Terms of service

THESE TERMS OF SERVICE, INCLUDING THE EXHIBITS REFERENCED HEREIN (COLLECTIVELY THE “AGREEMENT”), CONSTITUTE THE BINDING AGREEMENT BY AND BETWEEN CARROUSELA LTD. AND ITS AFFILIATES AND SUBSIDIARIES (“COMPANY”) AND THE ENTITY EXECUTING THE CORRESPONDING ORDER FORM (“END-CLIENT”) (EACH, A “PARTY” AND COLLECTIVELY, THE “PARTIES”). BY CLICKING “I ACCEPT” TO THIS AGREEMENT, OPENING AN ACCOUNT, SIGNING THE APPLICABLE ORDER FORM OR OTHERWISE USING THE PLATFORM AND SERVICES, END-CLIENT ACKNOWLEDGES AND AGREES TO THE TERMS OF THIS AGREEMENT, WHICH ACCEPTANCE DATE SHALL BE DEEMED THE EFFECTIVE DATE OF THIS AGREEMENT.

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1. Access to the Platform

1.1. Creating an Account. In order to use the Platform, End-Client has to create an account (“Account”). End-Client agrees to (i) provide accurate and complete Account and login information; (ii) keep, and ensure that Authorized Users keep, all Account login details and passwords secure at all times; (iii) remain solely responsible for the activity that occurs in End-Client’s Account under its credentials including with respect of End-Client’s Authorized Users; and (iv) promptly notify Company of any unauthorized access or use of the Account or the Platform occurring under its credentials. Company will not be liable for any loss that End-Client may incur as a result of unauthorized use of the Account. End-Client will not allow the use and access to the Platform by third parties or anyone other than the Authorized Users.

1.2. Right to Use the Platform. Subject to the terms and conditions of this Agreement and the terms of the Order Form, Company hereby grants End-Client and End-Client accepts, a non-exclusive, non-sublicensable and non-transferable right to use the Platform internally for its intended purposes and to engage Talents through the Platform during the applicable subscription term specified in the Order Form.

1.3. Restrictions. Except as expressly permitted herein, End-Client shall not, directly or indirectly: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share the Platform or End-Client’s account on the Platform with or to any third party; (ii) use or permit the Platform to be used in order to perform services for third parties (other than connecting with Talents pursuant to this Agreement), whether on a service bureau or time sharing basis or otherwise; (iii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Platform; (iv) use the Platform for purposes of competitive analysis or the development of a competing software product or service; (v) use the Platform in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Platform or use the Platform in order to provide services: (a) into (or to a resident of or corporation incorporated in) Cuba, Iran, Libya, North Korea, Sudan or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S., Israel or any foreign agency or authority. End-Client agrees to the foregoing and warrant that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (vi) exceed any use limitations or other restrictions that are specified in the Order Form; (vii) contest Company’s Intellectual Property Rights to the Company IPR; (viii) use the Platform for any purpose other than as permitted by this Agreement or attempt to access any part of the Platform or its servers without authorization or by unauthorized means; (ix) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform, such as features that restrict or monitor use of the Platform; or (x) cause or permit any third party to do any of the foregoing. End-Client is solely responsible for acquiring and maintaining all of the hardware and software necessary to access and make use of the Platform.

2.Projects

2.1 Project Matching. End-Client will specify the parameters and scope of each Project, referring at the least to the following: (i) term of Project; (ii) scope of service; (iii) budget and/or fees and payment schedule for the Project; and (iv) whether End-Client should receive all Intellectual property Rights in any work products provided as part of the Project as ‘work made for hire’. The End-Client will be matched with a Talent or various Talents whose profile corresponds to the parameters set out by the End-Client. Assignment of Talent(s) to the End-Client will be subject to End-Client’s prior authorization. Once End-Client has authorized the assignment of Talent to any given Project, End-Client’s payment obligations with respect of such Project may not be cancelled by End-Client (unless due to material breach of Talent).

