Last updated: March 10, 2014

Developer Agreement

PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE “AGREEMENT”) BEFORE DOWNLOADING, INSTALLING OR USING ANY SOFTWARE PROVIDED BY TOOLEAP MOBILE LTD. (“TOOLEAP MOBILE” OR “WE”) OR ENABLING ANY SUCH SOFTWARE (COLLECTIVELY, THE “TOOLEAP MOBILE SOFTWARE”). THE TOOLEAP MOBILE SOFTWARE DOES NOT INCLUDE THIRD-PARTY SOFTWARE (AS DEFINED IN SECTION 2 BELOW) OR OPEN SOURCE SOFTWARE (AS DEFINED IN SECTION 4 BELOW). THIS IS A LEGAL AGREEMENT BETWEEN TOOLEAP MOBILE AND YOU. THIS AGREEMENT AND THE TOOLEAP MOBILE PRIVACY POLICY (AVAILABLE AT HTTP://WWW.TOOLEAP.COM), ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE (AND COLLECTIVELY REFERRED TO HEREUNDER AS THE “AGREEMENT”), GOVERN YOUR ACCESS TO AND USE OF THE TOOLEAP MOBILE SOFTWARE.

In the event there is a contradiction between this agreement and the Tooleap Mobile Privacy Policy, the Tooleap Mobile Privacy Policy will control.

Tooleap Mobile is willing to license the Tooleap Mobile Software to you only on the condition that you accept all the terms contained in this agreement. By selecting the “Next” button (or similar language provided by us) or by downloading, installing or using the Tooleap Mobile Software, you acknowledge and agree that you have read and understand this agreement and accept all of its terms.

We recommend that you print out or save a local copy of this agreement for your records. If you agree to this agreement on behalf of another person or legal entity including, without limitation, another business, you represent and warrant that you have the authority to bind that entity to this agreement and your agreement to this agreement will be treated as the agreement of the entity. In that event, “you” and “your” will refer and apply to that entity. If you do not accept this agreement in its entirety, then Tooleap Mobile is unwilling to license the Tooleap Mobile Software to you and you may not access or use the Tooleap Mobile Software. Any use of the Tooleap Mobile Software by you under these circumstances will be considered a violation of Intellectual property laws and may subject you to civil and/or criminal penalties.

Modification of These Terms

Tooleap Mobile reserves the right to modify and/or change any of the terms and conditions of this agreement at any time and without prior notice. If Tooleap Mobile modifies this agreement in any manner including but not only by posting  the updated agreement in Tooleap mobile website, by e-mail message to known e-mail address of the developer or by any other reasonable means now known or hereafter developed. Tooleap Mobile will also update the “Last Updated Date” at the end of this Agreement. By continuing to use the Tooleap Mobile Software after Tooleap Mobile has posted a modification of this agreement, you agree to be bound by the modified agreement. If the modified agreement is not acceptable to you, your only recourse is to uninstall the Tooleap Mobile Software. This Agreement will also govern any software upgrades and/or updates provided by Tooleap Mobile that upgrade and/or supplement the Tooleap Mobile Software, unless such upgrades and/or updates are accompanied by a separate license, in which case the terms of that separate license will apply.

Whereas, the parties wish one or more of Tooleap mobile’s software development kits to be Tooleap-enhanced into The Developer’s Application and that Developer shall publish the Tooleap-enhanced application to end users to allow such end users to use Tooleap’s products.

Now therefore, it is hereby agreed as follows:

1. Definitions

Agreement – Tooleap SDK (“Tooleap SDK”) developer agreement

Developer – An app developer, app owner, and any party or person registered to the Services pursuant to the terms of this Agreement.

Tooleap mobile – Tooleap mobile Ltd. and any of its assignees and successors.

Services – Facilitating End Users to generate searches and view ads through their mobile devices.

Website – Tooleap mobile’s website at tooleap.com and all of its sub-domains.

End User – A person, individual, entity or any other party that has downloaded an Tooleap-enhanced Application from an application store.

Application – an application developed by Developer.

Tooleap-enhanced Application – an Application that uses Tooleap SDK as a part of it. All content, advertisement, modifications and other references to the Tooleap-enhanced applications refers only to the application components which are using or displayed by the Tooleap SDK.

Tooleap products – All products of current Tooleap’s SDK or future products, enhancements and software updates.

SDK/Tooleap SDK – a software development kit provided by Tooleap mobile to Developer pursuant to the terms of this Agreement, as may be updated by Tooleap mobile from time to time in its sole discretion.

Application store – An online marketplace where users of smartphones and other mobile devices can browse, purchase, and download applications, or “apps”, that augment the capabilities of their devices.

2. Registration

As a condition to using the Services, Developer shall be required to register with Tooleap mobile and enter Developer’s information. During such registration process, Developer agrees to provide true, current and complete information and to promptly update the information. If Developer provides information that is, or Tooleap mobile believes is, untrue or inaccurate, Tooleap mobile will considerate it as a violation of this agreement. Tooleap SDK

Developer acknowledges to be responsible for all activities that occur under Developer’s e-mail and user name, whether or not authorized by Developer. Tooleap mobile will not be liable for any loss or damage arising from Developer’s failure to comply with this provision, and shall not be liable for actions taken by others who access Developer’s e-mail address.

