Partner Agreement Terms and Conditions

THESE TERMS AND CONDITIONS FOR THE FIREBERRY PARTNER REFERRAL PROGRAM (referred to as the "Terms" or "Agreement"), are entered into as of the date of acceptance of these Terms when executed in conjunction with the Partner Application (the "Effective Date"). These Terms outline the conditions for participating in Fireberry Ltd.'s Partnership Program (the "Program" or "Partnership Program"). Fireberry Ltd., (together with its company affiliates - collectively referred to herein as "Fireberry," "our," or the "Company"), operates the Partnership Program. Individuals or entities participating in the Fireberry Partnership Program shall be referred to as "Partner," "you," "your," or "Provider," wherein each side of this Agreement shall be referred to as a "Party," and collectively referred to as "Parties".

THIS AGREEMENT, ALONG WITH THE APPENDICES AND THE PROGRAM POLICIES REFERENCED HEREIN, GOVERN YOUR ACCESS TO AND PARTICIPATION IN THE PARTNERSHIP PROGRAM. PLEASE REVIEW THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND FIREBERRY

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS "YOU", "YOUR", "PARTNER" AND "PROVIDER" SHALL REFER TO SUCH ENTITY.

TO BECOME A FIREBERRY PARTNER, YOU MUST AGREE TO AND ACCEPT THE TERMS OUTLINED IN THIS AGREEMENT. IF YOU DON'T AGREE WITH THESE TERMS, YOU MAY NOT ACCESS THE PARTNER COMMUNITY OR PARTICIPATE IN THE PARTNER PROGRAM.

BY SELECTING THE "I AGREE" BOX ON THE PARTNERSHIP APPLICATION OR BY SIGNING THIS AGREEMENT AND SUBMITTING IT TO FIREBERRY, YOU ARE INDICATING YOUR CONSENT TO JOIN THE PARTNERSHIP PROGRAM. FURTHERMORE, YOU CERTIFY THAT: (A) YOU ARE WILLING TO ABIDE BY ALL THE TERMS AND CONDITIONS DETAILED IN THIS AGREEMENT, INCLUDING ANY DOCUMENTS, POLICIES, AND PROCEDURES REFERENCED HEREIN, AS WELL AS ANY POTENTIAL FUTURE AMENDMENTS OR ADDITIONS; (B) YOU HAVE THOROUGHLY READ THIS AGREEMENT AND COMPREHEND ALL OF ITS PROVISIONS; (C) YOU ARE NOT SUBJECT TO ANY CONFLICTS OF INTEREST OR OTHER RESTRICTIONS THAT WOULD PREVENT YOU FROM ENTERING INTO FULFILLING THIS AGREEMENT, INCLUDING OBTAINING ALL NECESSARY APPROVALS MANDATED BY APPLICABLE LAW FOR YOUR PERFORMANCE OF THIS AGREEMENT.

1. Definitions

1.1 "Data Processing Agreement (DPA)" means Fireberry's Data Processing Addendum (including all documents and annexes thereto) available here, which shall be deemed an integral part of this Agreement.

1.2 "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Regulation) together with regulatory guidance, codes of conduct, codes of practice, and other related legislation resulting from the GDPR as amended from time to time.

1.3 "Account" or "Paid Account" means an exclusive Fireberry account that has been established by a Referred Customer and is actively utilized for purchasing a Fireberry License Plan.

1.4 "Company Affiliates" means any individual or entity that, either directly or indirectly, holds control over the Company, is controlled by the Company, or is under common control with the Company.

1.5 "Service" or "Service(s)" means the web-based applications and platform, accessible through www.fireberry.com or other designated Sites, as may be updated, modified or enhanced from time to time, that are provided to the Partner to support their partnership with Fireberry as outlined in this Agreement and/or their participation in a specific Program Plan.

1.6 "Sites" means www.fireberry.com or any other website owned or operated by Fireberry or its affiliates, as may change from time to time.