2.2 Talents. End-Client may engage with Talents introduced by Company on the Platform and place orders on the Platform for services provided by such Talents. Offers provided from Talents to provide services as part of a Project, and any delivery of service or Work Products under Products are not controlled by the Company and Company does not endorse any Talent nor will Company be deemed a party to any transaction between the End-Client and a Talent.

3.Payment Processing. All fees paid to a Talent by the End-Clients in connection with a Project and for any services provided by Talent to End-Client during the period of three (3) years subsequent of the Project shall be paid through the Platform, and the Talent hereby appoints the Company as its collection End-Client solely for the purpose of accepting payments on its behalf during such period. End-Client may not offer Talents to pay or make payment using any method other than through the Platform. The Company will be responsible for processing any payments to Talents following payment by the End-Client. Talent hereby acknowledges that remittance of fees to Talent by Company for any services rendered under a Project is subject to payment of applicable fees by End-Clients through the Platform in accordance with those payment terms agreed upon by the Talent and End-Client, as recorded by the Talent and End-Client in the Platform. Company shall not be responsible for any default in payment by the End-Clients. The payment of fees will be completed by enabling the Talent to withdraw any owed amounts through their Account on the Platform. Please note that any remittance of fees owed to Talents can be completed solely through one account, and Talent acknowledges that all Authorized Users performing services under a Talent Account, to the extent applicable, will receive payments through the Account. Talent is responsible for any remittance of funds to its Authorized Users. Withdrawal of payment will be completed in the currency in which it was transferred to the Company.

4.Consideration. Company shall transfer all payments to the Talent subject to deduction of a service fee charged from End-Client in consideration of its use of the Platform (the “Commission”). Commission rates are published on the Company’s website or through End-Client’s Account and may be amended from time to time. Any modified Commission rates shall apply to services or Projects entered into by Talents and the End-Client subsequently of such modification. The Commission includes all taxes, levies and charges, all of which shall be borne by the End-Client. If Company is required to deduct or withhold any amount from payments to End-Client under applicable law, Company may deduct and withhold such amounts and the reduced amount shall be deemed as full payment herein. The amounts of any payable Commission are non-refundable and non-cancellable.

5.Confidentiality. Each party (“Receiving Party”) may have access to certain non-public or proprietary information or materials of the other party (“Disclosing Party”) whether in tangible or intangible form (“Confidential Information”). Without derogating from the foregoing, the Platform and terms of the Agreement and the Order Form shall be deemed as Confidential Information of Company. Receiving Party may use the Confidential Information solely for the purpose of exercising its rights under this Agreement. Receiving Party shall not disclose or make available the Confidential Information to any third party, except to its employees and consultants that have a need-to-know such information and that are bound by obligations at least as protective as provided herein. Receiving Party shall protect the Confidential Information using measures at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level of care). Receiving Party will promptly notify Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Confidential Information shall not include: (i) information that was in the public domain at the time of disclosure or becomes in the public domain after disclosure not due to breach of this Agreement by Receiving Party; (ii) information that was already in the possession of the Receiving Party before disclosure herein; and (iii) information disclosed to Receiving Party by any third party who is not subject to confidentiality restrictions. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information that it is required to disclose pursuant to applicable laws or an order of any competent authority or court, provided that Receiving Party shall, if permitted by law, notify Disclosing Party in advance of such disclosure in order to enable Disclosing Party to seek confidential treatment or a protective order.

6.Third Party Components. The Platform may include third party software components that are subject to open source licenses or pass through commercial licenses which shall be provided upon request. Any use of such third party components is subject solely to the third party terms applicable to such components. If there is a conflict between any such terms and the terms of this Agreement, then the third-party terms shall prevail but solely in connection with the related third party components. The Company does not make any representation, warranty, guarantee, or condition, and does not undertake any liability or obligation, with respect to any third-party components.

