Supercreator LTD

By accessing or using the Supercreator’s platform, extension, or any relatedadd-on, plug-in, console or software (collectively, the “Platform”), or by executing of a Service Order (as defined below)(whichever is earlier, the “EffectiveDate”), you (either as a content creator or an agency representing acontent creator (either, the “Manager”)),or other End User (as defined below), as applicable) hereby agree to thesegeneral terms and conditions, as may be amended from time to time (togetherwith any Service Order (if applicable), the “Agreement”) with Supercreator Ltd., on behalf of itself and itsaffiliates (collectively, the “Company”).Each of the Company and you shall be referred to as a “Party” and together the “Parties”.

In the event you are entering into this Agreement on behalf of a corporate entity (the“Corporation”), or during theperformance of your duties within the Corporation, any reference to “you” or“End User” shall refer both to you and, mutatismutandis, to the Corporation. You hereby certify that you are an authorizedrepresentative of the Corporation and have the right to assume the obligationsunder this Agreement on behalf of the Corporation and the authority to bind theCorporation and its affiliates in this Agreement.

Please read the terms of this Agreement carefullyin their entirety prior to your use of the Platform. Please note that thisAgreement constitutes a legally binding agreement between you and the Company.Re-accessing and/or using the Platform and any of its contents, as updated fromtime to time, indicates that you have read and understood the terms of thisAgreement and that you have received, accept, consent to, and approve itscontents. If you do not agree to all of the terms of this Agreement, or if youdo not have the authority to bind the Corporation or has not been authorized bythe Corporation to use the Platform on its behalf, you must discontinue the useof the Platform or terminate any outstanding Service Order in accordance withits terms (as applicable).

1. The Services & The License

1.1. The Platform, inter alia,provides the Manager and other Platform’s end users (each, an “End User”) certain features and data toassist optimizing, controlling, monetizing, and scaling the relevant profilesor accounts in certain social media platforms, such as ‘OnlyFans’ platform (the“Social Account(s)”, and the “Third Party Platform(s)”,respectively), in accordance with their needs, inter alia, via certain AI (as defined below) tools, as furtherdetailed below (the “Services”).

1.2. In order to gain access to and receive the Services, you shall belog-in into the Social Account(s) via the applicable Third Party Platform (the“Logged Accounts”). You herebyrepresent that you have all power and authority to log-in to any Social Accountyou wish to access to through the Platform.

1.3. As of the Effective Date, the Company hereby grants you a limited,revocable, non-exclusive, non-transferable, non-sublicensable and personallicense to use the Platform to which you have properly gained access, forpurposes of receiving the Services, but only for your own personal and internaluse, including any revisions, releases, corrections, copies, derivatives,enhancements, updates and/or upgrades thereto, all in accordance with terms ofthis Agreement and subject to them (the “License”).

1.4. Under the License, Company shall provide you with such number ofcredentials as set forth in the Service Order to allow the End Users to openaccounts (each, an “Account”), forthe purpose of accessing and using the Platform.

1.5. As part of using the Platform, you may receive from time to time,certain information and updates with respect to the Logged Accounts, includingintegrated direct access to the Social Account(s) on the relevant Third PartyPlatform, content suggestions regarding such Logged Accounts, or analytics,statistics and other data related to the Logged Accounts (the “Platform Content”). It is herebyclarified that the Platform Content available may change with respect to eachAccount in accordance with the permission granted to such Account by itsrespective Manager, and not all Platform Content shall be available to all kindof Accounts.

1.6. The Company will have the right to review and monitor all use ofthe Platform to ensure compliance with the terms of this Agreement, and maytake any other action the Company may deem appropriate, in its sole discretion,to protect its property and rights, as well as the rights of third parties,including insuring the security of the Platform.

1.7. Company may update the functionality, user interface, usabilityand other user documentation, information relating to the Platform and all ofits features, from time to time, in its sole discretion and in accordance withthis Agreement, as part of its ongoing mission to improve the Platform.

1.8. The Company shall not be liable for any action or activityconducted by any End User in connection with any Social Account, either throughthe Platform or otherwise. The Company hereby caution you to verify theindividuals you provide access to the Platform (including as End Users), toprovide such access only to those individuals you trust, and to understand theentailed risks in providing such access.