3. Parties’ Obligations

Once Developer implements the Tooleap SDK in its Application, and once the End User downloads the Tooleap-enhanced Application to its device, Tooleap mobile products and features will be added to the End User device (depends on integration).

In respect of mobile devices, Developer acknowledges that the Tooleap SDK may require additional permissions that The Developer’s Application may not originally require.

It is the Developer’s responsibility to comply with the terms and conditions applicable to each Application store where the Tooleap-enhanced Application is published. Tooleap mobile does not warrant or guarantee that use of the Tooleap SDK as part of the Tooleap-enhanced Application will comply with the requirements of any application store’s terms and conditions, and Tooleap mobile shall have no liability to the Developer for any costs, liabilities, or damages incurred to Developer as a result of such noncompliance.

4. Accepted applications

Tooleap mobile reserves the right to reject/remove from its Service any type of Application in Tooleap mobile’s sole discretion. To prevent rejection from the Service, please refer to section 5.(v).

Support: In any case Tooleap Mobile informs you of an error or defect in the Tooleap-enhanced Application(s), you shall make reasonable efforts to correct such error or defect as soon as possible.

5. Warranties

Tooleap mobile Disclaimer of Warranties – Developer agrees that the Services, the Tooleap SDK and all content on the Website are provided “As Is„ and without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Tooleap mobile does not warrant the results of use of the Services, including, without limitation, the results of any search generated by an End User, and Developer assumes all risk and responsibility with respect thereto.

Developer Warranties – Developer represents and warrants to Tooleap mobile that: (i) it is a legal entity; (ii) Developer has the right, power and authority to enter into this Agreement and perform Developer’s obligations under this Agreement, and if Developer is an individual (i.e., not a corporation), Developer is not a minor or else, you have your parent’s or guardian’s permission to accept the terms of this Agreement; and you have read and agreed to the terms of this Agreement and understand them or have had them explained by a parent or guardian who does so.; (iii) Developer is the owner of the Application designated in connection with the use of Services or is legally authorized to act on behalf of the owner of such Application for the purposes of this Agreement; (iv) The Developer’s Application and any material displayed therein comply with all applicable laws, statutes, ordinances and regulations, do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories, and are not hate-related in content.

(v) the Tooleap-enhanced Applications created by you do not and will not include any expression of obscenity, racism, propaganda, and/or and content which is illegal, inappropriate, offensive towards minorities, defamatory, vulgar, offensive, humiliating, disrespectful, violent, callous, sexual or pornographic, which mocks or attacks individuals on the basis of age, color, race, place of origin, religion, gender, sexual orientation or disability, and/or promotes smoking or consumption of alcoholic beverages, use of illegal drugs or radical political or social activity without the prior written approval of the Company, and will not encourage the carrying out of such activities; and (vi) you will comply with all laws and regulations applicable to the Tooleap-enhanced Applications created by you.

(vii) This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part and require the approval or consent of no other persons;

6. Limitation of Liability

IN NO EVENT SHALL TOOLEAP MOBILE BE LIABLE TO DEVELOPER OR ANY OTHER PERSON FOR ANY DAMAGES RELATING TO INFRINGEMENT OR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF TOOLEAP MOBILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOOLEAP MOBILE’S ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), SHALL BE LIMITED TO THE NET REVENUES ACTUALLY RECEIVED BY TOOLEAP MOBILE IN CONNECTION WITH THE TOOLEAP-ENHANCED APPLICATION DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE OF THE RELEVANT CLAIM. TOOLEAP MOBILE SHALL NOT BE LIABLE TOWARDS DEVELOPER IN THE EVENT THAT ANY APPLICATION STORE SHALL NOT ALLOW THE DOWNLOAD OF THE TOOLEAP SDK.

7. Indemnification

Developer agrees to indemnify, hold harmless and defend Tooleap mobile and its shareholders, subsidiaries, directors, officers, employees and agents from and against any action, claim, demand, dispute, or liability, including reasonable attorney’s fees and costs, arising from or relating to: (i) Developer’s breach of this Agreement including any misrepresentation of Developer, (ii) any negligence or willful misconduct of Developer; (iii) any allegation that the Application infringes a third party’s patent, copyright, trademark or other proprietary or intellectual property right, or misappropriates a third party’s trade secrets due to an act or omission of Developer; or (iv) any action or conduct of Tooleap mobile undertaken pursuant to this Agreement resulting in a third party claim against Tooleap mobile and due to an act or omission of Developer. Developer agrees that Tooleap mobile shall have the right to participate in the defense of any such claim through counsel of its own choosing.

8. Termination

This agreement may be terminated by any party, with or without a reason, by providing the other party with a 24 hours prior written notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranties, disclaimers, limitations of liability, confidentiality and intellection property. Tooleap mobile reserves the right to terminate this agreement and suspend Service to any Developer immediately in the case where Developer breached this Agreement.