7.Ownership

7.1 Talent Work Products. Unless clearly stated in the Project parameters set out by End-Client, all right, title and interest in any work products, deliverables or content provided or created by Talents under or in connection with any Project (the “Work Products”) shall be granted to End-Client and be deemed End-Client’s sole and exclusive property.

7.2 Company IP. Company or its licensors retain all right, title, interest in and to the Platform, Feedback and all related documentation and Confidential Information and any modifications, improvements and derivatives thereof and all intellectual property rights thereto ("Company IPR"). This Agreement does not convey to End-Client an interest in or to any Company IPR but only the limited right to use the Platform pursuant to Section 1 above.

8.Feedback.End-Client may provide Company with feedback regarding the Platform and its use, including without limitation suggestions, ideas, bug notes and user experience reviews (collectively, “Feedback”). Company may, at no cost, freely use such Feedback, for any purpose whatsoever and End-Client hereby assigns all right, title and interest in and to all Feedback to Company upon creation thereof.

9.Privacy. Company’s privacy policy (the “Privacy Policy”) is available on the Company’s website. End-Client shall ensure to establish the legal basis of processing of any personally identifiable information it provides to the Company.

10.Indemnification

9.1 Company agrees to defend End-Client from and against any and all third party claims alleging that the Platform infringe any intellectual property rights of a third party. Company shall indemnify End-Client against any damages and losses finally awarded in judgment or settlement as a result of such claim, including reasonable attorney's fees. It is hereby clarified that Company shall not have liability or responsibility for any content used, received or uploaded by End-Client or the Talents on the Platform or otherwise.

9.2 End-Client agrees to defend Company from and against any and all third party claims: (i) in connection with its engagement with the Talents, including any failure to pay amounts owed to Talent for services rendered to End-Client; (ii) alleging that any Work Products provided or created by Talents on behalf of End-Client: (a) infringe the rights of any third party, including any Intellectual Property Rights, (b) is illegal, violent, , obscene, defaming or misleading; and (iii) breach of its obligations under Section 7 to this Agreement. End-Client shall indemnify Company against any damages and losses finally awarded in judgment or settlement as a result of such claim, including reasonable attorney's fees.

9.3 Indemnifying party’s indemnification obligation shall be subject to the following: (i) indemnified party provides written notice of the claim to indemnifying party promptly after becoming aware thereof; (ii) indemnifying party has sole control of the defense and settlement of the claim; and (iii) indemnified party shall provide reasonable assistance in the defense at indemnifying party’s expense.

12.Limitation of Liability. EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION FOR THIRD PARTY INFRINGEMENT CLAIMS PURSUANT TO SECTION 8 ABOVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND/OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION ANY LOSS OF BUSINESS, LOST PROFITS OR LOST OR DAMAGED DATA, SUFFERED BY ANY PERSON OR ENTITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY'S AND ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND/OR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS ACTUALLY MADE TO COMPANY FOR THE PLATFORM DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

13.Term and Termination

13.1 Term. The term of this Agreement shall commence on the Effective Date and will continue for a period of the subscription period as specified in the Order Form (the “Subscription Term”). The Subscription Term shall be automatically renewed for additional rolling one (1) year periods (each, a “Renewal Term” and together with the Subscription Term, the “Term”). Either party may provide a notice of non-renewal of a Renewal Term no less than thirty (30) days prior to the then in-effect Subscription Term or Renewal Term.

13.2 Termination. Either party may terminate this Agreement upon thirty (30) days’ written notice in the event of a material breach by the other Party or if the other Party becomes insolvent or enters into any bankruptcy proceeding or a similar proceeding, unless the other Party remedies such breach or cause within the notice period.

13.3 Effect of Termination. Upon termination or expiration of this Agreement: (i) the rights granted to End-Client under this Agreement shall expire and End-Client shall discontinue all further use of the Platform. Company does not provide back-up services, however, to End-Client’s convenience, Company shall retain End-Client’s content that existed on the Platform at the time of expiration or termination for thirty (30) days following expiration or termination in order to enable the End-Client to download such content; (ii) End-Client shall pay in full all amounts due and owed to Company which amounts shall accelerate and become due and payable upon the date of termination; and (iii) End-Client shall, at Company's election, erase or return to Company all Confidential Information in its possession or under its control. Sections which by their nature should continue following termination shall survive any termination of this Agreement.