2. Eligibility

2.1 You hereby represent and warrant that: You are at least 18 years old (the Company reserve the right to requestproof of age at any stage in order to verify compliance with thisrepresentation). It is hereby clarified that the Platform and the Services arenot intended for use by minors. In the event that it is brought to theCompany’s attention that a person under the age of 18 years makes use of thePlatform, the Company reserves the right to prevent his/her access to thePlatform. If you are under the age of 18, please read this Agreement carefullywith your parents (or another legal guardian), and discounted the use of the

2.2 Platform immediately;Company has not disabled or terminated any Account (as defined below)under your name in the past for any reason

2.3. You have the right, authorityand capacity to enter into this Agreement and to abide by all the terms andconditions of this Agreement, including on behalf of the Corporation (ifapplicable);

2.4. You are not located in acountry that is subject to any sanctions or embargos by the State of Israel,the United States or the European Union, or that has been designated by theState of Israel, the United States or the European Union as a “terrorist supporting”country; and

2.5. You are not listed on any listof prohibited or restricted parties published by the State of Israel, theUnited States or the European Union.

3. User Obligations And Restrictions

3.1. You may access and use thePlatform and the Services only in accordance with the terms of this Agreement,and the online registration page or an order form executed between the Companyand you (either personally or through the Corporation) (the “Service Order”).

3.2 As part of an End User’sregistration to the Platform, the End User shall be required to provide certaininformation to the Company, including such information as further detailed inthe Privacy Policy (as defined below). End User undertakes that all suchinformation shall be accurate and complete, and to keep all such informationup-to-date.

3.3  End User will have a password,which, together with its email address associated with its Account (the “Access Information”), will constitutethe End User’s identification information for the purpose of logging in to itsAccount. The End User shall maintain the confidentiality of all AccessInformation, and other information related to the Account, using at least thesame degree of care as End User uses to protect its most confidentialinformation. Except to the extent caused by the Company’s breach of itsconfidentiality obligations hereunder, the Company shall not be responsible forunauthorized access to the Account.

3.4 The End User, together withyour Corporation, shall remain solely responsible for its use of the Platformand all activities on its Account.

3.5 You will contact the Companypromptly if (i) you discover that any Access Information or other Accountinformation is lost, stolen, or disclosed to an unauthorized person; (ii) youreasonably believes that the Account has been compromised, including any unauthorizedaccess, use, or disclosure of Account information; or (iii) you discover anyother breach of security in relation to your Access Information, or thePlatform, that may have occurred or is reasonably likely to occur.

3.6 Without limitingthe foregoing, you may not, and may not permit or aid others to: (i) usethe Platform for any purpose other than for the purpose hereunder, or contraryto the terms of this Agreement; (ii) copy, reproduce, sell, license (orsub-license), lease, loan, assign, transfer, or pledge the Platform or any partthereof or your rights under the License; (iii) modify, display, disassemble,decompile, reverse engineer, revise, enhance, republish, create any derivativeworks, or otherwise merge or utilize all or any part of the Platform, with orinto any third party materials or components or attempt to access or discoverthe Platform’s source code; (iv) make any changes or interfere in any wayin the source code of the Platform, and upload any software or application thatmay harm or cause damage to the Company, the Platform or any other third party;(v) allow any other third party to use or access the Account and agree to usereasonable efforts to prevent unauthorized access to or use of the Platform andany device that you use to access the Platform; (vi) use the Platform in anymanner that is prohibited by law, or that is fraudulent or harmful, or notauthorized by this Agreement, including, without limitation by accessing orusing the Platform in violation of any export or import restrictions, laws orregulations of the State of Israel or any foreign agency or authority,including, but not limited to, copyright infringement, trademark infringement,defamation, invasion of privacy, identity theft, hacking, cracking ordistribution of counterfeit software; (vii) contest Company’s rights to theCompany’s IPR (as defined below); (viii) interfere with or disrupt theintegrity or performance of the Platform or Company’s network or the datacontained therein or the use of other End Users; (ix) engage in “framing”,“mirroring”, or otherwise simulating the appearance or function of thePlatform; or (x) Abuse the Platform in any way. “Abuse” shall mean and include any of the prohibited activityoutlined in this Section ‎3.7, including without limitation, direct or indirectviolation or bad activity in or through the Account, including copyrightinfringement, email spamming and network scanning. The decision whether anAbuse occurred or not, shall reside with Company in its sole discretion. Upon adecision by Company that an Abuse has occurred, without derogating from any ofthe Company’s rights hereunder, Company shall issue a notice to the End User tocease the Abuse immediately.

