Supersonic Publishing Terms and Conditions

1. Definitions.

In these Terms and Conditions, the following terms shall have the following meanings and unless the context requires otherwise, any capitalized term not defined in these Terms and Conditions shall have the meaning given to it in the Insertion Order to which the Terms and Conditions are attached:

1.1. “App Store(s)” means the applicable mobile application store for the Operating System on which the Developer’s App is released, as determined by Supersonic and the Developer.

1.2. “Applicable Rules” means any and all applicable laws, rules, regulations, contractual and fiduciary obligations, including without limitation, any terms, policies, guidelines, and agreements which may regulate and/or apply to Developer’s App and Developer’s use of the Service or any part thereof, including those of the applicable Operating Systems, applicable App Store(s) and/or social networks, all as may be updated from time to time, as notified by Supersonic to the Developer in writing to the extent of Supersonic’s knowledge upon reasonable inquiries.

1.3. “Business Day” means any day that is not a Saturday, Sunday or public holiday, on which banks in Israel are generally open for business.

1.4. “Confidential Information” means any non-public, proprietary, confidential and/or trade secret information of a party hereof, whether furnished before or after the Effective Date (as set forth in the Insertion Order), and regardless of the manner in which it is furnished, and which given the totality of the circumstances, a reasonable person or entity should have reason to believe is non-public, proprietary, confidential, or competitively sensitive. Confidential Information will not include information that Receiving Party (as defined below) can demonstrate in its records to have been: (i) known by the Receiving Party (without breach of any confidentiality obligation by any third party) prior to disclosure by the Disclosing Party (as defined below); (ii) independently developed by the Receiving Party without the use of or reference to any Confidential Information; (iii) legally received by the Receiving Party (without breach of any confidentiality obligation by any third party) from a third party that is not under a confidentiality obligation to the Disclosing Party; or (iv) publicly available through no breach of this Agreement by Receiving Party. The pricing terms of the IO shall be deemed Supersonic’s and the Developer’s Confidential Information.

1.5. “End User” means a natural person that downloads, installs and/or uses the Application.

1.6. “Insertion Order” or “IO” means a mutually agreed document that incorporates these Supersonic Publishing Terms and Conditions and contains specific provisions regarding the services provided herein. The IO together with the Supersonic Publishing Terms and Conditions, the “Agreement”.

1.7. “Intellectual Property” means any and all intellectual property and/or proprietary information under any applicable law, including, but not limited to, inventions, patents and patent applications, Marks, logos, copyrightable materials, graphics, text, images, designs, the “look and feel”, specifications, methods, procedures, information, know-how, proprietary knowledge, financial and marketing information, business plans, formulae, technology databases, compilations, algorithms, data, data basis, information, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered, and any derivative works thereof.

1.8. “Marks” mean all trademarks, service marks, trade names, trade dress and associated logos, in each case, whether or not registered.

1.9. “Revenue” means any and all amounts actually received by Supersonic from third parties, with respect to the Application and/or the Application’s users from ad monetization and in-app purchases, minus any commission paid to in-app purchase payment providers (e.g. Apple Store and Google Play), refunds, taxes and expenses and payments to other third parties with respect to the transfer of such amounts.

1.10. “Operating System” means one of the following operating systems: iOS and/or Android and/or Amazon and/or Canvas and/or web and/or other similar systems that are available from time to time, as specifically defined in the IO.

1.11. “Developer’s App(s)” and/or “Application(s)” means the Developer’s proprietary mobile applications indicated in the IO including, any software code, technology, content and other materials included therein, but excluding Supersonic’s Intellectual Property.

1.12. “Third Party Materials” means such third-party licenses, tools, software, middleware, technology or generic code used in or in connection with the development, operations and exploitation of the Application that are licensed or provided by third parties.

2. Scope of Engagement.

2.1. Developer is the owner and developer of the Developer’s App, and wishes that Supersonic exclusively provide it with publishing services for the purpose of distributing and monetizing the Application (the “Services”), and in return Supersonic shall provide Consideration to Developer, all subject to and in accordance with the terms and conditions set forth in this Agreement and the applicable Insertion Order. Developer will license the Application to Supersonic and take any further necessary commitments and actions to allow Supersonic to publish and monetize the Application globally, and thereafter share any Application’s Revenue subject to the terms and conditions set forth in this Agreement and the applicable Insertion Order.