1.7 "Referred Customer" means a Potential User who was directed to the Service through Partner's authorized Advertisements or other communications, utilizing a Designated Link or Tracking Mechanism, and subsequently created a new Service Account and completed a Qualified Purchase. To avoid any doubt, a Referred Customer does not include individuals or entities who already had an account with Fireberry or had prior engagement with Fireberry before being referred by Partner.

1.8 "Designated Links" means the links on the Partner Site or in their email communications that lead to the Sites and/or the Service. These links are placed in accordance with instructions from Fireberry and must correctly incorporate a uniquely tagged URL link with a Tracking Mechanism, using the format specified by Fireberry.

1.9 "Partner Fee Plan" means the plan that outlines the fees Partner may receive for successfully referring a Referred Customer, as provided in Appendix A attached hereto. This plan may be modified by Fireberry from time to time at its sole discretion, by notifying Partner in advance.

1.10 "Partner Site" means any website that is either owned, managed, or utilized by the Partner, as well as any other website where the Partner intends to insert Designated Links directing visitors to the Sites.

1.11 "Qualified Purchase" means any purchase of a Fireberry License Plan from the Company by a Referred Customer through Partner's authorized communication, which includes a tracking mechanism, provided that: (a) such purchase occurs within the Eligibility Period, and (b) The Referred Customer was not already within an eligibility period with another partner of the company.

1.12 "Eligibility Period" The duration begins on the date when a Potential User is referred to the Sites and/or Service by Partner via the tracking Mechanism and continues until the earlier of: (A) 45 days passing; or (B) the conclusion of the Term.

1.13 "Potential User" means an individual or entity that presently does not have ownership or control over a Fireberry Account, whether paid or unpaid, either for personal use or as part of an organization.

1.14 "Anti-Bribery Laws" means all laws, regulations, and ethical principles aimed at preventing and prohibiting any form of bribery, corrupt practices, or unethical influence, including but not limited to those activities outlined in the U.S. Foreign Corrupt Practices Act, the UK Bribery Act of 2010, relevant provisions of the Israeli Penal Code, and other similar applicable laws.

1.15 "Intellectual Property Rights" means patent rights, trade secrets, copyrights, contract and licensing rights, authors' rights, goodwill, moral rights, and all other intellectual property rights, whether they currently exist or may arise in the future. This encompasses any renewals and extensions of these rights, regardless of whether they are protected under Israeli law or the laws of any other state, country, or jurisdiction.

1.16 "Fireberry License Plan" means any of the paid license plans offered by Fireberry on www.fireberry.com/pricing, which may be modified or altered periodically by Fireberry, including any Special Offerings.

1.17 "Advertisements" means banners, button links, text link, anchor text or other visual elements provided by Fireberry to Partner, or those created by Partner with written pre-approval from Fireberry, which are used to create links from the Partner Site to the Sites.

1.18 "Special Offerings" means limited-time promotions, which may consist of, but are not limited to, discounts, one-time seasonal offers, coupons, vouchers, or any type of benefits that may be offered by Fireberry at its discretion to a specific group of users.

1.19 "Process" or "Processing" means any operation, or set of operations, which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

1.20 "Personal Data" means any information relating, is capable of being associated with, or could reasonably be linked to, or with, an identified or identifiable person, consumer and/or legal entity.

1.21 "Partner Application" means the application submitted by a Partner to join the Program and/or their registration for the Partner Program. Registration may take place when the Partner enrolls in the Partnership Program through specific websites specified by the Company, which may include third-party platforms used by the Company in connection with the Partnership Program.

1.22 "Sponsored Link" means a link that is provided, generated, or shown in exchange for payments (whether based on a "cost-per-click model, commission, or any other business agreement) by an internet search engine, portal, sponsored advertising service, or any other service that employs search terms or keywords to locate, highlight, or guide internet traffic to a website.

1.23 "End Users" means any individual who has been provided with a username and password enabling them to access and use an authorized Fireberry Account.

1.24 "Brand Features" means Fireberry's logos, trademarks and service marks, corporate names, trade names, domain names.