4. Intellectual Proprietary Rights

4.1 Notwithstanding anything to thecontrary herein, the Services, the Platform, all reproductions, corrections,modifications, enhancements, improvements, updates and/or upgrades thereto, anycontent embedded therein (including materials, text, photos, graphical displayof data, analysis, statistics and any other content), all data related to yourusage thereof, and all Intellectual Property Rights therein or relatingthereto, including but not limited to, any modifications or custom features tothe Services to be developed by the Company for your benefit, whether you haverequested or instructed or not, and all Ideas and AI Process (each, as definedbelow) (collectively, “Company’s IPR”),are and will remain the Company’s or its third-party licensors (as applicable)sole and exclusive property. Any rights therein not explicitly granted to youhereunder, are reserved to and shall remain solely and exclusively proprietaryto the Company (or its third-party licensors).
For the purpose hereof, “Intellectual Property Rights” means any and all intellectual property rights recognized in any country or jurisdiction in the world, whether registered or non-registered, including but not limited to, patent rights (including, without limitation, registered patents and patent applications and disclosures), service marks, logos, domain names, copyrights (including copyrights applications), trademarks, trade secrets, moral rights, know-how, inventions, research and development activities and discoveries, reputation and goodwill, and any divisions, continuations, renewals, reissues and extensions of any of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

4.2 For the purpose here of, “IntellectualProperty Rights” means any and all intellectual property rights recognizedin any country or jurisdiction in the world, whether registered ornon-registered, including but not limited to, patent rights (including, withoutlimitation, registered patents and patent applications and disclosures),service marks, logos, domain names, copyrights (including copyrightsapplications), trademarks, trade secrets, moral rights, know-how, inventions,research and development activities and discoveries, reputation and goodwill,and any divisions, continuations, renewals, reissues and extensions of any ofthe foregoing (as applicable) now existing or hereafter filed, issued, oracquired.

You shall not, nor shall youallow any other party to modify, make copies of, publish, transmit, distribute,rent, lease, loan, participate in the transfer or sale of, provide others withany portion of, reproduce, duplicate, decompile, disassemble, reverse engineer,create new or derivative works from, perform, or display the content, in anyform or by any means, in whole or in part, including commercial use, any of theCompany’s IPR, nor shall you use such Company’s IPR for any purpose other thanfor using the Platform pursuant to the terms herein.

4.3 Any ideas,requests, feedback, recommendations, comments, concepts and other requests,reports or suggestions related to the Services or the Platform (collectively,the “Ideas”) that you may providethe Company be solely owned by the Company. You hereby irrevocably assign andtransfer any Intellectual Property Rights in such Ideas to the Company, withoutrestrictions or limitations, and free of charge (including without payment ofany royalty).

5. Representations And Warranties

Each Party hereby representsand warrants that: (i) it has the full corporate right, power and authority toenter into this Agreement and to perform the acts required hereunder (includingon behalf of the Corporation); (ii) the execution of this Agreement and theperformance of its obligations and duties hereunder does not violate anyagreement to which it is a party or by which it is otherwise bound; (iii) whenexecuted and delivered, the Agreement will constitute the legal, valid andbinding obligation of such Party, enforceable against such Party in accordancewith its terms.

6. User Content

6.1 You hereby acknowledge andaccept that the Company shall receive and collect certain information and data,such as text, clients’ information, photographs, videos, and other types ofworks (the “User Content”), directly or indirectly fromyou, or from the Third Party Platforms, through the features embedded in thePlatform as part of the engagement hereunder.

6.2 You hereby grant the Companypermission to access the Third Party Platforms on your behalf, and furthergrants Company with a non-exclusive, irrevocable, limited, royalty free andworldwide license, to use, process and store the User Content in order to performthe Services under the Platform and any features thereof, and to exercise theCompany’s rights and obligations under this Agreement, or otherwise inconnection thereto.

6.3 You hereby represent andwarrant that you have the right and authority to provide the Company with theUser Content, and that such User Content is and shall remain in your ownership(or of your licensors, as applicable), and you are solely responsible for theUser Content. The Company is under no obligation to edit or control or monitorUser Content, and will not be in any way responsible or liable for UserContent.

6.4 You hereby acknowledge that theCorporation and the Manager shall have full access to all of the activities onthe Platform or any results of processing the User Content. In addition, theCompany may disclose any User Content or such activities to any third party ifthe Company believes that disclosure is reasonably necessary to comply with anylaw.

