HYPERAD LTD.

TERMS AND CONDITIONS

These Terms and Conditions (the “Terms”), together with any terms, plan selections and details set forth on the

relevant online order page, ordering interface, signed order form, statement of work, purchase document, or any

other written or electronic ordering document accepted by HyperAd and the Customer (each, an “Order” and

together with these Terms, the “Agreement”), constitute a legally binding agreement between HyperAd Ltd., a

company organized under the laws of Israel with its principal place of business at Rothschild 45, Tel Aviv, Israel

(“HyperAd”, “Company”, “we”, “our” or “us”), and any individual or entity accessing, using, purchasing, receiving,

publishing, distributing or otherwise benefiting from HyperAd’s platform, products, software, tools, outputs,

technologies or services (the “Customer” or “you”).

These Terms govern the Customer’s access to and use of HyperAd’s proprietary artificial intelligence-powered

platform and related services, including without limitation video generation, creative generation, editing, visual

adaptation, asset generation, localization, resizing, formatting, optimization, transformation and related advertising,

marketing or creative functionalities (collectively, the “Platform” or the “Services”).

By accessing or using the Platform or Services, accepting an Order, creating an account, uploading content,

purchasing any Services, or using any Assets (as defined below), the Customer agrees to be bound by these

Terms.

In the event of any conflict between an Order and these Terms, the Order shall prevail unless the Order expressly

states otherwise.

HyperAd may update these Terms at any time by posting an updated version through the Platform and providing

notice to the Customer. The Customer’s continued use of the Platform or Services following such update

constitutes acceptance of the updated Terms. If the Customer does not agree, it must stop using the Platform.

Nature of the Platform and Services

HyperAd provides a proprietary technology platform and related services that enable the generation, editing,

transformation, optimization and creation of videos, visual assets, advertisements, marketing materials and related

creative content (the “Assets”).

The Platform and Services may use artificial intelligence systems, machine learning technologies, generative AI

models, algorithms, third-party technologies, APIs, human review, production work, software tools and related

technologies. The Platform and Services may operate based on prompts, scripts, briefs, instructions, concepts,

campaign materials, brand assets, data, analytics, performance indicators or other materials provided or made

available by the Customer.

HyperAd may modify, improve, suspend, discontinue or update any aspect of the Platform or Services at any time.

HyperAd provides technology services only and does not act as an advertiser, publisher, legal advisor, compliance

reviewer, clearance provider or guarantor of the legality, accuracy, effectiveness or commercial performance of any

content, campaign or Asset.

License Grant

Subject to the Customer's compliance with this Agreement (including payment of all Fees), HyperAd grants the

Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to

access and use the Platform for the Customer's internal business purposes, within the scope and usage limits set

out in the applicable Order. All rights not expressly granted are reserved to HyperAd.

To access certain portions of the Platform or Services, the Customer may be required to create an account.The

Customer is solely responsible for maintaining the confidentiality and security of all login credentials, passwords,

API keys and access mechanisms associated with its account.

The Customer shall be fully responsible for all activities conducted through its account, whether authorized or

unauthorized. The Customer shall immediately notify HyperAd of any suspected unauthorized use, breach or

compromise relating to its account.

Customer Materials

In connection with the Platform or Services, the Customer may upload, submit, transmit, provide or otherwise make

available scripts, prompts, concepts, brand materials, trademarks, logos, text, images, videos, campaign materials,

product information, datasets, advertising data, performance data, account data or other content, including any

content or data retrieved from or made available through any third-party media accounts, advertising accounts, ad

managers, social media platforms, advertising libraries or other third-party services connected by or on behalf of

the Customer to the Platform (collectively, the “Customer Materials”).

As between the parties, the Customer retains all intellectual property rights and ownership in and to the Customer

Materials.

License to HyperAd. The Customer hereby grants HyperAd a worldwide, non-exclusive, royalty-free, sublicensable

license to host, reproduce, process, store, transmit, edit, modify, adapt, transform, analyze and otherwise use the

Customer Materials for the purpose of operating, providing, maintaining, improving and supporting the Platform

and Services, generating Assets, and performing HyperAd’s obligations under this Agreement and any applicable

Order.