1.25 "Dishonest Conduct" means any traffic originating or generated from Partner Site or other Partner-related activities, achieved through unlawful or deceitful methods, or with the intention of deceiving the Company, irrespective of whether it results in actual harm to the Company. Deceptive behavior encompasses a wide range of actions, including but not limited to violations of this Agreement, the dissemination of SPAM, false advertising, the utilization of funds from stolen credit cards, collusion, manipulation of the service or system, offers to share Partner Fees with third parties (including Potential Users), and any other unauthorized, improper, or exploitative use of the Sites, The Service, Tracking Mechanism, and/or Potential Users.

1.26 "Taxes" means any and all taxes or duties, whether at the national, provincial, or municipal levels, including but not limited to income, business, franchise, gross receipts, payroll, property, use, excise, sales value-added, consumption, goods and services, harmonized sales, stamp and any other similar taxes or duties.

1.27 "Tracking Mechanism" means any password, unique code(s) or any identifiable method provided by Fireberry to the Partner for monitoring the traffic and potential End Users originating from Partner activities, which may include but is not limited to traffic from the Partner's Site. This Tracking Mechanism will be integrated into the Designated Links provided for Partner use. Fireberry utilizes cookies or other tracking methods to monitor its users, with these tracking mechanisms set to expire within 60 days. In the event that the Tracking Mechanism is disabled or blocked, including instances where a user actively blocks it for any reason, even if the relevant tracking method has expired, Fireberry will be unable to identify such a user, and as a result, that user will not be classified as a Referred Customer of the Partner.

1.28 "Data Protection Laws" means all the legally binding provisions, which may include but are not limited to, statutes, policy rules, treaties, laws, regulations, orders, binding directives from the European Union, ordinances, common law, or court rulings, regardless of their source, issued by any government authority and possessing legal authority. These provisions pertain to data protection and privacy matters and encompass all judicial interpretations associated with them. They shall be applicable to a party and are in effect at the time when a party is fulfilling its obligations, including but not limited to compliance with the GDPR when it is relevant.

1.29 "Partner Fees" or "Fees" means an authorized and uncontested fee owed to the Partner in alignment with the Partner Fee Plan and the Agreement.

1.30 "Term" means the period commencing when Fireberry approves the Partner's participation in the Program and concluding as specified in Section 8 of this Agreement.

1.31 "Export Controls" means any applicable laws, rules, regulations, or orders governing the following: (a) the import, export, re-export, transmission, or transfer of products, services, software, technical information, controlled data, or technologies to or from Israel, the United States, or any other Country or entity ("Exports"); (b) sanctions, including economic measures, and/or embargoes related to Exports and/or releases; (c) the release of technology, technical information, or software in any country other than its country of origin or to any individual situated in the United-States, Israel, or elsewhere but residing in a different country, whether directly or indirectly; (d) compliance with non-sanctioned foreign boycott requirements.

1.32 "Threshold Amount" means 3000 ILS

1.33 "Payment Period" means the timeframe begins on the date of a Qualified Purchase made by each Referred Customer and continues until one of the following occurs first: (a) 12 months have passed since the Qualified Purchase; (b) the Term concludes as per section 8 of this Agreement; or (c) the subscription for the relevant Fireberry License Plan linked to the Qualified Purchase expires or is terminated, regardless of the reason.

1.34 "Net Amounts" or "Net Sales" means the net amounts paid by a Referred Customer to the Company, in consideration for a Fireberry License Plan, during the Payment Period, less any (a) automated clearing house return (b) issued refunds and/or credits (c) charge-backs, (d) taxes, including, any payments and withholdings for sales tax or VAT; and/or (e) billing and payment processing fees. These deductions as mentioned herein shall be referred to as "Deductions".

1.35 "Confidential Information" shall have the meaning ascribed to it in Section 10 of this Agreement.

