The following terms of service shall govern the Castify Services as set forth in any insertion orders or service agreements (“IO”) executed by and between Castify and channel owner (the “Channel / Content owner”).

Preamble

Whereas, Castify (or its affiliates) developed content distribution and monetization technologies, that enable content owners to create a content branded channel with monetization tools and/or other branded content, linear or non-linear, on Castify Technologies platform, an Over The Top platform by Castify, and on any other platform such as Internet provider set-top boxes.

Whereas, content owner owns a relationship with 3rd party digital Content owners (as further detailed below) and is seeking distribution and monetization technologies.

Content Owner hereby grants Castify, with all the representations and warranties indicated thereafter the non-exclusive, worldwide, royalty-free, transferable, sublicensable licence to use their clients Content (including to reproduce, distribute, modify, display and perform it) for the purpose of distributing, broadcasting and monetizing the client’s content.

Content

Channel owner content may include videos, audio (for example music and other sounds), graphics, photos, text (such as comments and scripts), branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and other materials (collectively, "Content”). The Content, subject of Castify Services is the responsibility of the Content Owner.

Content Owner and their partners retain all ownership rights in his Content. By submitting the Content, the Content Owner grant Castify permission to: Stream the video to end users; Embed the video on third-party websites; Distribute the video via APIs; Make the video available for download; Transcode the video (create compressed versions of the video file that are optimized for streaming); and Generate stills (i.e., “thumbnails”) from the Content to represent it.

Castify will have a non-exclusive distribution and monetization rights for Content Owner’s and their clients Content. Castify shall own and operate the Channels created specially for the Content Owner client Content on the relevant platforms and devices, and will decide which Content items are suitable to be broadcasted via Castify distribution channels.

The Content should include high quality proprietary videos, made available through catalogue that enables Castify to receive streamed videos.

Services

Content Owner and their partners acknowledges that in order for Castify to provide such Services, he hereby grants Castify the rights to distribute, commercialize, monetize and package the Content as a standalone branded channel or as a channel bundled with other channels or content, on various platforms, such as : Roku, Amazon FireTV, AppleTV, AndroidTV, Mobile apps, etc. Content Owner also authorizes Castify to commercialize the Content on the relevant platforms and devices, as well as on television sets and/or related terminals in the event where the Service is available on Internet provider set-top boxes and/or on Chromecast, Apple TV or similar devices.

Each Party also grants the other Party the right to reproduce and to display the Party’s trademarks and/or logos in the Service or to promote the Service (notably in the channel(s) title(s), etc) and in every advertising or promotion of the Service and/or of the Content (web , TV , etc), provided the use of any trademark or logo shall inure to the benefit of its owner and will be subject to such owner’s prior written approval of use.

Castify is constantly changing and improving the Service. Castify may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, change functionality and features, make changes to comply with law, or prevent illegal activities on or abuse of our systems. There will be times when Castify will need to make such changes without notice, such as where we need to take action to improve the security and operability of our Service, prevent abuse, or meet our legal requirements.

Term

Due to the setup time and distribution efforts required from Castify the Initial Term shall be no less than one year from the date of the first commercialization of Content by Castify. Following the Initial Term the agreement will automatically renew for additional one year period each, with the option for either party to terminate the agreement post the Initial Term by providing a 90 days advance written notice to the other party.

Financial Terms

Castify shall pay Content Owner a Revshare amounting to 75% of the Net Income collected from the monetization of the Content Owner’s and their clients Content. “Net income” should be understood as meaning the amounts excluding tax collected by Castify, after direct 3rd party operational costs incurred as a result of the considered distribution and monetization, such as : CDN costs; platform fees; taxes, etc.

Content Owner Revshare, shall be paid by Castify to Content Owner, according to Castify Term & Conditions below, within 30 days following the date of the invoice. All payment amounts specified herein are net of any taxes. Without limiting the foregoing, in the event that any applicable law requires Castify to withhold amounts from any payments to Content Owner hereunder, (i) Castify shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Content Owner with tax receipts evidencing the payments of such amounts.

Representation and Warranties

Each party represents and warrants to the other party that as of the date of this Agreement:

such party has been duly formed and is validly existing under the laws such party is incorporated under;

the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and such Party has obtained, and shall maintain in full force during the Term hereof, such international, national, federal, district, provincial, state and local authorizations as are material and necessary to operate the business it is conducting in connection with its rights and obligations under this Agreement;

such party acknowledges that the other party makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in their Agreement, including any implied warranty of merchantability, non-infringement, or fitness for a particular purpose and implied warranties arising from data accuracy, course of dealing or course of performance.

Content owner further represents and warrants to Casify that (a) it has obtained all necessary copyrights, licenses and any other use rights necessary in connection with Castify Services relating to the Content ,subject matter of this Agreement (including without limitation, the right to use the names, titles, trademarks, domains , voices, and to perform its obligations hereunder and grant the rights granted pursuant to the Agreement; (b) its Content does not and shall not: (1) include content or materials that are in any way unlawful, harmful, abusive, threatening, defamatory, obscene, harassing, coercive, racially, ethically or otherwise objectionable; (2) facilitate illegal activity, depict sexually explicit images or acts, promote violence, promote discrimination, promote illegal activities; or (3) take all reasonable measures no to incorporate any materials that infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights.

Policies

This Agreement includes our privacy policy and will be governed by our Terms of Service. Please review our Privacy Policy to learn about the information we collect, how we use it, and with whom we share it.

Indemnification

Content Owner will indemnify, defend, and hold harmless Castify and its subsidiaries, parents, affiliates, directors, officers, employees, and agents from and against all third-party actions arising from: (a) the Content submitted to or through the Services; and (b) allegations of actions or omissions by Content Owners that (regardless if proven) would constitute a breach of this Agreement.

Limitation of Liability

Castify PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, Castify DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

EXCEPT FOR CLAIMS ARISING OUT OF GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT OR ARISING FROM ANY OTHER PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, “DISCLAIMED DAMAGES”) AND EXCEPT IN SUCH CASES LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES, AND, FOR EITHER PARTY, THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY Castify TO Content Owner ; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE DEEMED TO NEGATE, LIMIT OR REDUCE EITHER PARTY’S AGGREGATE PAYMENT OBLIGATIONS IN CONNECTION WITH THIS AGREEMENT, AND EACH PARTY WILL REMAIN LIABLE FOR ITS AGGREGATE PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. THE EXISTENCE OF ONE OR MORE CLAIMS OR SUITS SHALL NOT ENLARGE THE LIMIT.

Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Israel. Any dispute liable to arise out of this Agreement shall be finally settled by Israeli jurisdiction.