14.Non-Solicitation During the Term and for one (1) year thereafter, End-Client shall not, directly or indirectly, engage any of the Talents who were introduced to it or to whom it provided services through the Platform, other than through the Platform, and shall not attempt to solicit them or to convince them to reduce the volume of their engagement with Company or to work with any third party that competes with the Company.

15.Miscellaneous. This Agreement shall be construed and governed by the laws of Israel, without regards to the conflict of law provisions therein. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the competent courts in Tel Aviv-Jaffa, Israel, and each party hereby submits itself to the exclusive jurisdiction of these courts. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement represents the entire agreement between End-Client and Company regarding the subject matter herein and may be amended only by a written agreement of both parties. Company reserves the right, at its discretion, to change this Agreement at any time. Such change will be effective ten (10) days following sending a notice thereof to End-Client or posting the revised Agreement on the Company’s website, and End-Client’s continued use of the Platform thereafter means that End-Client accepted those changes. Company may collect, retain, use and transfer aggregate data regarding use of the Platform without any restrictions. To the extent any conflict arises between the terms and conditions of this Agreement and those contained in the Order Form, the terms and conditions contained in this Agreement shall prevail. The failure of either party to enforce any rights granted herein or to take action against the other party in the event of any breach herein shall not be deemed a waiver by that party. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. End-Client may not assign its rights or obligations under this Agreement without the prior written consent of Company. Company may assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets.

16.Definitions. All capitalized terms used herein shall have the meanings set forth below:

16.1 “Affiliate” shall mean any entity that Controls, is Controlled by, or is under common Control with End-Client, provided that such an affiliate is not a competitor of Company. “Control” shall mean the ownership, directly or indirectly, of 50% or more of the voting interest.

16.2 “Authorized Users” means End-Client’s employees whose duties require such access or authorized consultants and subcontractors (excluding any competitors of Company) only where such use is required as part of their performance of the services for End-Client.

16.3“Intellectual Property Rights” shall mean any (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and/or (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.

16.4 “Order Form” means the written or electronic ordering or account sign-up document the Parties have signed and entered into in respect of the Platform, to which this Agreement is attached and incorporated.

16.5 “Platform” means the Company’s online proprietary platform for recruitment and management of Talents in project-based engagements. References to the Platform shall be deemed to include all related APIs and other features, code and technology or documentation made available by Company in connection therewith.

16.6 “Project” shall mean any project which End-Client is seeking to complete by obtaining the services provided by Talents, and with respect of which End-Client has set out the Projects’ technical and commercial specifications in its Account, including, as may be applicable, the purpose, scope, requirements and consideration paid under such project.

16.7 “Talent” shall mean a third-party freelance consultant or agency of consultants who is seeking to perform services for the benefit of End-Client as part of a Project.

Moonshoot Inc. Talent Terms of Service

THESE TERMS OF SERVICE, INCLUDING THE EXHIBITS REFERENCED HEREIN (COLLECTIVELY THE “AGREEMENT”), CONSTITUTE THE BINDING AGREEMENT BY AND BETWEEN CARROUSELA LTD. (OTHERWISE KNOWN AS MOONSHOOT) AND ITS AFFILIATES (“COMPANY”) AND THE TALENT SIGNING UP FOR OR VALIDATING AN ACCOUNT ON THE PLATFORM (“TALENT”) (EACH, A “PARTY” AND COLLECTIVELY, THE “PARTIES”). BY CLICKING “I ACCEPT” TO THIS AGREEMENT, SIGNING-UP FOR AN ACCOUNT, SIGNING THE APPLICABLE ORDER FORM OROTHERWISE USING THE PLATFORM AND SERVICES, TALENT ACKNOWLEDGES AND AGREES TO THE TERMS OF THIS AGREEMENT, WHICH ACCEPTANCE DATE SHALL BE DEEMED THE EFFECTIVE DATE OF THIS AGREEMENT.
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1. Access to the Platform