1.36 "Partner Community" means an exclusive version of Fireberry's community product that Fireberry may provide to specific participants in the Partner Program. The level of access to this product, as well as other benefits that may be available for Partners' use (as posted on www.fireberry.com/partners from time to time) may vary based on the Partner's assigned Program Type and Partner Tier.

1.37 "Partner Tier" shall have the same meaning ascribed to it in the Partner Fee Plan (Appendix A).

1.38 "Customer Data" means any images, reports, personal information, files, attachments, or any other content transmitted, submitted, or uploaded by any user of the Service, including Potential Users and Referred Customers, through Fireberry Service(s) and Sites.

1.39 "Government Official" means an officer or employee of any government or public international organization, including departments, agencies, or instrumentalities thereof, as well as officers or employees of government-owned or government-controlled companies, political parties, political party officials, or any individual, whether in a private capacity or otherwise, acting in an official capacity on behalf of any of the aforementioned entities or government bodies.

1.40 "Close Family Member of Government Officials" means the Government Official's spouse, the Government Official's or the spouse's grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and first cousins or any other person who shares the same household with the Government Official.

1.41 "Partnership Platform" means any cloud-based system specifically designed for the management of the Partnership Program, whether operated by Fireberry or a third party appointed by Fireberry.

1.42 "Designated Site" shall have the same meaning ascribed to it in the Partner Fee Plan (Appendix A).

1.43 "Program Benefits" shall have the same meaning ascribed to it in the Partner Fee Plan.

2. Enrolling in the Program

2.1 Enrollment Process

To initiate the enrollment process, the potential Partner is required to submit, provide, and/or register on Fireberry's Designated Site through the Partnership Platform or any other platforms as specified by Fireberry for enrollment. A fully detailed Partner Application must be completed by the Partner, wherein accurate, truthful, complete, and up-to-date information must be provided by the Partner. Fireberry will evaluate the Partner's Application and may, within approximately 60 business days from the last communication between Fireberry and the Partner regarding the Partner Application, communicate its decision of acceptance or rejection of the Partner Application. To avoid any doubt, if Fireberry does not make a decision within the 60-day period mentioned above, the Partner Application shall be considered rejected. If the prospective Partner has not received an explicit written confirmation from Fireberry of its participation in the Program, it should not be considered part of the Program. The Partner's participation in the Program will be deemed final and binding only when the Partner accepts the terms of this Agreement through the enrollment process.

2.2 Partner's Commitments Upon Program Acceptance

Upon acceptance into the Partnership Program, the Partner hereby confirms, asserts and agrees to: (a) allow Fireberry to review and monitor the Partner's Sites and Advertisements to ensure compliance with the terms of this Agreement; (b) provide regular updates to Fireberry regarding any material changes to the Partner's Sites and Advertisement that may impact compliance with this Agreement; (c) cooperate fully with any requests from Fireberry related to Program-related matters, including providing necessary information and materials promptly; (d) promptly address and rectify any compliance issues identified by Fireberry during Fireberry's regular reviews and monitoring of the Partner's activities in accordance with the terms of this Agreement, and; (e) receive emails and other communications regarding the Partnership Program from Fireberry.

2.3 Partner Application Rejection Policy

Fireberry reserves the right to reject Partner Application based on its sole and absolute discretion, and it is not obligated to furnish any explanation for declining any potential Partner Application.

2.4 Termination Policy due to Unsuitable Partner Sites and Activities

If Fireberry approves the Partner Application and subsequently finds, at the sole discretion of Fireberry, that the Partner Sites or activity is unsuitable for the Program, Fireberry reserves the right to promptly terminate the Partner's participation in the Program at any time, immediately upon giving written notice to the Partner. Unsuitable Partner Sites or activities may include, but are not limited to, websites that do not generate a sufficient volume of visitors, websites containing offensive, abusing, infringing, illegal content or activities, or which incorporate images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethically, or otherwise objectionable, including without limitation, websites or activities that promote violence, promote gambling, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or incorporate any materials that infringe upon or assist others to infringe on the company's or any third party's Intellectual Property Rights or are directed towards children under 14 years of age.