2.2. Supersonic shall have control over all matters pertaining to the method, manner and extent of publishing, promotion, advertising, product, marketing, distribution, bundling, End Users, pricing, agreements, Marks, registration and exploitation of the Application, if any, unless the Developer suggests more efficient or feasible methods/manners and Supersonic agrees. Supersonic shall have the discretion with regards to the release of the Application in any Operating System and with publishing, promotion, monetization, analytics, and additional services related to the Application.

3. Publishing License; Proprietary Rights.

3.1. For good and valuable consideration, payable as described in this Agreement, Developer hereby grants an exclusive, perpetual, worldwide license to use, modify, reproduce and publish the Application (specifically including but not limited to its updates and sequels) during the Term (the “License”) to Supersonic and all of Developer’s right, title and interest in and to all Intellectual Property related thereto (the “Licensed Intellectual Property”) for the purpose of publishing and monetizing the Application . Supersonic hereby accepts the License and agrees to pay the Consideration to the Developer. For the avoidance of doubt, Developer does not assign, and Supersonic does not assume, any Excluded Liabilities (as defined below).

3.2. Developer grants Supersonic a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use and reproduce its Marks, in connection with the Services during the Term. Developer hereby grants Supersonic the right to use the name, logo, voice and biographical information of Developer and its personnel in connection with the marketing and promotion of the Application, and as otherwise may be reasonably required by Supersonic. Developer agrees that Supersonic may: (a) feature the Application and Marks in different marketing materials and as part of promotional campaigns, including newsletters, case studies and press releases; and (b) identify Developer as a user of the Service.

3.3. To the extent any Third Party Materials do not allow Supersonic to fully exercise its rights in any Application without payment by Supersonic, then Supersonic shall have the right to require Developer to provide a suitable amendment or replacement to the license, in addition to Supersonic’s right to receive reimbursement of all such payments and related expenses from Developer, or set-off such payments from any Consideration due to the Developer. If so required to exercise its rights under this Agreement, Supersonic may require the use of alternative technology or materials, at Developer’s own expense and with no additional charge to Supersonic.

3.4. For the avoidance of doubt, the Licensed Intellectual Property shall remain the property of the Developer, and the Developer shall have the exclusive rights to develop sequels, expansion pacs, add-ons, game-pacs, spin-offs and other products based on or similar to the Application, provided however that any such development by the Developer of sequels, expansion pacs, add-ons, game-pacs, spin-offs and other products based on or similar to the Application shall be deemed Licensed Intellectual Property under this Agreement and Supersonic shall have the exclusive publishing right (as set forth in this Agreement) with respect thereto.

3.5. If any further action is necessary or desirable to carry out the purposes of this Agreement and to allow Supersonic to use the Intellectual Property of and to the Application, Supersonic shall have the right to request the Developer to take reasonable lawful action necessary or desirable to accomplish such purpose or acts.

3.6. Supersonic shall not assume any liabilities associated with the Application or the Licensed Intellectual Property (i) that arose, created or materialized prior to or on the Effective Date, or (ii) any action or omission by the Developer prior to or after the Effective Date; in any event, regardless of whether any such liabilities are determined or asserted after the Effective Date, including, but not limited to, any liabilities stemming from or related to any Intellectual Property in the Developer’s App (collectively referred to herein as “Excluded Liabilities”).

4. Developer Obligations and Requirements.

4.1. Within 10 days of the Effective Date, Developer is required to deliver the Application source code along with all associated Intellectual Property rights, including but not limited to the Unity project, Google keys, and the actual app entity in FB (Meta for Developers), to Supersonic to be held in trust (“Held Intellectual Property”).

