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PUBLISHER TERMS AND CONDITIONS

Welcome to “Primis”

Primis is an online Video Discovery Platform (the “Platform”), intended for promoting,
disseminating, managing and optimizing Advertising Campaigns through video content owned by or licensed
to Publisher or video content owned by third parties and licensed to Publisher.

The Platform is owned and operated by M.D. PRIMIS TECHNOLOGIES LTD (“Primis”, “we”, “us” and “our”).
Please carefully read these Publisher Terms and Conditions (the “Agreement” or the “Terms”),
which together with a signed Insertion Order (the “IO”) form a legally binding contract between
Primis and the Publisher.

1. Definitions

  • 1.1 Advertising Campaigns – Advertisers’ ads and commercial content provided by Primis.
  • 1.2 CPM – Cost Per Mille (1,000 impressions).
  • 1.3 Content – All materials made available through the Platform, including videos, images, text, code and visualizations.
  • 1.4 Dashboard – Primis reporting platform.
  • 1.5 Effective Date – The acceptance date of the IO.
  • 1.6 Primis Confidential Information – All proprietary information disclosed to Publisher.
  • 1.7 Online Assets – Online properties owned or controlled by the Publisher.
  • 1.8 Primis Player – The video player developed by Primis.
  • 1.9 Publisher Content – Content owned or licensed by Publisher.
  • 1.10 Publisher’s Advertisements – Ads supplied directly by Publisher.
  • 1.11 Primis Content – Content created and owned by Primis.
  • 1.12 Revenue – Net income received from Advertisers.
  • 1.13 Third Party Content – Content licensed by Primis from third parties.

2. The Service

Primis offers the following monetization services:

  1. Promotion Service – Uploading Publisher Content.
  2. Content Creator Service – Creation of content by Primis.
  3. Syndication Service – Access to Third Party Content.

Primis grants Publisher a right to incorporate the Primis Player on its Online Assets during the Term,
subject to the Agreement and IO.

Primis does not guarantee any minimum scope of Advertising Campaigns or Payment.

3. Dashboard and Publisher Account

Publisher will receive access credentials to the Dashboard for reporting and analytics purposes.
Publisher is responsible for maintaining confidentiality of login credentials.

4. Undertakings and Restrictions

Publisher agrees to comply with all applicable laws, including privacy, data protection, and IP laws.

  • No unlawful or offensive content
  • No interference with Platform functionality
  • No automated traffic, bots, or fraudulent activity
  • No unauthorized access or security testing

5. Partners Program

Publisher may receive commissions for referring other publishers, subject to the IO and this Agreement.
Commissions apply only for the first 24 months of a referred partner’s activity.

6. Fees and Payments

Payments are calculated based on Revenue share or CPM as specified in the IO and reflected in the Dashboard.
Payments below $50 are rolled over to the next payment period.

All payments exclude VAT and applicable taxes may be deducted as required by law.

7. Representations and Warranties

Publisher represents that all Online Assets and Content comply with applicable laws and do not infringe
third-party rights.

8. Confidentiality

Publisher must protect Primis Confidential Information and only disclose it on a need-to-know basis.

9. Term and Termination

This Agreement remains in effect until terminated with 24 hours written notice by either party.
Primis may terminate immediately in case of breach.

10. Intellectual Property

All rights in the Platform, Player, and Services remain with Primis. Publisher receives only limited usage
rights as defined herein.

11. Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control.

12. Changes and Discontinuation

Primis may update, modify, suspend, or discontinue the Platform or Services at its discretion.

13. Service Support

Technical support may be provided at Primis’s discretion.

14. Disclaimer of Warranty

The Platform and Services are provided “as is” and “as available” without warranties of any kind.

15. Limitation of Liability

Primis’s total liability is limited to fees paid in the three months preceding the claim.

16. Indemnification

Each party agrees to indemnify the other for damages resulting from breach of this Agreement.

17. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Israel. Exclusive jurisdiction lies with the courts
of Tel Aviv.

18. General

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

19. Severability

If any provision is held unenforceable, the remaining provisions shall remain in effect.

© Copyright 2018 by PRIMIS. All Rights Reserved.

 

Last update: December 2022.

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