3. Partner Competency, Representation and Warranties

3.1 Competency Requirements

Partner must possess a reasonable level of proficiency in effectively conveying Fireberry's value proposition and must have a general understanding of the Service(s), including their interface, advantages, and functionality.

3.2 Representation and Warranties

3.2.1 General: Partner hereby makes the following representations and warranties: (a) Partner is either a legal entity, or if an individual, they are at least 18 years of age and possess all necessary qualifications and competence to enter into this Agreement; (b) Partner has the legal freedom to enter into this Agreement, and its performance under this Agreement shall not constitute a breach of any other agreement, permit, or binding commitment to which Partner is a party. Partner further commits to compliance with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, or any other requirements imposed by governmental authorities, both presently effective and subsequently enacted during the Term of this Agreement. This commitment encompasses Partner's activities herein, including but not limited to adherence to Anti-Bribery Laws, Export Controls, and Data Protection Laws. Partner shall refrain from any action or omission that could result in the Company's violation of the aforementioned legal requirements; (c) Partner shall exercise a standard of care, diligence, expertise, and skill in fulfilling its obligations under this Agreement; (d) Partner shall not make any representations, warranties, or guarantees regarding the specifications, terms, features, or capabilities of the Service or any aspects concerning the Company and its products and services that are inconsistent with the representations established in this Agreement; (e) Partner shall not make any unauthorized, false, misleading, or unlawful statements in connection with this Agreement, the Program, the Company, or the Service. Partner shall not provide any representations, terms, or warranties concerning the Service on behalf of the Company. The Company shall not be held accountable for any representations, terms, or warranties made or provided by Partner regarding the Service. Furthermore, Partner shall not participate in, and shall not seek, accept, or retain any Customers engaging in illegal or deceptive trade practices or any other activities prohibited by this Agreement; (f) Partner has obtained and continues to maintain all necessary licenses, permits, approvals, and other authorizations, regardless of their nature, essential for the execution of its obligations in compliance with this Agreement. Additionally, in carrying out its obligations under this Agreement, Partner shall not contravene any other agreements to which it is a party, nor infringe upon the rights of any third parties, including but not limited to Referred Customers and Potential Users; and (g) Partner, along with its authorized Sub-Processors, shall strictly adhere to the provisions of this Agreement, including those detailed in the DPA and Appendix B, during the performance of their obligations herein.

3.2.2 No Government Official Affiliation: Partner hereby represents and warrants the following: (1) None of its owners, directors, employees, and, to the best of its knowledge, any third parties engaged in the execution of this Agreement, hold any position as a Government Official or are Close Family Members of a Government Official, possessing the ability or appearance of the ability to influence the execution of this Agreement and; (2) It shall not directly or indirectly offer, promise, authorize, or provide any form of valuable consideration to any individual, including Government Officials, for any of the following purposes: (a) to inappropriately exert influence on an official act or decision; (b) to inappropriately persuade a Government Official to influence the actions or decisions of a government entity; (c) to induce a Government Official to perform or refrain from performing any act that contravenes a lawful duty; (d) to improperly secure or retain business opportunities associated with the Agreement; (e) to gain any undue business advantage; and (f) to engage in conduct that would otherwise constitute a bribe, kickback, violation of any Anti-Bribery Law, or any other illicit or illegal payment or benefit related to the Agreement or the Company.

3.3 Special Offerings

Partner acknowledges and comprehends that, as part of the Company's association with its customers, which includes Referred Customers, the Company retains the sole discretion, either directly or indirectly, to offer Referred Customers Special Offerings or to extend such Special Offerings already given to Referred Customers, at any given time.