9. Confidentiality

Each party agrees that it may be provided by the other party with information that is confidential and proprietary to that other party or a third- party, which (i) is in written, recorded, graphical or other tangible form and marked “Proprietary„, “Confidential„ or with a similar legend denoting the disclosing party’s proprietary interests therein, or (ii) is in oral form and identified by the disclosing party as proprietary or confidential at the time of oral disclosure, with subsequent confirmation in writing within 30 days of such disclosure, or (iii) is of apparent proprietary or confidential nature (“Confidential Information„). Without derogating from the above, Tooleap mobile’s rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party undertakes that it shall treat and maintain the Confidential Information as confidential, and hold all such Confidential Information in trust and confidence for the disclosing party, utilizing at least the same degree of care the receiving party uses to protect its own confidential information, but not less than reasonable degree of care. The receiving party shall not disclose any Confidential Information disclosed by the disclosing party to any third party or to officers, directors, employees or contractors of the receiving party, except to officers, directors, employees or contractors who have to be so informed on a “need-to-know„ basis in order to carry out the purpose of this Agreement and, which are bound by confidentiality obligations not less rigorous than those contained herein. Confidential Information shall not include information which the receiving party can show through written evidence: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement; or (iv) that is independently developed by the receiving party without use of, or reference to, the Confidential Information of the disclosing party. Upon termination of this Agreement, or upon written request by Tooleap mobile, Developer must destroy or return to Tooleap mobile any Confidential Information provided by Tooleap mobile under this Agreement. This section shall survive termination of this agreement for any reason.

10. Intellectual Property

The SDK is and shall remain the sole proprietary of Tooleap mobile and the Developer acknowledges it has no right to use the SDK or modify it in any way unless explicitly provided otherwise herein. All materials displayed or performed on or accessible through the Website or Services including, but not limited to the Tooleap SDK, are protected by copyright. Developer shall abide by all copyright notices, information, and restrictions contained in any content accessed in connection with the Services. Developer shall not decompile, disassemble, decrypt, extract or otherwise reverse engineer or attempt to reconstruct or discover any source code of, or any underlying ideas in, the Tooleap SDK.

If Developer has comments on the Services or the SDK or ideas on how to improve them, he may contact Tooleap mobile. By doing so, Developer also grants Tooleap mobile a perpetual, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate Developer’s ideas or comments into the Services or the SDK (or third party software, content, or services), and to otherwise exploit Developer’s ideas and comments, in each case without payment of any compensation.

Developer grants Tooleap mobile his approval to use Developer’s name, The Developer’s Application name, and The Developer’s Application icons and images for use in Tooleap mobile’s marketing and display on Tooleap mobile Website.

Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property.

11. Further Terms

Developer must comply with the respective application store:

Google Play Business and Program Policies (http://play.google.com/about/android-developer-policies.html) and Google ad policy https://developer.android.com/distribute/googleplay/policies/ads.html

Independent Contractors: The parties and their respective personnel are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party. Nothing in this Agreement shall create or be deemed to create a joint venture, partnership, an employer and employee relationship between the parties, or an obligation to form any such relationship between the parties hereto. Developer shall remain at all times an independent contractor, responsible for his/her own actions and expenses.

Assignment: Developer may not assign any of his/her rights, duties or obligations under this Agreement to any person or entity, in whole or in part, and any attempt to do so shall be deemed void and/or a material breach of this Agreement. Tooleap mobile may assign this agreement without Developer’s consent.

Waiver: No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.

Severability: If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

Notice: All notices shall be in writing and shall be deemed to be delivered when received by e-mail. All notices to Tooleap mobile shall be sent to support@tooleap.com, and all notices to Developer shall be sent to the email address supplier by Developer at registration, or to such other address as either party may, from time to time, designate by notice to the other party.

Amendment: Tooleap mobile may amend this Agreement at any time. In a case where a change to this agreement is made, Tooleap mobile will post a notice on its Website, or send a notice to Developer via email. Developer agrees to review this Agreement prior to each use and by continuing use or continued use of the Services, agrees to any modifications made to this Agreement by Tooleap mobile.

Law: These Agreement, terms and conditions shall be governed and interpreted by the laws of the State of Israel, and you and Tooleap mobile hereby submit to the exclusive jurisdiction of the competent courts located in the State of Israel with respect to any disputes arising with respect to these Terms or Conditions. Nothing in this Section shall be deemed to limit the parties’ right to seek interim injunction relief in any court of law.

Force Majeure: If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

Entire Agreement: This Agreement constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. In case of any discrepancy between this Agreement and the Website or Website links, the dispute will be subjected to this Agreement and decisive by it.

Software Questions, Comments, and Contact Information.

If you have any questions, complaints and/or claims, you may contact Tooleap Mobile at:

Tooleap Mobile Ltd.

77 Hagilgal st. Ramat-Gan, Israel

E-mail: support @ tooleap.com