1.1. In order to use the Platform, Talent has to create an account (“Account”). Talent agrees to (i) provide accurate and complete Account and login information; (ii) keep, and ensure that Authorized Userskeep, all Account login details and passwords secure at all times; (iii) remain solely responsible for the activitythat occurs in Talent’s Account under its credentials including with respect of Talent’s Authorized Users; and (iv)promptly notify Company of any unauthorized access or use of the Account or the Platform occurring under itscredentials. Company will not be liable for any loss that Talent may incur as a result of unauthorized use of theAccount. Talent will not allow the use and access to the Platform by third parties or anyone other than theAuthorized Users. Talent further warrants that it and any of its Authorized Users are over 18 years of age or havesufficient permission of a legal guardian to sign-up for an Account and perform the services under the Project ascontemplated herein.

1.2. Right to Use the Platform. Subject to the terms and conditions of this Agreement, Company hereby grants Talent and Talent accepts, a non-exclusive, non-sublicensable and non-transferable right to use the Platform internally for its intended purposes, and, once enabled, engage with End-Clients for purpose of executing Projects and delivering Work Products to End-Client during the term of this Agreement.1.3 Restrictions. Except as expressly permitted herein, Talent shall not, directly or indirectly: (i) sell, license (or sub- license), lease, assign, transfer, pledge, or share the Platform or Talent’s account on the Platform with or to any third party; (ii) use or permit the Platform to be used in order to perform services for third parties, whether on a service bureau or time sharing basis or otherwise; (iii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Platform; (iv) use the Platform for purposes of competitive analysis or the development of a competing software product or service; (v) use the Platform in any manner that is prohibited by law, including without limitation, to sell, distribute, download or export the Platform or use the Platform in order to provide services: (a) into (or to a resident of or corporation incorporated in) Cuba, Iran, Lebanon, Libya, North Korea, Sudan or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S., Israel or any foreign agency or authority. Talent agrees to the foregoing and warrant that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (vi) exceed any use limitations or other restrictions that are specified in the Order Form; (vii) contest Company’s Intellectual Property Rights to the Company IPR; (viii) use the Platform for any purpose other than as permitted by this Agreement or attempt to access any part of the Platform or its servers without authorization or by unauthorized means; (ix) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform, such as features that restrict or monitor use of the Platform; (x)impersonate any third party; or (xi) cause or permit any third party to do any of the foregoing. Talent is solelyresponsible for acquiring and maintaining all of the hardware and software necessary to access and make use ofthe Platform.

2.Projects

2.1 Project Matching. Talents will specify their specialization and service criteria for any potential Project, referring at least its period of availability and its current rates of service fees in respect of a Project. The Projects will be extended to the Talents by the Platform as based on an assessment of their match to a Project’s requiredparameters. Assignment of a Project to a Talent shall be subject to End-Client’s prior authorization through thePlatform. Once the Project has been assigned to the Talent, the Talent will be entitled to the service fee attached to such Project in accordance with the payment schedule set forth under the Project’s specifications.Talent may not cancel any order for a Project once the Platform assigned the Talent to the Project. Projectsestablished by End-Clients are not extended or controlled by the Company and Company does not endorse anyEnd-Client or Project nor will Company be deemed a party to any transaction between the End-Client and aTalent, whether any agreement is reached on the Platform or elsewhere.