4. Program Promotion Rights and Restrictions

4.1 Restricted License and Usage Guidelines for Fireberry's Brand Features

Subject to the terms and conditions of this Agreement, the Company provides Partner with a restricted global, non-transferable, non-sublicensable, and non-exclusive license, allowing the use of Fireberry's Brand Features and other distinctive brand elements belonging to Fireberry, as they are used and protected by Fireberry from time to time during the Term (referred to as the "Restricted License"). This Restricted License is granted to the Partner solely for the purpose of promoting and marketing Fireberry's Service to Potential Users in connection with the Partner's participation in the Program. Partner shall not use any Brand Features in a manner other than as expressly permitted by Fireberry in advance and in writing. Fireberry expressly reserves the right to revoke any permission to use Fireberry's Brand Features at its own discretion, and the Partner shall immediately discontinue any use of Fireberry's Brand Features.

4.2 Tracking Mechanism and Designated Links

To ensure accurate tracking, reporting, and the accrual of Partner Fees, the Company will furnish the Partner with specific Designated Links. It is imperative that the Partner correctly implements these Designated Links to establish the connection between its Partner Site and the Company Designated Site. The Partner is strictly prohibited from altering, modifying, or changing any aspect of the Designated Links or Tracking Mechanism. The Company shall not be held responsible for any failure on the part of the Partner to use these Designated Links and/or Tracking Mechanism effectively. Additionally, the Company will not assume liability for tracking errors arising from circumstances beyond its control, including any modifications made by the Partner to the Designated Links and/or the Tracking Mechanism. To avoid any doubt, the Partner shall exclusively utilize the Designated Links or Tracking Mechanism for the purposes of participating in the Program. Any other use of the Designated Links and/or Tracking Mechanism will be considered null and violation of this Agreement, resulting in the Partner being ineligible for Partner Fees based on such unauthorized use.

4.3 Partner's Advertisements Usage

The Partner commits to making every effort to promote and market the Advertisements to Potential Users. Furthermore, the Partner agrees to display the Advertisements tastefully, positioning them adjacent to any content that prominently features such Advertisement within advertising materials, subject to any additional requirements provided by the Company. It is strictly prohibited for the Partner to use the Advertisements and the Company Brand Features in a manner that, at the sole discretion of Fireberry, is disparaging or portrays the company negatively. The rights to use Brand Features contained herein are limited as specified in the Restricted License. THE PARTNER SHALL BEAR FULL RESPONSIBILITY FOR THE CONTENT AND METHODS EMPLOYED IN ITS MARKETING ACTIVITIES, WHICH MUST ADHERE TO PROFESSIONAL, ETHICAL, AND LEGAL STANDARDS AS DICTATED BY APPLICABLE RULES AND LAWS.

5. Partner's Commitments, Restrictions and Responsibilities

5.1 Fireberry's Acceptable Use Policy (AUP)

Unless specifically stated otherwise in this Agreement, in respect of Partner participation in the Partnership Program, Partner undertakes to fully comply with Fireberry's Acceptable Use Policy published at www.fireberry.com/aup, where for the purpose of this Agreement only, the term "Service(s)" in Fireberry's Acceptable Use Policy shall also refer to any marketing activities committed by the Partner in regard to the Partnership Program and as permitted in this Agreement.

5.2 Restrictions on Sponsored Links and other Activities

Partner is prohibited from: (a) providing any individual or entity with inducements, payments, or incentives, of any kind in exchange for using the Designated Links and/or transitioning a Fireberry trial account into a Paid Account; (b) engaging in, securing, bidding for, or otherwise facilitating a Sponsored Link containing or featuring any of the Company Brand Features; (c) conducting marketing activities for the Company Brand Features or Service(s) on the channels utilized by the Company, which currently encompass: (i) Facebook (ii) Google AdWords; (d) registering, obtaining, or utilizing any internet domain name that incorporate any of the Company Brand Features or any modifications thereof; and (e) using, procuring, bidding on, or otherwise arranging for a Sponsored Link that uses or includes any of the Company Brand Features.

5.3 Communication's Activities Restrictions and Responsibilities

Partner hereby asserts, confirms, and agrees to fully comply with any and all the below-mentioned laws and regulations.