4.2. Developer shall deliver the Application free of bugs, errors and malfunctions. If Developer becomes aware of any bugs, errors or malfunctions,Developer shall provide a fix or work-around as reasonably required by Supersonic within agreed term. Developer shall remain responsible for the maintenance of the Licensed Intellectual Property and source code for and in the Application, as reasonably requested by Supersonic and shall provide Supersonic with technical support to the Application and Licensed Intellectual Property and Third Party Materials within agreed term and at no additional cost. Such efforts shall include at least: debugging and fixes, modifications, enhancements, improvements, new content, features, A/B tests and other updates reasonably required by Supersonic in the Application, ongoing QA and error fixes (collectively referred to as “Maintenance”). Maintenance issues relating to the core activity of the Application such as bug fixes, store policy adherence and SDK updates will be fixed within 30 days of Developer’s receipt of the request from Supersonic (“Critical Fixes”and the Critical Fix Timeline”. In the event that the Critical Fixes are not repaired to the satisfaction of Supersonic within the Critical Fix Timeline , Supersonic may, at its discretion:

4.2.1 terminate the Agreement in accordance with section 11.2.1;

4.2.2 decrease the Revenue Share percentage allocation extended to Developer;

4.2.3 trigger the release of the Held Intellectual Property. In the event of the release of the Held Intellectual Property, Supersonic shall promptly release the source code and all associated Intellectual Property rights held in trust to be assigned and fully owned by Supersonic. This release shall be executed within 5 days following the provision of notice to Developer of Supersonic’s decision to release the Held Intellectual Property. Furthermore, Developer agrees to provide any necessary assistance or documentation required for the proper transfer of the source code and Intellectual Property rights to Supersonic. This includes but is not limited to facilitating access to repositories, providing necessary licenses, and ensuring the completeness and integrity of the transferred materials. Upon release, Supersonic shall assume full responsibility for the use and management of the source code and associated Intellectual Property rights, and the Developer shall have no further rights, claims, obligations or liabilities in relation thereto, except as otherwise expressly provided for in the agreement.

4.3. Subject to express written agreement between Supersonic and Developer, Developer may handle End-Users support with respect to the Application, in which case Developer agrees to provide at minimum industry-standard End-User support with respect to the Application.

4.4. Developer will comply with all Applicable Rules, including data protection and privacy laws and rules applicable to the personal information of the End-Users that is being accessed, collected, used and/or shared by Developer. With respect to the period prior to the Go Live Date and Application End-Users acquired during such period, the Application includes a privacy policy that abides by all Applicable Rules, laws, acts and regulations and that provides legally adequate disclosure to its End Users about any information and data collection relating to End Users that will be provided, or is otherwise accessible, to third parties, including Supersonic. Developer represents that such End-Users’ information collected in connection with the Application was obtained in compliance with applicable laws and industry self regulatory standards, including the California Consumer Privacy Act, the EU General Data Protection Regulation 2016/679 and U.S. Children’s Online Privacy Protection Act. Developer has duly and lawfully obtained all permissions and consents required pursuant to all Applicable Rules, including all data subject permissions, and consents in order to grant Supersonic access to the data included in the related to the Developer’s App, and to allow Supersonic to use the data in accordance with the terms of this Agreement.

5. Payment.

5.1. Subject to compliance with the material terms and conditions of this Agreement, Developer shall be entitled to receive payments from Supersonic and Supersonic shall be obliged to pay such payments based on the Application’s Revenues during the Term hereof, according to the terms specified in the relevant Insertion Order (the “Consideration”). Calculations of the Consideration will be based on Supersonic’s tracking and reporting platform, as well as accounting data, both calculations and supporting data/documents to be shared with the Developer by no later than seven (7) Business days after the end of each calendar month during the Term. Payment of the Consideration shall be made within sixty (60) days after receipt of a duly issued invoice by the Developer for each calendar month during the Term, in U.S. Dollars by electronic funds transfer. Developer agrees that Supersonic shall not be required to pay Developer until such time that the amount owed to Developer equals or exceeds Two Hundred and Fifty U.S. Dollars (US$250), and such amount shall accumulate until such time as the payment due to Developer exceeds Two Hundred and Fifty U.S. Dollars (US$250).