2.2 Project Obligations.. Talent warrants and represents that: (i) all content used by it when performing the Project and all Work Products created as part of performing the services under the Project are legal, accurate, complete and true and do not infringe any rights of any third party, including with respect of Intellectual Property rights; (ii) it will not fulfill the Project by fraud, personally or through friends and family, and any Talents engaging with End-Client under the Project will be specified in the Talent Account; (iii) it is authorized to provide all data provided herein and to permit Company to collect data from Talent’s accounts through APIs; (iv) it has sufficient licenses, permits and rights to perform the Projects and offer its services through the Platform; (v) it will not breach any applicable law, rules, regulations or ordinances and none of the Work Products include any restricted goods or services that require a regulatory approval unless approved in writing by End-Client (e.g. related to gambling, weapons, medicine etc.). All engagements between the Talent and an End-Client shall be inaccordance with a separate agreement executed directly between the Talent and such End-Client and it is theTalent’s responsibility to comply therewith.

3.Payment Processing. All fees paid to a Talent by the End-Clients in connection with a Project and for any services provided by Talent to End-Client during the period of three (3) years subsequent of the Project shall be paid through the Platform, and the Talent hereby appoints the Company as its collection End-Client solely for thepurpose of accepting payments on its behalf during such period. Talent shall not seek or receive payment from the End-Client by any other means other than through the Platform. Talent hereby acknowledges that remittance of fees to Talent by Company for any services rendered under a Project is subject to payment of applicable fees by End-Clients through the Platform in accordance with those payment terms agreed upon by the Talent and End- Client, as recorded by the Talent and End-Client in the Platform. Company shall not be responsible for any default in payment by the End-Clients. The payment of fees will be completed by enabling the Talent to withdraw any owed amounts through their Account on the Platform. Please note that any remittance of fees owed to Talents can be completed solely through one account, and Talent acknowledges that all Authorized Users performing services under a Talent Account, to the extent applicable, will receive payments through the Account. Talent is responsible for any remittance of funds to its Authorized Users. Withdrawal of payment will be completed in the currency in which it was transferred to the Company.

4.Consideration. Talent is aware that it is given access to the Platform for no consideration, and that Company’sconsideration for providing access to the Platform is based on commission fees which are deducted from thosefees paid by End-Client to Talents through the Platform. Commission rates are published on the Company’swebsite or through Talent’s Account and may be amended from time to time. Any modified Commission ratesshall apply to services or Projects entered into by Talents and End-Clients subsequently of such modification. The commission fees constitute Company’s sole consideration for the services provided through Platform.

5.Confidentiality. Confidentiality. Talent (“Receiving Party”) may have access to certain non-public or proprietary information or materials of the Company (“Disclosing Party”) whether in tangible or intangible form (“ConfidentialInformation”). Without derogating from the foregoing, the Platform and terms of the Agreement and the OrderForm shall be deemed as Confidential Information of Company. Receiving Party may use the ConfidentialInformation solely for the purpose of exercising its rights under this Agreement. Receiving Party shall not disclose or make available the Confidential Information to any third party, except to its employees and consultants that have a need-to-know such information and that are bound by obligations at least as protective as provided herein. Receiving Party shall protect the Confidential Information using measures at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level of care). Receiving Party will promptly notify Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Confidential Information shall not include: (i) information that was in the public domain at the time of disclosure or becomes in the public domain after disclosure not due to breach of this Agreement by Receiving Party; and (ii) information that was already in the possession of the Receiving Party before disclosure herein.

6.Third Party Components. The Platform may include third party software components that are subject to opensource licenses or pass through commercial licenses which shall be provided upon request. Any use of such thirdparty components is subject solely to the third party terms applicable to such components. If there is a conflictbetween any such terms and the terms of this Agreement, then the third-party terms shall prevail but solely inconnection with the related third party components. The Company does not make any representation, warranty,guarantee, or condition, and does not undertake any liability or obligation, with respect to any third-partycomponents.

