Terms of Use
Last Revised: January 9, 2019

Overtok Ltd. (“Overtok”, “we”, “our”, or the “Company”) welcomes you to use our website www.overtok.com
(“Website”) and the Services (both as defined below). The terms and conditions below govern your use of the Services
and Website.

1. Acceptance of the Terms
PLEASE READ CAREFULLY THESE TERMS AND CONDITIONS INCLUDING THE PROVISIONS OF THE
PRIVACY POLICY AVAILABLE AT https://overtok.com/privacypolicy/ WHICH IS INCORPORATED BY
REFERENCE HEREIN (THE “PRIVACY POLICY”, COLLECTIVELY THE “TERMS”) BEFORE EXECUTING
THE PURCHASE ORDER AND/OR INSERTION ORDER THAT INCORPORATES THESE TERMS (THE
ORDER”). BY ACCEPTING THESE TERMS, YOU AGREE TO COMPLY WITH AND BE BOUND BY THE
TERMS AND CONDITIONS OF THESE TERMS. WHEN ENTERING INTO THESE TERMS ON BEHALF OF A
COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT sYOU HAVE THE AUTHORITY TO BIND
SUCH ENTITY TO THE TERMS AND CONDITIONS OF THESE TERMS, TO USE THE SERVICES AND THE
WEBSITE ON BEHALF OF SUCH ENTITY AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THESE
TERMS SHALL REFER TO SUCH CONTRACTING ENTITY.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND
CONDITIONS IN THESE TERMS, YOU MAY NOT USE THE SERVICES OR THE WEBSITE.

2. The Services
Overtok offers a proprietary technology enabling website operators (“Customer” or “You”) who use the Overtok
service embedded into their website and/or mobile application (“Customer Properties”) via its proprietary Application
Programming Interface (the “API”), licensed hereunder by Overtok to offer their website’s end-users (“End User(s)”)
real-time communication tool to connect such end-users with certain operators (the “Tool”, and collectively, the
Services”).
Access. In the event You wish to use and access the Services, You may be required to subscribe through our Website by
providing your email address and determine your personal username and password (“Login Credentials”) or,
alternatively, subscribe through your social media account (i.e. your google account, Facebook account or twitter
account) (“Single SignOn Account”). Customers may only access and use the Services through the Login Credentials or
their Single SignOn Account and is responsible for maintaining the confidentiality of the Login Credentials or of the
Single SignOn Account credentials. Any instruction, action or activity occurring through any such Login Credentials or
Single SignOn Account, shall be deemed to be provided and/or taken by Customer, and You shall be responsible for all
such activities, including for any unauthorized use of such Login Credentials.
Use. Subject to your compliance with the terms and conditions of the Terms and for the term defined in the Order,
Overtok hereby grants to you a nonexclusive, revocable, non-assignable, non-transferable, non-sublicensable
temporary, limited right to use the API solely in connection with your Customer Properties solely in your own business
operations to provide the Tool to your End Users. Pursuant to the aforementioned, you may access the Services via
individuals who are authorized by you therefor in accordance with these Terms.

3. Use Restrictions
There are certain conducts which are strictly prohibited when using the Services or our Website. Please read the
following restrictions carefully.

You may not, nor allow or assist any third party to: (i) modify, alter, create derivative works from, reverse engineer,
decompile, disassemble, or attempt in any other manner to obtain the source code or otherwise reduce to human-
perceivable form any part of the Services or Website; (ii) frame, mirror, republish, or distribute all or any portion of the
Services or Website in any form or media or by any means; (iii) remove any proprietary notices, labels, or marks on or
in any part of the Services including the Tool, including without limitation any trademark or copyright notices; (iv)
perform or disclose to any third party the results of, testing or benchmarking of the Services, or access or use the
Services or any part thereof in order to build or support, and/or assist a third party in building or supporting, products or
services which are competitive to Overtok's; (v) except as expressly permitted herein, copy, emulate, sublicense, rent, or
lease any portion of the Services or Website; (vi) use the Services or Website in any manner not expressly authorized by
these Terms; (vii) use the Services to transmit (a) any unlawful, racist, harassing, defamatory, abusive, threatening,
demeaning, immoral, harmful, vulgar, obscene, pornographic, or otherwise objectionable material of any kind or any

material that infringes a third party’s rights including without limitation, intellectual property rights; (viii) take any
actions which (1) would disable the Services (or any part thereof) or Website or impair in any way its operation based
on the elapsing of a period of time, the exceeding of an authorized number of copies, or the advancement to a particular
date or other numeral (referred to as “time bombs”, “time locks”, or “drop dead” devices); or (2) would prevent Overtok
to access the Services or the Website for the purposes of its operations or (xii) infringe or violate any of the Terms.

