdiction finds any
provision of this Agreement to be unenforceable, that provision of the Agreement shall be
enforced to the maximum extent permissible so as to affect the intent of the parties, and the
remainder of this Agreement shall continue in full force and effect.
Headings used in this Agreement are for ease of reference only and shall not be used to
interpret any aspect of this Agreement.
In addition to terms that are negotiated and documented separately from this Agreement,
terms that are automatically generated through the interactive use of the Adsmarket website
Advertiser interface are explicitly bound by this Agreement.(b)Notices – Except as provided
elsewhere herein, both parties must send all notices relating to this Agreement in writing via
overnight mail or facsimile: (i) to Adsmarket at 2a Raul Valenberg St, Tel-Aviv 69719, Israel
and/or via facsimile to +972-3-769-6661 and, (ii) to Publisher, at the address or facsimile
number listed on the Publisher Account. Notices shall be effective upon a facsimile
confirmation, the notified party’s actual receipt (or refusal to accept to receipt, if applicable), or
five (5) days after the date of mailing.

(c) Relationship of the Parties – Publisher and Adsmarket are independent contractors, and
nothing in this Agreement will create any joint venture, agency, franchise, sales representative,
or employment relationship between the parties. Publisher has no authority to make or accept
any offers or representations on behalf of Adsmarket. Publisher will not make any statement, on
its website or otherwise, that reasonably would contradict anything in this section.

15. Governing Law

If any dispute arising in connection with the performance of this Agreement shall not be
amicably resolved, such dispute shall be solely and finally settled as follows:

(a) US Residents: Disputes with US residents shall be governed by and be construed according to
the laws of the State of New York, without regard to the conflict of laws provisions thereto. Any
dispute arising under or in relation to this Agreement shall be exclusively resolved in the
competent court in New York City.
EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST LAWFUL EXTENT, ALL RIGHT TO
TRIAL BY JURY IN ANY PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR THE
TRANSACTIONS THEY CONTEMPLATE.

(b) EU Residents: This Agreement shall be exclusively governed by the laws of England, without
reference to conflict of laws principles. Without derogating from the Adsmarket’s right to seek
injunctive relief in any jurisdiction it may deem proper, both parties agree that all disputes
between the parties in connection with or arising out of the existence, validity, construction,
performance and termination of this Agreement (or any terms thereof), which the parties are
unable to amicably resolve between themselves within 30 days, shall be referred to arbitration
in London in accordance with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce by one arbitrator appointed in accordance with the said rules. Said
arbitration shall be conducted in English and the arbitrator shall be obligated to reason his/her
decisions.

(c) All other Jurisdictions: Disputes with Customers which are not residents of the US or EU, shall
be governed by and be construed according to the laws of the State of Israel, without regard to
the conflict of laws provisions thereto. Any dispute arising under or in relation to this Agreement
shall be exclusively resolved in the competent court of Tel-Aviv.
16. Service Modifications/Changes – Adsmarket reserves the right to make changes to this
Agreement and/or amend the Adsmarket service as needed, at any time, and any such change
or amendment shall take effect on the date specified in the amendment and any accompanying
notification. You are responsible for keeping updated with any amendments to this Agreement.
In the event a Publisher disagrees with the proposed modification, such Publisher may
terminate its activity in accordance with the terms set forth herein.