5.2. To the extent Developer directly receives any Revenues with respect to an Application from third parties, Developer will notify Supersonic of such Revenues on a monthly basis, by the end of each month on which Developer receives the payments of Revenues. Supersonic shall have the right to set-off or deduct Revenues received directly by the Developer from any amounts due to the Developer.

5.3. If Developer wishes to dispute the calculation of the Consideration, it will provide Supersonic with a written notice (via e-mail to the address set forth in the Insertion Order) specifying the reasons for the dispute with as much detail as possible (the “Dispute Notice”), by no later than seven (7) Business days of delivery of the applicable calculations and supporting data/documents to the Developer.

5.4. Supersonic shall be responsible for taxes, fees and duties to be paid by Supersonic or at its expense according to the Applicable Rules. Developer shall be responsible for taxes, fees and duties to be paid by the Developer or at its expense according to the Applicable Rules.

6. Confidentiality.

Each Party (the “Receiving Party”) may use the Confidential Information disclosed to it by the other party (the “Disclosing Party”) only as necessary to exercise rights and perform obligations under the Agreement. Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any third party without its prior written consent. Receiving Party will protect Disclosing Party’s Confidential Information from disclosure or misuse by utilizing the same degree of care as it does for Receiving Party’s own Confidential Information of like importance, but will at least use reasonable care. Each Party agrees to restrict access to the Confidential Information to those of its officers, directors and employees (including of its affiliates), independent contractors or service providers it retains (collectively “Employees”), who have a “need to know” of such Confidential Information, have been instructed as to the confidential nature of such information and are bound by written confidentiality obligations at least as restrictive as the obligations imposed on the parties hereto by this Agreement. Each Party hereto shall be liable to the other in the event that any of its Employees breach these obligations. Nothing in this Agreement shall prevent the Receiving Party from disclosing the Confidential Information of the Disclosing Party pursuant to a valid order of a court or government agency, or pursuant to applicable law or regulation, provided that the Receiving Party provides prompt prior written notice to the Disclosing Party of such obligation and the opportunity to oppose such disclosure. Upon such disclosure, the Receiving Party shall disclose only such portion of the Confidential Information that is required in order to comply with the specifications of such court or governmental order. Upon termination of the Agreement for any reason or other written demand of the Disclosing Party, the Receiving Party shall automatically and without the need for any further action to be taken by Disclosing Party, cease using the Confidential Information provided by the Disclosing Party and return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of notice.

n case of any dispute between Supersonic and the Developer, both, Supersonic and/or the developer, shall have the right to disclose the Confidential Information to the Arbitrator and/or the court, as the case may be, to the extent reasonably necessary for protection of the interests of a party.

7. Representations and Warranties.

7.1. Each party hereby represents, warrants and undertakes to the other party, that: (a) the Agreement constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms; (b) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Agreement; and (c) it shall not bind the other party to any agreement or obligation or give any representation, warranty or guarantee in respect of the other party, except for those that are specifically authorized by the other party hereunder and/or in advance and in writing.

7.2. Supersonic hereby represents and warrants that it has the skills, resources and knowledge required to provide the Services.