4. Intellectual Property
You retain all ownership and intellectual property rights in and to your data which is uploaded to or otherwise provided
to Overtok via the Services. You acknowledge and agree that Overtok and/or its licensors own the Services, the Tool
and Website including any copies, emulations, enhancements, modifications and derivative works made thereof and all
intellectual property rights in the foregoing. Except as expressly stated herein, these Terms do not grant you any rights
or licenses in respect of theServices or Website or to any other intellectual property of Overtok.
In the event that you provide to Overtok any suggestions, comments and feedback regarding the Services, you hereby
grant Overtok and its licensors a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license grant to freely
use, have used, sell, modify, reproduce, transmit, license, sublicense (through multiple tiers of sublicensees), distribute
(through multiple tiers of distributors), and otherwise commercialize such feedback in connection with the Services or
related technologies.

5. Your Obligations
You shall ensure that each of your Customer Properties used in connection with the Services contains terms of use and a
privacy policy that: (a) discloses the usage of third-party technology and the data collection and usage resulting from
the Services; (b) contains such language as necessary to obtain and maintain all necessary licenses, consents, and
permissions necessary to allow Overtok, its contractors and agents to perform their obligations under these Terms; (c)
contains a conspicuous live hyperlink to an opt-out web page that provides End Users the ability to opt out of its data
collection and interaction with the Tool and/or Services; (d) any individuals requesting Do-Not-Call (“DNC”) status
shall be immediately placed on your DNC accounts list and you will not initiate any further messages or broadcasts to
any individuals after they request DNC status; and (e) complies with all applicable laws, rules and regulation, including
privacy and data protection laws. Upon request by Overtok, You shall provide Overtok, with a copy of your terms of
use and privacy policy consistent with the foregoing requirements.
You represent that during the Term, you shall: (i) be and remain exclusively responsible for all content, data and
information provided via your Customer Properties, and that all such content, data and information has been and shall
be legally obtained, does not and will not infringe any third party rights, (ii) comply with all applicable laws and
regulations with respect to your activities under these Terms, (iii) carry out all other responsibilities set out in these
Terms in a timely and efficient manner, (iv) obtain and shall maintain all necessary licenses, consents, and permissions
necessary for Overtok, its contractors and agents to perform their obligations under these Terms, (v) ensure that your
network and systems comply with the relevant specifications provided by Overtok from time to time, (vi) comply with
the provisions of the data processing agreement executed between You and Overtok. Without derogating from Section
12 below, you acknowledge and agree that in the event that the Services does not perform as required, specified,
expected and/or desirable by you, your only recourse is to terminate the Terms in accordance with these Terms and
Overtok shall not be liable to you or to any third party with respect thereto. You further acknowledge, represent and
agree that your continued use of the Services following any such non-performance, will constitute your acceptance of,
and agreement to continue to experience, such Services performance.

6. Third Party Components
The Services and Website may use or include third party software, files and components that are subject to open source
and/or other third party license terms (“Third Party Components”). Your right to use such Third Party Components as
part of, or in connection with, the Services or Website is subject to any applicable acknowledgements and license terms
accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the
licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components
shall prevail only in connection with the related Third Party Components. These Terms do not apply to any Third Party
Components accompanying or contained in the Services or Website and Overtok disclaims all liability related thereto.

7. Indemnification
Overtok’s Indemnification. If a third party makes a claim against you resulting from your authorized use of the Services
in accordance with these Terms, and such claim alleges that the Services infringe such third party's intellectual property
rights, Overtok, at its sole cost and expense, will defend you against the claim and indemnify you from the damages,

liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to
by Overtok, provided you do the following: (i) notify Overtok promptly in writing, not later than 30 days after you
receive notice of the claim (or sooner if required by applicable law), (ii) give Overtok sole control of the defense and
any settlement negotiations; and (iii) give Overtok the information, authority, and assistance Overtok needs to defend
against or settle the claim.
If Overtok believes or it is determined that the Services may have violated a third party’s intellectual property rights,
Overtok may choose to either modify the Services to be non-infringing (while substantially preserving their utility or
functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable,
Overtok may terminate your rights under the Terms and refund any unused, prepaid fees you may have paid for the
Services.
Notwithstanding anything to the contrary contained hereunder, Overtok will not defend or indemnify you to the extent
that an infringement claim is based upon (i) any modification or alteration to the Services performed by anyone other
than Overtok, (iii) the combination of the Services with any products or services not provided by Overtok, (ii) any
materials from a third party portal or other external source that is accessible to you within or from the Services (e.g., a
third party web page accessed via a hyperlink), or (iii) any materials provided to End Users via the Tool or your
customer Properties, not provided by Overtok (e.g., any communications or documentation provided by operators). This
section provides your exclusive remedy for any infringement claims or damages.
Your Indemnification. You shall indemnify, defend, and hold Overtok (including its officers, employees, agents and
affiliates) harmless from and against any claims, damages, losses, and liabilities incurred or arising from Your failure to
comply with, breach or alleged breach of the terms and conditions hereof and/or included by references herein.