7. Privacy & Data Protection

7.1 You hereby grant the Companywith the authorization to use any data and information owned or controlled byyou, including the User Content, including without limitation as providedthrough the Third Party Platform, to be collected and processed on the Platform,to enable the provision of the Services (the “Data”).

7.2 The terms of the DataProcessing Agreement (“DPA”),available at [https://www.supercreator.app/dpa], shall apply to the processing of personal data in connectionwith the Agreement.

7.3 The informationyou provide upon registration for the Platform will be stored in the Company’sdatabase. The Company’s use of the information about you will be governed bythe Company’s Privacy Policy at www.supercreator.app/privacy (“Privacy Policy”),and the use of the Platform is further subject to the terms of such PrivacyPolicy (which forms an integral part thereof).

7.4  The Company shall have theright to collect and analyze the data or information relating to the engagementhereunder, including the provision, use and performance, by you or by others,of the Services and the various aspects of the Platform and related systems andtechnologies (“Usage Data”). TheServices embedded in the Platform may be implemented by the Company usingmachine learning systems and artificial intelligence, with features andimplementations designed to generate statistics, calibrate data models, andimprove algorithms in the course of processing the Usage Data (“AI Process”).

7.5 You acknowledge and agree thatthe Company may collect, create, process, transmit, store, use, and discloseaggregated and de-identified data derived from Data or use of the Platform (“Aggregated Data”), for Company’sbusiness purposes, including for the AI Process, and for training, industryanalysis, benchmarking, and analytics. All Aggregated Data will be in anaggregated, de-identified and anonymized form only and will not identify anyEnd User. Company shall have sole ownership, title and interest in and to theAggregated Data, and nothing in this Agreement gives you any rights in or toany part of the Aggregated Data.

7.6 You are solelyresponsible for complying with any privacy and data protection laws andregulations applicable to Data or the use of the Platform. You represent andwarrant that you have obtained, and will maintain all rights, consents, andauthorizations required to grant the Company the rights and licenses set forthherein and to enable the Company to exercise its rights under the same withoutviolation or infringement of the rights of any third party.

8.AI Agent

8.1 As part of certainServices, the Company utilizes Artificial Intelligence (“AI”) and generative AI to provide you with an AI agent designed to communicate with your End Users onthe Third Party Platforms (the “AI Agent”). For the purposes of this section, “Input” means any data, content or materials that you enter whenusing the AI Agent,including User Content, to receive the Output; “Output” means any content generated by AI Agent, based on the Input.  

8.2 Input and Output are considered User Content.

8.3 Third-party providers

8.3.1 To provide you withthe AI Agent, the Company may usethird-party providers as part of the service, listed in Schedule II of the DPA.

8.3.2 You acknowledge andagree that without derogating from the terms of this Agreement, the use of theAI Agent is subject to each third-party providers’applicable terms of use and acceptable use policies (the “Third Party Policies”).

8.3.3 You agree to cooperatewith requests from any third-party provider to support compliance with itsapplicable Third-Party Policies.

8.3.4 You acknowledge andagree that any modification in services provided by any third-party providermay impact, modify and in certain cases, cease the availability, functionality,outputs and performance of the AI Agent.

8.3.5 You agree to sharing the Input with third-party providers to generatethe Output

8.4 In relation to the AI Agent, you undertake to:

8.4.1  Use the AI Agent responsibly, including without limitation, in accordancewith the terms of Section ‎3.6 above and the Third Party Policies of thecompanies detailed providing AI services in Schedule II of the DPA.

8.4.2 Use the AI Agent in compliance with all applicable laws and regulationsgoverning AI use.

8.4.3. Inform all End Usersof the fact they are interacting with an AI system and not a human chatter.

8.4.4 To review and evaluateall Outputs before their use. The nature of AI is that it may containinaccuracies, therefore, human intervention and review by you is crucial.

8.5  As certain features ofthe AI Agent are based ongenerative AI, the Output may not be accurate, reliable, safe, beneficial,always available, or complete. The AI Agent is presented “as-is” without any warranty. The nature of AItechnology is such that it is difficult to fully control and predict outputs.The Company does not represent or warrant that the Output will meet your needsor expectations, and disclaims all responsibility and liability for theaccuracy, completeness, relevancy, intellectual property compliance, legality,decency, quality, or any other aspect of such Output. Additionally, the Companyexpressly disclaims any liability for potential biases, errors,inconsistencies, or unintended consequences that may be present in the Output.The Output may not be unique to you, and different users may receive Outputthat is identical or similar to that presented to others.