7.3. Developer hereby represents, warrants and undertakes that: (i) the execution of the Agreement and the performance by it of its obligations under the Agreement do not and will not violate any other obligation or agreement, law or regulation by which it is bound or to which it is subject and that the Developer and Application, subject to other provisions of this Agreement, shall comply with all Applicable Rules; (ii) the information provided by Developer to Supersonic before or after the Effective Date, including with respect to the Application, shall be correct and accurate; (iii) Developer is the developer and owner of the Application, and the Application does not and will not be copied from and does not and will not infringe upon, or misappropriate, any copyright, trademark, trade secret, patent or other rights of any third party, (iv) Developer will not act in any manner that may have any adverse impact on the goodwill and/or reputation of Supersonic or it Affiliate; (iv) as far as the Developer is aware, there is no demand, claim, or other proceeding, pending or threatened, which may limit the ability of Developer to enter and perform in accordance to this Agreement or which may limit Supersonic’s rights under this Agreement, nor does there exist any reasonable basis for any such demand, claim other proceeding; (v) the Application does not contain any code or component designed to disrupt, disable, harm or otherwise impede in any manner the operation of the End User’s device or any other application or damage or destroy any data or system included in the device; (vi) Developer has sufficient rights to the Licensed Intellectual Property, Marks and Third Party Materials required for the performance by Supersonic of the Agreement and the Assignment will not constitute an infringement of any rights of any third party; (vii) other than the Consideration, the exercise of its right hereunder shall not require Supersonic to make any payment whatsoever to any person or entity with respect to Third Party Materials contained to the Application (if any); (viii) Developer has not granted any rights in the Licensed Intellectual Property or the Application to any third party; (ix) no open source or public library software, including any version of any software licensed pursuant to any GNU public license, was used in the development or modification of the Application or in any Licensed Intellectual Property in a manner that can limit Supersonic’s rights in the Application; (x) the Application and Licensed Intellectual Property are free and clear of any liens or encumbrances; (xi) following the Effective Date, Supersonic will be permitted to use and commercialize the Application to the extent provided in this Agreement; (xii) any and all data collected, used and shared by the Developer hereunder includes all necessary rights, consents and permissions required in accordance to Applicable Rules, including California Consumer Privacy Act, the EU General Data Protection Regulation 2016/679 and U.S. Children’s Online Privacy Protection Act.

8. Disclaimer.

THE SERVICE IS PROVIDED WITH DUE CARE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE RULES, SUPERSONIC MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR THE PERFORMANCE HEREUNDER, AND DISCLAIM ANY SUCH WARRANTIES. IN ADDITION, SUPERSONIC DOES NOT REPRESENT OR WARRANT THAT THE DEVELOPER WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM DEVELOPER’S USE OF THE SERVICES.

9. Limitation of Liability.

IN NO EVENT WILL EITHER PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY, FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION TO DAMAGES FOR ANY LOST PROFITS OR REVENUES, LOSS OF GOODWILL, SERVICE INTERRUPTION, LOSS OF CUSTOMERS, LOSS OF ANY EQUIPMENT OR SOFTWARE, SYSTEMS, COMPUTER DAMAGE OR SYSTEM FAILURE, LOSS OF DATA OR INFORMATION, SERVICE INTERRUPTION, INTEREST CHARGES OR COST OF CAPITAL, COST OF PROCUREMENT OF SUBSTITUTE EQUIPMENT, SOFTWARE, SYSTEMS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY SHOULD HAVE REASONABLY FORESEEN OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEED THE AMOUNTS RECEIVED BY DEVELOPER UNDER THE AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM IS MADE. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 9 SHALL NOT LIMIT EITHER PARTY’S LIABILITY FOR BREACH OF SECTION 6, SECTION 7 AND INDEMNIFYING PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER PURSUANT TO SECTION 10. THE LIMITATION OF LIABILITY INCLUDED IN THIS SECTION SHALL NOT APPLY TO CASES OF FRAUD OR WILLFUL MISCONDUCT.

10. Indemnification.

Developer (the “Indemnifying Party” ) will defend, hold harmless, and indemnify Supersonic and/or its subsidiaries, affiliates, licensors, successors and permitted assigns, and their respective directors, officers, employees, and agents (collectively, the “Supersonic Indemnified Group” ) from and against any and all claims, suits, actions, demands, proceedings, costs, expenses, losses, damages and/or liabilities of any kind (including but not limited to reasonable attorney’s fees) asserted or filed, brought, commenced or prosecuted (collectively, “Demands” ) by any third party against the Supersonic Indemnified Group arising out of or relating to a breach or alleged breach of any warranty, representation or obligation made by the Indemnifying Party under this Agreement. The Supersonic Indemnified Group will: (i) promptly notify the Indemnifying Party of any Demand; (ii) provide the Indemnifying Party, at the cost of the Supersonic Indemnified Group, reasonable information and assistance in defending the Demand; and (iii) give the Indemnifying Party control over the defense and settlement of the Demand; provided, however, that any settlement will be subject to the Supersonic Indemnified Group’s prior written approval (which approval shall not be unreasonably withheld or delayed). The Supersonic Indemnified Group may join in the defense of any Demand at its own expense.