The Customer further grants HyperAd a perpetual, irrevocable, royalty-free license to use Customer Materials

solely in aggregated and anonymized form for the purpose of developing and improving HyperAd’s services and

Platform; such use shall not permit the identification of the Customer or any individual in the Customer Materials.

Third-Party Account Access. Where the Customer connects, authorizes or otherwise enables access to any third-

party account, platform or service, the Customer authorizes HyperAd to access, retrieve, process and use the

relevant Customer Materials from such account as reasonably required in connection with the Platform and

Services. HyperAd shall have no obligation to independently verify the ownership, legality, accuracy or compliance

of any Customer Materials, inputs or third-party account access, and shall process all Customer Materials on an

“as provided” basis.

Customer Representations and Responsibilities

The Customer represents and warrants that it has obtained all necessary rights, licenses, consents, releases and

authorizations, including from any actors, models, creators, music rights holders, trademark owners, copyright

owners or any other third party whose content, image, likeness, voice, performance or intellectual property appears

in the Customer Materials, to upload, submit and provide such materials to HyperAd and to use the Platform as

contemplated herein.

The Customer represents and warrants that the Customer Materials and their use do not violate any applicable

law, advertising rule, platform policy, intellectual property right, privacy right, publicity right or other third-party right.

The Customer is solely responsible for obtaining and maintaining all rights, permissions, approvals, releases and

licenses required for: (i) the upload, submission, access, retrieval, processing and use of the Customer Materials;

(ii) the generation, use, publication, distribution, broadcasting, display, commercialization or other exploitation of

any Assets; and (iii) ensuring that the Customer Materials, the Assets, and any use thereof comply with all

applicable laws, advertising standards, platform requirements and third-party rights. HyperAd assumes no

responsibility or liability regarding the Customer Materials or the Customer’s use of the Assets.

The Customer is solely responsible for ensuring that its use of the Platform, Services and Customer Materials

complies with all applicable data protection and privacy laws. The Customer represents and warrants that it has

obtained all necessary consents and authorizations required for the collection, processing and transfer of any

personal data included in the Customer Materials.

Nature of Assets and AI Outputs

Assets may be produced in whole or in part using automated technologies, artificial intelligence systems, machine

learning tools, generative AI models, third-party technologies, algorithms, human review or manual editing. The

Customer acknowledges that:

• Variability: AI outputs are probabilistic and non-deterministic. Assets may vary between generations and

may be similar to outputs produced for other customers.

• No Guaranteed Uniqueness: HyperAd does not warrant that any Asset is unique, original or exclusive to

the Customer.

• Third-Party Resemblance: AI processes may produce content that resembles real persons, brands or

third-party materials. HyperAd has no liability for such resemblance.

• No Legal or Compliance Services: HyperAd does not provide legal advice, IP clearance, regulatory

approval or advertising compliance services of any kind.

The Platform may incorporate third-party AI models and systems. The Customer acknowledges that use of the

Platform may involve sharing Customer Materials with third-party AI providers. HyperAd is not responsible for the

acts, outputs or availability of any third-party AI model or provider.

HyperAd does not represent or warrant that any Assets are original, exclusive, unique, non-infringing, accurate,

suitable, compliant with applicable laws or platform requirements, or commercially effective. The Customer is solely

responsible for any use, publication, distribution, commercialization or other exploitation of the Assets. All use of

the Assets shall be at the Customer's sole risk. HyperAd shall have no responsibility or liability for the Customer's

or any third party's use of the Assets.

Intellectual Property Rights

HyperAd Technology. As between the parties, all rights, title and interest in and to the Platform and all related

intellectual property rights vest exclusively in HyperAd and its licensors. “HyperAd Technology” includes all

software, source code, object code, models, machine learning systems, algorithms, prompts, workflows, templates,

APIs, interfaces, datasets, analytics, training methods, production methodologies, usage data, improvements,

modifications, derivative works and all related intellectual property rights. No title to or ownership of any HyperAd

Technology is transferred to the Customer. All rights not explicitly granted are reserved by HyperAd. Any

suggestions, ideas, enhancement requests or feedback provided by the Customer regarding the Platform may be

used and incorporated by HyperAd without restriction.