7.Ownership

7.1 Work Products and Talent Content. All content created or uploaded by Talents and their Authorized Usersthrough use of the Platform or the Company’s website shall be deemed user generated content (“UserGenerated Content”) solely owned by Talent. Unless clearly stated in the Project parameters set out by End-Client, all right, title and interest in any work products, deliverables or content provided or created by Talentsunder or in connection with any Project (the “Work Products”) shall be granted to End-Client and be deemedEnd-Client’s sole and exclusive property. Talent hereby expressly assigns to the End-Client all IntellectualProperty Right in any Work Product, and shall obtain any required assignments from Authorized Users for suchpurpose, including any necessary waiver of moral rights.

7.2 DMCA Policy. The Company respects copyright and it is Company’s policy to terminate in appropriatecircumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights ofcopyright holders. A copy of our DMCA Policy at is available upon request by contacting crew@moonshoot.inc.

7.3 Company IP. Company or its licensors retain all right, title, interest in and to the Platform, Feedback and allrelated documentation and Confidential Information and any modifications, improvements and derivativesthereof and all intellectual property rights thereto ("Company IPR"). This Agreement does not convey to Talent an interest in or to any Company IPR but only the limited right to use the Platform pursuant to Section 1 above.

8.Feedback.Talent may provide Company with feedback regarding the Platform and its use, including withoutlimitation suggestions, ideas, bug notes and user experience reviews (collectively, “Feedback”). Company may, at no cost, freely use such Feedback, for any purpose whatsoever and Talent hereby assigns all right, title andinterest in and to all Feedback to Company upon creation thereof.

9.Privacy. Company’s privacy policy (the “Privacy Policy”) is available on the Company’s website. Talent shall ensure to establish the legal basis of processing of any personally identifiable information it provides to the Company.

10.Indemnification

Talent agrees to defend Company from and against any and all third party claims: (i) alleging that any User Generated Content or Work Products provided or used by Talent: (a) infringe the rights of any third party, including any intellectual property rights, (b) is illegal, violent, obscene, defaming or misleading, (ii) made in connection with any failure to remit any funds to Authorized Users; or (d) made in connection with any breach of Section 8 of this Agreement. Talent shall indemnify Company against any damages and losses finally awarded in judgment or settlement as a result of such claim, including reasonable attorney's fees.

11.Disclaimer of Warranty. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM REMAINS WITH TALENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM.

12. Limitation of Liability. PLATFORM.12. Limitation of Liability. EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNIFICATION FOR THIRD PARTY INFRINGEMENT CLAIMS PURSUANT TO SECTION 8 ABOVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND/OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT,INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION ANY LOSS OF BUSINESS, LOST PROFITS OR LOST OR DAMAGED DATA, SUFFERED BY ANY PERSON OR ENTITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THECONTRARY, IN NO EVENT SHALL COMPANY AND ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND/OR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS ACTUALLY MADE TO COMPANY FOR THE PLATFORM DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

13. Term and Termination

13.1 Term. The term of this Agreement shall commence on the Effective Date and will continue for the periodspecified in the Order Form (the “Initial Term”). The Initial Term shall be automatically renewed for additionalrolling one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”). Eitherparty may provide a notice of non-renewal of a Renewal Term no less than thirty (30) days prior to the then in-effect Initial Term or Renewal Term.

13.2 Termination. Either party may terminate this Agreement upon thirty (30) days’ written notice in the event of a material breach by the other Party or if the other Party becomes insolvent or enters into any bankruptcyproceeding or a similar proceeding, unless the other Party remedies such breach or cause within the noticeperiod.

13.3 Effect of Termination.Upon termination or expiration of this Agreement: (i) the rights granted to Talent under this Agreement shall expire and Talent shall discontinue all further use of the Platform. Company does notprovide back-up services, however, to Talent’s convenience, Company shall retain Talent’s content that existedon the Platform at the time of expiration or termination for thirty (30) days following expiration or terminationin order to enable the Talent to download such content; (ii) any amounts paid to Talent from an End-Client andcollected by the Company will be available for withdrawal for a period of ninety (90) days following terminationof the subscription to the Platform; (iii) Talent shall, at Company's election, erase or return to Company allConfidential Information in its possession or under its control. Sections which by their nature should survivetermination shall survive any termination of this Agreement.