8.6 Your use of the AI Agent and any Output are at your own risk, and theCompany shall not be liable for any decisions, actions, or consequencesresulting from your use of the AI Agent or reliance on any Output by you or by the End User, includingany biases, errors, alleged infringement of any rights of any third party, orunintended consequences that may be present in such Output.

9.No Warranty

9.1 THE SERVICES, THE PLATFORM ANDALL CONTENT AVAILABLE ON OR THROUGH THE PLATFORM, INCLUDING THE PLATFORMCONTENT, ARE PROVIDED ON AN “AS IS” BASIS, WITH ALL FAULTS, AND THE COMPANYDOES NOT MAKE AND FULLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KINDWHAT SO EVER REGARDING THE SERVICES AND/OR THE PLATOFRM AND/OR THE CONTENT,ORALLY OR IN WRITING, EXPRESS OR IMPLIED, WHETHER IMPLIED BY THE LAW OROTHERWISE DERIVED FROM IT, PROCEDURE OR PRACTICE, TO THE MAXIMUM EXTENTPERMITTED BY LAW, INCLUDING ANY REPRESENTATION THAT USE OF THE PLATFORM WILL BEWITH NO INTERFERENCE OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, OR WITHREGARD TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY,OR ACCURACY OF THE CONTENT, NON-INFRINGEMENT OR ANY OTHER VIOLATION.

9.2 THE COMPANY ​​ISNOT AND WILL NOT BE LIABLE FOR ANY USE OF THE PLAFORM OR ITS CONTENT OR FORRELIANCE ON THEM (INCLUDING THE PLATFORM CONTENT), AND BEARS NO LIABILITY FORTHE CONTENT, ITS CORRECTNESS AND/OR FOR ANY USE THAT IS MADE OF IT. THE CONTENTIS GENERAL IN NATURE, MAY BE OUT OF DATE AND SUBJECT TO CHANGES AND UPDATES, ITIS NOT A SUBSTITUTE FOR PROFESSIONAL CONSULTATION OF ANY TYPE, AND YOU SHOULDNOT RELY ON ADVICE RECEIVED THROUGH THE PLATFORM FOR THE PURPOSE OF MAKING ANYDECISION IN ANY AREA. THE PLATFORM CONTENT IS GIVEN AS A RECOMMENDATION ONLYAND FOR INFORMATION PURPOSES ONLY, THE COMPANY IS NOT SOLICITING ANY ACTIONBASED ON THE PLATFORM CONTENT, AND YOU NOR ANY OTHER THIRD PARTY SHOULD NOTRELY ON THE PLATFORM CONTENT IN ANY WAY, INCLUDING FOR THE PURPOSE OF MAKINGANY DECISIONS. YOU SHALL BARE SOLE RESPONSIBILITY FOR ANY DECISIONS MADERELYING ON THE PLATFORM CONTENT.

10.Limitation of Liability

10.1.THE COMPANY, ITS MANAGERS,DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUPPLIERS, AGENTS,REPRESENTATIVES, OTHER THIRD PARTIES AND/OR THE HEIRS OF THE ABOVE AND/OR THOSEREPLACING THEM: (A) ARE HEREBY FULLY, COMPLETELY, AND UNCONDITIONALLY EXEMPTFROM ANY AND ALL OBLIGATION AND ARE NOT RESPONSIBLE FOR ANY PART OF THE CONTENTON THE PLATFORM, INCLUDING BUT NOT LIMITED TO THIRD-PARTY CONTENT, SOFTWARE, ORANY OTHER PART USED IN CONNECTION WITH THE PLATFORM OR CONTAINED THEREIN, BEINGCOMPLETE, ACCURATE, UPDATED, TIMELY, SECURE, INTERRUPTION OR ERROR-FREE, ORTHAT DEFECTS WILL BE CORRECTED, OR FOR ANY DECISION YOU MAKE BASED ON ANYTHINGCONTAINED OR ACCESSIBLE THROUGH THE PLATFORM.

10.2 EXCEPT FOR WILLFUL MISCONDUCTOR FRAUD, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S MAXIMUMAGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THE PLATFORM AND ANYAND ALL SERVICES THEREUNDER SHALL NOT EXCEED THE HIGHER OF (I) ONE THOUSAND USD($1,000); OR (II) THE AMOUNTS ACTUALLY PAID TO THE COMPANY WITH RESPECT TO THISAGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTGIVING RISE TO SUCH LIABILITY.