Customer’s IP. As between the parties, the Customer retains all rights, title and interest in and to all Customer

Materials and intellectual property rights related thereto.

Restrictions

The Customer shall not, and shall not permit any third party to:

• use the Platform, Services or Assets in violation of applicable law, advertising rules, platform requirements or

third-party rights;

• submit Customer Materials that the Customer is not legally entitled to provide;

• use the Platform, Services or Assets in a manner that is defamatory, fraudulent, deceptive, pornographic,

hateful, threatening, abusive, discriminatory, unlawful or otherwise improper;

• reverse engineer, decompile, disassemble, copy or attempt to derive the source code, structure, architecture

or underlying models of the Platform;

• scrape, crawl, extract or harvest data from the Platform;

• interfere with or disrupt the operation, integrity or security of the Platform;

• circumvent technical limitations, usage restrictions or security protections;

• access or use the Platform in order to build a competing product or service; or

• use HyperAd’s name, trademarks, logos or branding without HyperAd’s prior written consent.

Fees

The Customer shall pay HyperAd all fees and charges as set forth in the applicable Order (“Fees”). The Fees are

non-refundable and exclusive of any taxes, duties or similar governmental assessments, all of which shall be borne

solely by the Customer.

Unless otherwise specified in the applicable Order, the Fees shall be invoiced monthly in arrears for the Services

provided during the preceding month and shall be payable by the first (1st) day of the following month. Late

payments shall bear interest at the rate of 1.0% per month (or the maximum rate permitted by law, if lower),

following seven (7) days’ prior written notice from HyperAd. Without limiting any other remedies, HyperAd may

suspend or terminate Services under any Order if the Customer fails to make any payment when due.

HyperAd may modify pricing, plans, features, functionality or subscription structures at any time for future orders,

with reasonable prior notice to Customer.

Confidentiality

During the Term, each party may have access to certain non-public proprietary, confidential or trade secret

information of the other party, regardless of the manner in which it is furnished, which a reasonable person should

have reason to believe is proprietary, confidential or competitively sensitive (“Confidential Information”).

Confidential Information shall exclude information that: (i) is or becomes generally available in the public domain

through no fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to disclosure; (iii) is

rightfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party

without use of or reference to the Confidential Information.

Each receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties

other than its directors, officers, employees, advisors or consultants on a strict need-to-know basis, provided such

persons are bound by written confidentiality obligations at least as protective as those herein; (b) not to use or

reproduce the Confidential Information for any purpose other than performing its obligations or exercising its rights

under this Agreement; and (c) to protect the Confidential Information using at least the same degree of care used

to protect its own confidential information, and in no event less than a reasonable degree of care. If a receiving

party is required by law or legal process to disclose Confidential Information, it shall provide prompt prior written

notice to the disclosing party to allow it to seek a protective order or other appropriate relief.

Disclaimer of Warranties

THE PLATFORM, SERVICES AND ASSETS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT

WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HYPERAD DISCLAIMS ALL

WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT

LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, AVAILABILITY,

SECURITY, LEGAL COMPLIANCE OR COMMERCIAL RESULTS.

HYPERAD DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL OPERATE WITHOUT

INTERRUPTION OR ERROR, OR THAT ANY ASSET WILL ACHIEVE PARTICULAR PERFORMANCE RESULTS

OR BE FREE FROM INACCURACIES OR OMISSIONS. THE ENTIRE RISK ARISING OUT OF THE USE OR

PERFORMANCE OF THE PLATFORM REMAINS WITH THE CUSTOMER.

Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS,

LOSS OF USE, LOSS OF CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,

OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,

HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT

(INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, WHETHER OR NOT SUCH PARTY

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

HYPERAD’S MAXIMUM TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS

AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO

HYPERAD UNDER THE APPLICABLE ORDER DURING THE THREE (3) MONTHS PRECEDING THE EVENT

GIVING RISE TO LIABILITY, EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Indemnification

The Customer agrees to defend, indemnify and hold harmless HyperAd and its shareholders, directors, officers,

employees, affiliates, contractors, licensors, technology providers, service providers and agents from and against

any and all claims, demands, actions, proceedings, liabilities, losses, damages, judgments, settlements, penalties,

costs and expenses (including reasonable attorneys’ fees and litigation expenses) arising out of or relating to: (i)

the Customer Materials; (ii) the Customer’s failure to obtain adequate rights, permissions, approvals or licenses;

(iii) any claim by a third party (including individuals depicted in Customer Materials) arising from the use,

modification or distribution of the Customer Materials or Assets; (iv) any allegation that the Customer Materials or

Assets infringe or violate any intellectual property, privacy, publicity, contractual or other right; (v) the Customer’s

breach of these Terms; or (vi) the Customer’s violation of applicable law.

Term and Termination

Unless otherwise specified in the applicable Order, this Agreement shall commence on the date the Customer first

accesses or uses the Platform or enters into an Order, and shall continue for an initial period of twelve (12) months

(the “Initial Term”). At the end of the Initial Term, and at the end of each renewal period thereafter, this Agreement

shall automatically renew for successive twelve (12) month periods, unless either party provides the other with

written notice of non-renewal at least thirty (30) days prior to the end of the then-current period.

Notwithstanding the forgoing, HyperAd may terminate this Agreement or any Order, in whole or in part, at any time

and for any reason, upon sixty (60) days’ prior written notice to the Customer. In the event of such termination for

convenience, HyperAd shall refund to the Customer a pro-rata portion of any prepaid Fees corresponding to the

period after the effective date of termination

Either party may terminate this Agreement or any Order with immediate effect, without liability, upon the occurrence

of any of the following: (i) the other party breaches any material provision of this Agreement and, if remediable,

fails to cure such breach within seven (7) days of written notice; (ii) the other party becomes insolvent, ceases to

carry on business, or becomes subject to any liquidation, bankruptcy or similar proceedings; or (iii) continued

performance under this Agreement becomes prohibited by applicable law. In addition, HyperAd may terminate this

Agreement or any Order with immediate effect, without liability, if: (a) HyperAd reasonably determines that the

Customer’s use of the Platform creates legal, regulatory, reputational, security or operational risk; or (b) HyperAd

ceases to offer the Platform or the relevant Services.

Upon termination or expiration of this Agreement for any reason: (i) all rights granted to the Customer shall

immediately cease; (ii) the Customer shall immediately cease all use of the Platform and Services; and (iii) both

parties shall promptly return or destroy the other party’s Confidential Information. Any provisions which by their

nature are intended to survive termination or expiration shall survive, including provisions relating to Customer

responsibility, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, accrued

payment obligations and governing law.

General

Entire Agreement. This Agreement, together with each Order, constitutes the entire understanding between the

parties regarding the subject matter hereof and supersedes all prior agreements. The Customer agrees that

HyperAd may identify the Customer as a client of HyperAd, unless the Customer notifies HyperAd in writing that it

objects to such use.

Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Israel,

without regard to the principles of conflict of laws. Any and all disputes arising out of or in connection with this

Agreement shall be brought exclusively before the competent courts of Tel Aviv, Israel.

Severability. If any provision of this Agreement is held invalid or unenforceable, such clause shall be interpreted to

give maximum force to the provisions thereof, and the remainder of this Agreement shall not be affected.

No Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the

right to enforce each and every such provision. No waiver or modification of this Agreement shall be valid unless in

writing.

Assignment. HyperAd may assign, transfer or delegate this Agreement or any rights or obligations hereunder

without restriction. The Customer may not assign its rights under this Agreement without HyperAd’s prior written

consent. Any purported assignment by the Customer in violation of this section shall be void.

Notices. All notices under this Agreement must be in writing and will be deemed delivered: (i) when delivered by

messenger during normal business hours; (ii) when sent by email during normal business hours; or (iii) three

business days after posting by international air mail.

BY ACCESSING OR USING THE PLATFORM OR SERVICES IN ANY WAY, YOU ACKNOWLEDGE THAT YOU

HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

© HyperAd Ltd. / All Rights Reserved / Confidential and Proprietary
Email: info@wider.io