14.Miscellaneous. his Agreement shall be construed and governed by the laws of Israel, without regards to theconflict of law provisions therein. Any dispute arising out of or in connection with this Agreement, including anyquestion regarding its existence, validity or termination, shall be referred to and finally resolved by arbitrationadministered by the Law of Arbitration, 1968. The seat of the arbitration shall be Tel Aviv, Israel. The Tribunalshall consist of three (3) arbitrator(s), with one arbitrator nominated by each party and the third party mutuallyagreed by the Parties. If the Parties fail to reach an agreement regarding the appointment of the third arbitrator,such arbitrator shall be appointed by the Israeli Bar Association. The language of the arbitration shall be English.The arbitration award shall be final and binding on both parties and enforceable in any court of competentjurisdiction. The parties agree that any arbitration proceedings, including the existence, conduct, or outcome ofthe arbitration, shall be kept confidential and not disclosed to any third party, except as required by law.The application of the United Nations Convention of Contracts for the International Sale of Goods is expresslyexcluded. This Agreement represents the entire agreement between Talent and Company regarding the subjectmatter herein and may be amended only by a written agreement of both parties. Company reserves the right, atits discretion, to change this Agreement at any time. Such change will be effective ten (10) days following sending a notice thereof to Talent or posting the revised Agreement on the Company’s website, and Talent’s continued use of the Platform thereafter means that Talent accepted those changes. Company may collect, retain, use and transfer aggregate data regarding use of the Platform without any restrictions. To the extent any conflict arises between the terms and conditions of this Agreement and those contained in the Order Form, the terms andconditions contained in this Agreement shall prevail. The failure of either party to enforce any rights grantedherein or to take action against the other party in the event of any breach herein shall not be deemed a waiver bythat party. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Talent may not assign its rights or obligations under this Agreement without the prior written consent of Company. Company may assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, consolidation, reorganization or sale of all orsubstantially all of its assets.

15.Definitions. All capitalized terms used herein shall have the meanings set forth below:

15.1 “Affiliate” shall mean any entity that Controls, is Controlled by, or is under common Control with Talent,provided that such an affiliate is not a competitor of Company. “Control” shall mean the ownership, directly orindirectly, of 50% or more of the voting interest.

15.2 “End-Client(s) “End-Client(s)” means any third-party entity seeking to complete Projects by engaging with Talents for their services.

15.3“Authorized Users” means Talent’s employees or authorized consultants whose duties require such access and subcontractors (excluding any competitors of Company) only where such use is required as part of theirperformance of the services for End-Client.

15.4 “Intellectual Property Rights” shall mean any (i) patents and patent applications throughout the world,including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinationsof any of the foregoing, all whether or not registered or capable of being registered; (ii) common law andstatutory trade secrets and all other confidential or proprietary or useful information that has independentvalue, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) allcopyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks,trade names, corporate names, company names, trade styles, service marks, certification marks, collectivemarks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in thosejurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works,databases, algorithms, formulae and processes; and/or (vii) all other intellectual property and proprietaryrights, and all rights corresponding to the foregoing throughout the world.

15.5. “Order Form” means the written or electronic ordering or account sign-up document the Parties have signed and entered into in respect of the Platform, to which this Agreement is attached and incorporated.

15.6 “Platform” means the Company’s online proprietary platform for recruitment and management of Talents in project-based engagements. References to the Platform shall be deemed to include all related APIs and otherfeatures, code and technology or documentation made available by Company in connection therewith.

15.7 “Project” shall mean any project which End-Client is seeking to complete by obtaining the services provided by Talents, and with respect of which End-Client has set out the Project’s technical and commercial specifications in its Account, including, as may be applicable, the purpose, scope, requirements and consideration paid under such project.

15.7 “Talent” hall mean a third-party freelance consultant or agency of consultants who is seeking to performservices for the benefit of End-Client as part of a Project.

Last updated 24 October 2023.

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