8. Confidentiality
By virtue of the Terms or provision of the Services, the parties may have access to information that is confidential to
one another (“Confidential Information”). We each agree to only disclose information that is required for the
performance of obligations under the Terms and to only use such information as required therefor. Confidential
information shall be limited to the terms and pricing under the Terms, the documentation accompanying the Services,
information relating to the technology and code contained in the Services, Your data, and all information clearly
identified as confidential at the time of disclosure.
A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain
through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and
had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed
to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other
party without use of or reference to the Confidential Information.
We each agree to hold each other’s Confidential Information in confidence for a period of ten years from the date of
disclosure. Also, we each agree to disclose Confidential Information only to those employees or agents who are
required to protect it against unauthorized disclosure in a manner no less protective than under the agreement. Overtok
will protect the confidentiality of Your data in accordance with the Privacy Policy. Nothing shall prevent either party
from disclosing the terms or pricing under the Terms in any legal proceeding arising from or in connection with the
Terms or from disclosing the Confidential Information to a governmental entity as required by law.

9. Disclaimer and Warranties
Overtok warrants and represents that (i) the Services does not infringe upon the intellectual property rights of any third
party, and (ii) the Services will substantially conform to the documentation provided by Overtok. This warranty shall
not apply to the extent of any non-conformance which is caused by use of the Services contrary to Overtok's
instructions, or modification or alteration of the Services by any party other than Overtok. If the Services does not
substantially conform to the documentation, Overtok will, at its expense, use all reasonable commercial endeavors to
correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired
performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the warranty
set out above.
Overtok will not be liable for any misuse of the Service by Customer. Overtok is not responsible for the views and
opinions contained in any of Customer or Customer’s End-User’s messages or broadcasts. Customer further agrees that
Overtok is, under no circumstances, responsible for the contents and/or accuracy of Customer’s messages or broadcasts
and that Overtok will only transmit them on a basis of good faith that Customer uses the Service in accordance with
these Terms.

EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, YOU UNDERSTAND AND AGREE THAT THE
WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY
OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR RELIABILITY.
WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT OVERTOK

DOES NOT GUARANTEE THAT THE SERVICES, THE WEBSITE OR THE PERFORMANCE OF THE
SERVICES WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE
OF ANY PROGRAM LIMITATIONS OR FAILURES, OR THAT THE SERVICES OR WEBSITE AND/OR ANY
FEATURE AVAILABLE THEREIN (WHETHER OR NOT CONFIGURABLE BY YOU) AND/OR ANY
INFORMATION OBTAINED BY YOU THROUGH THE USE OF THE SERVICES OR WEBSITE WILL MEET
AND/OR PERFORM IN ACCORDANCE YOUR REQUIREMENTS, SPECIFICATIONS, EXPECTATIONS,
CONFIGURATIONS AND/OR GOALS, OR THAT OVERTOK WILL CORRECT ANY OR ALL SERVICES OR
WEBSITE ERRORS, DEFICIENCIES AND/OR NON-PERFORMANCES. YOU ACKNOWLEDGE THAT
OVERTOK DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES,
INCLUDING THE INTERNET, AND THAT THE SERVICE AND THE WEBSITE AVAILABILITY MAY BE
SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH
COMMUNICATIONS FACILITIES. OVERTOK IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY
FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ADDITIONALLY, YOU
ACKNOWLEDGE THAT OVERTOK IS NOT LIABLE FOR ANY INFORMATION OR DOCUMENTATION
PROVIDED TO YOU OR YOUR END USER(S) VIA THE TOOL BY ANYONE OTHER THAN OVERTOK,
INCLUDING WITHOUT LIMITATION ANY OPERATORS.

10. Limitation of Liability
IN NO EVENT SHALL OVERTOK, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
SUB-CONTRACTORS AND ITS AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT
NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS
RESULTING FROM OR ARISING OUT OF THE SERVICES, THE WEBSITE OR THE USE OR INABILITY TO
USE THE SERRVICES, THE PERFORMANCE OR FAILURE OF OVERTOK TO PERFORM UNDER THESE
TERMS, ANY OTHER ACT OR OMISSION OF OVERTOK BY ANY OTHER CAUSE WHATSOEVER; OR BASED
UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY
OTHER LEGAL THEORY, REGARDLESS OF WHETHER OVERTOK HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

11. Amendments to the Terms
Overtok may change the Terms from time to time, at its sole discretion and without any notice. We will notify regarding
substantial changes of these Terms on the homepage of the Website. Such substantial changes will take effect seven (7)
days after such notice was first provided on our Website. Otherwise, all other changes to these Terms are effective as of
the stated “Last Revised” date and your continued use of the Services or Website after the Last Revised date will
constitute acceptance of, and agreement to be bound by, those changes.