10.3 YOU BEAR SOLE RESPONSIBILITYFOR ANY DAMAGES AND CLAIMS IN THIS RESPECT, AND YOU CAN IMMEDIATELY STOP USINGTHE PLATFORM, ITS CONTENT AND/OR THE PRODUCTS AND SERVICES PROVIDED THROUGH THEPLATFORM. NOTWITHSTANDING ANYTHING SAID ANYWHERE ELSE, THERE IS NORESPONSIBILITY TOWARD YOU AND/OR TOWARD ANY THIRD PARTY IN CONNECTION WITH THEPLATFORM INCLUDING ANY CREATOR, ANY CUSTOMER, ANY AGENCY OR ANY AGENCY’SEMPLOYEE AND/OR ITS CONTENT AND/OR SERVICES AND/OR PRODUCTS PROVIDED INCONNECTION WITH THE PLATFORM AND/OR THE DOWNLOAD OF THE PLATFORM, FOR ANYSPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR ECONOMIC DAMAGESWHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, DOCUMENTS, FILES,PROFIT, GOODWILL, DATA AND/OR COMPUTER TIME, RECOVERY OF PROGRAMS AND/ORPURCHASE OF ALTERNATIVE GOODS OR SERVICES, THE COSTS OF DOWNTIME AND/OR THIRDPARTY CLAIMS, ETC., EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.NOTWITHSTANDING ANYTHING TO THE CONTRARY, DISCONTINUING USING THE PLATFORM ORITS CONTENT IS YOUR SOLE REMEDY.

10.4 Content submittedto any Third Party Platform in connection with the Platform or by any End Userusing the Platform, is not under the control of the Company and therefore theCompany will not be held liable for them, including with respect to their content,reliability, accuracy, and to any harm, inconvenience, loss or distress causedto you, directly or indirectly, as a result of the use of the content.

11. Indemnification

To the maximum extent permittedby any applicable law, you agree to indemnify, defend and hold, the Company andits affiliates, offices, employees and shareholders, and anyone acting on theirbehalf, harmless, at your own expense and immediately after receiving a writtennotice thereof, from and against any damages, losses, demands, costs,liabilities, damages and expenses, including attorney’s fees, legal expensesand expert fees’ and other costs of litigation, resulting or arising from,incurred as a result of or in any manner related to (i) your breach of theseAgreement; (ii) any other use by you of the Platform; (iii) violation of anyapplicable law; or (iv) any third party or regulatory claim related to your oryour End-Users’ use of the AI Agent.

12.Service Level

The Company shall providereasonable technical support and maintenance services in accordance with theCompany’s standard practices, during the company’s standard working hours. EndUser’s sole remedy in the event of any noncompliance with this Section ‎11.2shall be to terminate this Agreement. Such termination does not affect paymentsof any fees due with regards to any use of the Platform prior to termination.

13. Consideration

13. 1 In consideration for the rightto use and access the Platform and the Services hereunder, you will be requiredto pay certain fees in the amount, and in accordance with the payment terms,set forth within the applicable Service Order.

13.2 Unless otherwise agreed in aspecific Service Order, the calculation of any fee payable hereunder, shall bedone on a monthly basis, commencing on the Effective Date and willautomatically renew each consecutive month. All amounts paid shall be invoiced bythe Company, and shall be non-refundable, non-cancellable and non-creditableregardless of any termination of this Agreement, for any reason.

13.3 The Company may suspend orterminate the use of the Platform in the event of any delay in payment. Youshall reimburse the Company for all reasonable costs and expenses incurred(including reasonable attorneys’ fees) in collecting late payments pursuant tothis Agreement.

13.4 The fees underthis Agreement are presented as net prices, and does not include taxes, whichshall be added as required by law. You shall bear any and all taxes inconnection with any payments made under this Agreement.