11. Term and Termination.

11.1. This Agreement will commence on the Effective Date (as such term is defined in the Insertion Order) and will continue in perpetuity unless it is terminated as set forth herein (the “Term”).

11.2. This Agreement may be terminated in accordance with any of the following provisions:

11.2.1 Supersonic may freely terminate the Agreement by providing the other party with at least 30 days prior written notice. Following such termination Supersonic will remain eligible to receive all amounts generated as a result of the UA done by Supersonic for such applications under the Agreement for a period of 180 days following the termination (such amounts, if any, will be in accordance with the measurements recorded on the applicable tracking solution).

11.2.2 Each party may terminate this Agreement immediately, if the other party: (i) breaches any of its material obligations, representations and/or warranties herein contained and does not cure such breach within ten (10) business days of receiving written notice thereof, or (ii) becomes insolvent or makes any assignment (whether voluntary or involuntary) for the benefit of creditors or, or has any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. If a party becomes subject to any of the foregoing events it will immediately provide the other party with written notification thereof;

11.3. Termination of the Agreement results in immediate termination of any license issued or deemed issued under or pursuant to this Agreement, specifically including, but not limited to, the License. On or prior to the termination of this Agreement, Supersonic shall pay all Consideration owed to the Developer.

11.4. Neither party will be liable to the other party or any person for the termination of this Agreement. Furthermore, neither party will have obligation to maintain any information stored in its data centers related to the other party or to forward any information to it or any person following the termination of this Agreement.

11.5. The following sections will survive the termination of this Agreement: Sections 6-10, this Section 11, and Section 12.

12. General.

12.1. The parties hereto are and shall remain independent contractors, and nothing contained herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other, nor shall either party have any right or authority to create any obligation on behalf of the other party.

12.2. This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein and supersedes and cancels all prior agreements to the subject hereof, if any, between the parties. The headings of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. This Agreement may only be amended by the parties’ mutual written consent.

12.3. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. In the event of any conflict between the IO and the Supersonic Publishing Terms and Conditions, the terms of the IO shall prevail.

12.4. Failure to enforce any rights or to take any action against either party in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches.

12.5. Neither party shall be entitled to assign or transfer this Agreement or any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Supersonic may assign any of its rights and obligations under this Agreement, without receiving Developer’s consent: (a) if such assignment is made to any of its affiliates or subsidiaries, provided that Supersonic will notify Developer of such assignment; or (b) in connection with any merger, consolidation, change of control or sale of all or a material portion of its assets. Any unauthorized assignment or transfer shall be null and void.

12.6. This Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and assignees. This Agreement is not made for the benefit of any third party who is not a party hereto, and only the parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.

12.7. This Agreement will be governed by, construed and enforced in accordance with the laws of Israel, without regard to its conflicts of law principles or provisions. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Any disputes arising out of or in connection with this Agreement shall be exclusively settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in Israel and shall be conducted in the English Language. The arbitration proceedings shall be conducted on an expedited basis and shall result in an award within no more than 60 days. The arbitration shall be conducted on a confidential basis. The award of the Arbitrator shall be final and binding on the parties. Nothing contained herein shall prevent either party from applying to any court of law in order to obtain temporary injunctions and equitable relief, or any equivalent temporary remedy, against the other Party, in order to restrain the breach of any restrictive covenants pursuant to this Agreement. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible.

12.8. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, internet outages, acts of god, war, governmental action, or any other cause that is beyond the reasonable control of such party.

12.9. All notices required or permitted under this Agreement shall be in English and in writing. Notices shall be delivered as follows: (a) to Supersonic – by e-mail, registered or certified mail (postage prepaid) or by overnight courier service, at the address set forth in the Insertion Order, and (b) to Developer by e-mail to address indicated in the Insertion Order. A notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon verification of receipt via e-mail, (iii) within one (1) Business Day of being sent by overnight courier, or (iv) within three (3) Business Days of being sent by registered or certified mail.