12. Termination
The Services provided under these Terms shall be provided for the term defined in the Order until terminated in
accordance with these Terms. All rights and licenses granted to you under this Agreement shall immediately terminate
upon expiration or termination of the Term, and you shall cease all use of the Services, and delete and purge all traces
of the Services from your systems and custody. Those provisions which by their nature are intended to survive, shall
survive termination of expiration of these terms for any reason.

Termination for Convenience. Unless otherwise agreed between you and Overtok, either You or Overtok may terminate
an Order by giving 60 days’ written notice.

Termination for Breach. If either you or Overtok breaches a material term of the Terms and fails to correct the breach
within ten (10) days of written notice of the breach, then the non-breaching party may terminate the Services. In
addition, Overtok may immediately suspend your access to the Services if you violate any provisions under Section 3,
5, or 8 hereto or the Privacy Policy.

13. Fee

In consideration for the Services, You shall pay Overtok the amounts set forth on each Order (“Fees”).

Payment Terms. Any payment not received by Overtok within such period shall accrue interest at a rate of four percent
(1%) per month, or the highest rate allowed by applicable law, whichever is lower. All Fees are non-cancellable and
non-refundable. All Fees are stated and payable in US Dollars, and are exclusive of VAT, which shall be added to
Overtok’s invoice(s) at the appropriate rate. You agree to make all payments under each Order and these Terms without
set-off or counterclaim and free and clear of any withholding or deduction (save as required by law) for any present or
future taxes, levies, imposts, duties or other charges. If you are obliged by law to make any such withholding or
deduction, you will pay to Overtok in the same manner and at the same time additional amounts to ensure that Overtok
receives a net amount equal to the full amount which Overtok would have received if no such deduction or withholding
had been required.

14. Availability & Support
The availability and functionality of the Services and the Website depends on various factors, such as communication
networks, software, hardware, service providers and contractors. Overtok does not warrant or guarantee that the
Services and the Website will operate and/or be available at all times without disruption or interruption, or that it will be
immune from unauthorized access error-free.

15. Miscellaneous
These Terms shall not in any way be construed to constitute You or Overtok as an agent, partner, joint-venturer,
employee or representative of the other, and both You and Overtok shall remain independent contractors. You may not
assign the Terms or give or transfer the Services or an interest in them to another individual or entity. Each of You and
Overtok intends that these Terms will not benefit, or create any right or cause of action in or on behalf of, any person or
entity other than You and Overtok. You agree that Overtok may publicly refer to You as its customer in sales
presentations, marketing materials and press releases, and that Overtok shall be permitted to display your logo on
Overtok’s Website page dedicated to display of Overtok’s customers. Each of You and Overtok will be excused for
delays in performing or for its failure to perform hereunder (other than payment delays) to the extent that the delays or
failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay
or failure to perform, such party must act diligently to remedy the cause of the delay or failure. No waiver by either you
or Overtok of any breach of these Terms will constitute a waiver of any other breach of the same or other provisions of
these Terms. No waiver by either you or Overtok will be effective unless made in writing and signed by an authorized
representative of that party. These Terms (including reference to information contained in a URL or referenced policy),
constitutes the entire agreement and understanding of you and Overtok relating to the subject matter hereof. These
Terms supersedes all prior written and oral agreements and all other communications between Overtok and you. If any
provision in these Terms is invalid or unenforceable in any circumstance, its application in any other circumstances and
the remaining provisions of these Terms will not be affected thereby. In the case of conflicts or inconsistencies between
these Terms and any Order hereto, these Terms will prevail, except as specifically stated otherwise. Unless designated
as replacing a specific outstanding Order, a new Order will be considered to be in addition to then-outstanding Order.
Governing Law. These Terms and any claim arising therefrom will be governed by and interpreted in accordance with
the laws of the State of Israel, without regard to conflicts of laws and principles. Any and all actions brought to enforce
or resolve any dispute arising out these Terms must be brought exclusively in courts having jurisdiction in Tel-Aviv-
Jaffa, Israel and each party hereby consents to and agrees to submit to the exclusive personal jurisdiction and venue of
such courts.
Compliance with Export Regulations. You have or shall obtain in a timely manner all necessary or appropriate licenses,
permits or other governmental authorizations or approvals (if applicable); and you shall indemnify and hold Overtok
harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements
pertaining to the importation, exportation, or use of the technology to be provided herein.

16. For information, questions or notification of errors, please contact:
If you have any questions (or comments) concerning the Terms, you are most welcomed to send Overtok an e-mail at:
info@overtok.com, and we will make an effort to reply within a reasonable timeframe.