14.Term and Termination

14.1. The term of this Agreementcommences on the Effective Date and shall continue until terminated inaccordance with the terms herein, unless otherwise set forth in the ServiceOrder (the “Term”).
14.2 Unless otherwise agreed in aspecific Service Order, either Party may terminate this Agreement by giving theother Party 30 days’ prior written notice.
14.3 In addition, the Company mayterminate the Agreement immediately in the following events: (i) your failureto comply with any of your obligations hereunder, not remedied within 14 daysfollowing receipt of notice of such failure from the Company; (ii) if youattempt to transfer or assign any of your rights, liabilities or obligationsunder this Agreement contrary to the provisions thereof; (iii) non-payment ofthe applicable fees by you; (iv) violation of any of the restrictions set forthin Sections ‎3 and ‎4 above; (v) Company believes it is necessary to doso to comply with applicable law; and (vi) your entry into bankruptcy,reorganization, liquidation, receivership, insolvency or similar proceedings(either voluntary or involuntary).
14.4 The Company will be paid forall Services performed and expenses incurred during the Term up to the date oftermination. If you terminate a Service Order or the Agreement without causewhile any Service Order remains uncompleted, you shall pay any remaining fees,as set forth in such Service Order, unless you and the Company have expresslyagreed otherwise.
14.5 Upon terminationof this Agreement, the Services granted herein shall immediately terminate, theCompany shall be entitled to terminate or disable any Account and the receivingparty shall immediately return to the disclosing party, or, if disclosing partyhas provided a written request, destroy and permanently delete, all of thereceiving party’s documents and Confidential Information (as defined below),and all other Services’ deliverables (as such shall be further detailed in eachService Order) in its possession or control. Notwithstanding the termination orexpiration of this Agreement, Sections ‎4 (IntellectualProperty Rights), ‎5 (User Content),‎7 (Privacy & Data Protection),‎14 (Confidentiality), ‎8 (No Warranty), ‎9 (Limitation of Liability) and ‎16 (General Provisions) shall survive and remain in effect inperpetuity.

15.Confidentiality

Each party will hold the other party’s Confidential Information instrict confidence, use it only subject to the terms of this Agreement, allowits use only by the receiving party’s employees and consultants who have signedin advance a confidentiality undertaking containing terms similar to thisAgreement and on a need-to-know basis and pursuant to the terms of thisAgreement, not make the other party’s Confidential Information available to anythird party unless to the extent required by applicable law, implement adequatesecurity measures to ensure against unauthorized access to, use or copying ofthe other party’s Confidential Information, and notify the other party inwriting of any misuse of misappropriation of the other party’s ConfidentialInformation of which the receiving party may become aware.

“Confidential Information” shall include, without limitation, anydata or information that is proprietary to the disclosing Party, whether intangible or intangible form, in whatever medium provided, whether unmodified ormodified by the receiving Party, whenever and however disclosed, including, butnot limited to: (i) any marketing strategies, plans, financial information, orprojections, operations, sales estimates, business plans and performanceresults relating to the past, present or future business activities of thedisclosing Party; (ii) plans for products or services, and customer or supplierlists; (iii) any scientific or technical information, invention, design,process, procedure, formula, improvement, technology or method; (iv) anyconcepts, reports, data, know-how, works-in-progress, designs, developmenttools, specifications, computer software, source code, object code, flowcharts, databases, inventions, information and trade secrets; (v) any otherinformation that should reasonably be recognized as confidential information ofthe disclosing party; and (vi) any information generated by the receiving partythat contains, reflects, or is derived from any of the foregoing. ConfidentialInformation need not be novel, unique, patentable, copyrightable or constitutea trade secret in order to be designated Information. Each party acknowledgesthat the Confidential Information is proprietary to the disclosing party, hasbeen developed and obtained through great efforts by the disclosing party and thatthe disclosing party regards all of its Confidential Information as tradesecrets. Confidential Information shall not include information that: (i) is orbecomes publicly known other than through any act or omission of the receivingParty; (ii) was in the receiving Party’s lawful possession before thedisclosure; or (iii) was lawfully disclosed to the receiving Party by a thirdparty without restriction on disclosure.

The Platform may contain linksto, or advertisements and other materials of, other websites, platforms orsoftware (“Third-Party Materials”).Such Third-Party Materials are not under in the Company’s control, and theinclusion of any Third-Party Material is provided solely as a convenience toyou and does not imply any endorsement by the Company of such Third-PartyMaterials and the Company is not responsible for the content or functionalityof any Third-Party Materials. The Company hereby caution you to ensure that youunderstand the risks involved in using such Third-Party Materials. If youdecide to access or use any of the Third-Party Materials, you do this entirelyat your own risk, and you must follow the privacy policies and the terms andconditions applicable to such Third Party Materials.

16.Links

The Platform may contain linksto, or advertisements and other materials of, other websites, platforms orsoftware (“Third-Party Materials”).Such Third-Party Materials are not under in the Company’s control, and theinclusion of any Third-Party Material is provided solely as a convenience toyou and does not imply any endorsement by the Company of such Third-PartyMaterials and the Company is not responsible for the content or functionalityof any Third-Party Materials. The Company hereby caution you to ensure that youunderstand the risks involved in using such Third-Party Materials. If youdecide to access or use any of the Third-Party Materials, you do this entirelyat your own risk, and you must follow the privacy policies and the terms andconditions applicable to such Third Party Materials.

17.GeneralProvisions

17.1  Force Majeure. Company shall not be liable for any failure to perform any ofits obligations hereunder resulting from circumstances beyond the Company’sreasonable control, such as acts of God, war, government or quasi-governmentalauthorities actions, acts of terrorism, internet or other technology failures,pandemic or epidemic. In the event of such force majeure, the performance ofthe Company’s obligations shall be suspended during the period of existence ofsuch force majeure as well as the period required thereafter to resume theperformance of the obligation. If the force majeure event continues for morethan ninety (90) days, you shall be entitled to terminate this Agreement andreceive a pro-rata refund for any pre-paid fees for the period following suchtermination.
17.2 Changes to the Services. The Company may change or discontinue the services or providenew, additional, or replacement Services within the Platform. The Company may,in its sole discretion, at any time, in any way and for any reason, (i) updateor delete the Platform (in whole or in part); (ii) prevent access to thePlatform (in whole or in part) and/or allow access to certain areas of thePlatform to certain subscribers only. The Company is entitled to make changesor updates to the content of the Platform or to portions of it, at any time andwithout prior notice. In any such case, you will receive a reasonable prior writtennotification. In the event of a material change to the scope of the services,you may, within thirty (30) days of receipt of the notification of change,choose to reject such new, additional, and/or replacement services. Unless youprovide written notice of your rejection within the said thirty (30) days, thenew services will promptly take effect.
17.3 Specific Disclaimer. To the extent the Platform will be benefited by Social Accounts’owners at the ‘OnlyFans’ platform, it is hereby acknowledged that ‘OnlyFans’ isa registered trademark of Fenix International Limited, and that the Platform isnot affiliated with, sponsored, or endorsed by Fenix International Limited.
17.4 Assignability. You may not assign and/or transfer and/or subrogate your rightsunder this Agreement, other than in the event of a merger or sale of all ormost of the assets or shares or any other similar transaction as may bestructured.
17.5 Publicity. Subject to the prior written consent of the other Party, eachParty may reference its general business relationship with the other Party, formarketing purposes, including, through references that will be made on itswebsite, and including by using each other’s name, logo and trademarks.
17.6 Notices. All notices and demands hereunder shall be in writing and shallbe served by personal service, electronic mail, or by mail, at the address ofthe receiving Party set forth in the Service Order (or such different addressas may be designated by such Party by written notice to the other Party). Thenotice will have been given (a) when delivered by hand, (b) on the nextbusiness day, if delivered by a recognized overnight courier, (c) on the thirdbusiness day if mailed (by certified or registered mail, return receiptrequested) or (d) upon confirmed electronic mail. In the event you havequestions or concerns regarding this Agreement, please contact the Company at: hello@supercreator.app.
‍17.7. Entire Agreement. The recitals, the exhibits and the applicable proposalsconstitute an integral part of this Agreement. This Agreement constitutes theentire agreement between the Parties relating to the Services and the use andaccess to the Platform, and supersedes all prior written or oralunderstandings, agreements or representations by or between the Parties withrespect to these subjects. Where there is a discrepancy between this Agreementand a Service Order, the terms of the Service Order will prevail.
17.8. Waiver. No delay or failure by a Party in exercising any right, power orprivilege under this Agreement or any other instruments given in connectionwith or pursuant to this Agreement will impair any such right, power orprivilege or be construed as a waiver of or acquiescence in any default. Nosingle or partial exercise of any right, power or privilege will preclude thefurther exercise of that right, power or privilege or the exercise of any otherright, power or privilege.
17.9. Severability. If any provision of this Agreement is held invalid, void, orunenforceable to any extent, that provision will be enforced to the greatestextent permitted by law and the remainder of this Agreement and application ofsuch provision to other persons or circumstances will not be affected.Governing Law. This Agreement shall begoverned by the laws of the State of Israel, excluding its conflicts-of-lawrules, and the Parties agree that the competent courts located in the TelAviv-Jaffa district, Israel shall have exclusive jurisdiction over any claim ordispute relating to or in connection with this Agreement, and the Platform.