5.3.1 SMS, MMS, Phone Calls, and Other Communication Methods: The Partner is solely liable and bears full responsibility for any and all communication methods employed in its marketing and promotional activities outlined in this Agreement. This includes but is not limited to, ensuring Partner's compliance with applicable laws and/or regulations, including but not limited to, section 16C of the Israeli Consumer Protection Law 5741-1981 ("Do Not Call Me Law"), related to telemarketing and any other use of phone numbers in connection with its authorized activities hereunder.

5.3.2 Emails Delivery: Partner's use or indirect use of electronic messages, including but not limited to emails (referred to as "Emails"), in connection with the Partner's marketing activities as specified in this Agreement, shall be governed by any and all applicable federal and state laws and/or regulations governing the use of electronic messages including, without limitation, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act"), the Children's Online Privacy Protection Act of 1998 ("COPPA"), section 30A of the Israeli Communication Law (Telecommunications and Broadcasting) 5742-1982 ("The Israeli Spam Act") and all other laws and regulations applicable to Partner and the Partner Site, and including, but not limited to, all European laws and directives and the Federal Trade Commission regulations.

5.3.3 Anti-SPAM Policy: The Partner commits to refraining from engaging in SPAM-related activities while promoting the Company Service(s). SPAM activities, which encompass actions and activities like sending unsolicited commercial Emails, represent violation of this Agreement. Such violations may lead to an immediate suspension or termination of this Agreement, the Partnership Program, and the potential forfeiture of Partner Fees, without prejudice to any other remedies available to the Company under this Agreement or any applicable law.

For the purpose of this Agreement, SPAM shall be defined as, but not limited to, initiating or procuring the sending of an Email: (a) to exploit documented or undocumented security holes on any client or server machine; (b) to any person who has either not expressly requested to receive Emails or has explicitly requested to receive no further Emails specifically from Partner, including without limitation for the purposes of sending unsolicited bulk email, executing any "mass mailings" or "email blasts", or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, newsnet, newsgroups, or similar service; security vulnerabilities on client or server systems; (c) that include any false or deceptive information regarding Partner's identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Partner's identity, the intent, subject, and origin of the Email; (d) to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy; (e) that fail to (i) include clear, valid, and conspicuously displayed "From and Subject" lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to opt-out from any such messages or emails by Partner ("Opt Out Request") for no less than 30 days from the date the Email was sent; or (iii) honor any Opt-out Request within ten (10) days of receipt of such Opt-out request by Partner; (f) that include or otherwise involve any fraudulent, deceptive, false or misleading information; containing commercial marketing or promotional content to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age.

5.4 Audit and Records

Partner shall keep and maintain complete, accurate, and up-to-date books, records, and accounts pertaining to this Agreement. Throughout the Term and for a duration of four (4) years thereafter, but not exceeding semi-annually, Partner shall grant the Company and/or its designated auditor(s) access, with reasonable prior notice and during regular business hours, to Partner's books, records, and accounts to the extent reasonably required for the verification of Partner's ongoing adherence to this Agreement, which encompasses compliance with all relevant and applicable laws, rules, and regulations.

6. Fireberry Responsibilities

6.1 Service Availability

Fireberry reserves the unilateral right, without prior notice and without assuming any liability towards Partner and/or Referred Customers, to modify, alter, improve, or discontinue any feature and any aspect of the Service. Partner hereby acknowledges and agrees that Fireberry bears no obligation to furnish Partner with prior notification regarding modifications to any aspect of the Service.

6.2 Payment Processing

Fireberry shall process transactions initiated by Potential Users who have utilized the Tracking Mechanisms from the Partner Site to access the Sites. Fireberry, at its sole discretion, retains the right to accept or decline such transactions in accordance with its terms of service and policies. To avoid any doubt, Partner shall not be deemed a party to any of Fireberry's agreements or terms with Referred Customer, or to any agreement to which such Referred Customers are obligated in connection with the Service. Consequently, the Partner shall possess no entitlements in this regard.

6.3 Service Provisions

Pursuant to the terms of this Agreement, the Company shall furnish the Service to the Referred Customers, adhering to the Company's prevailing then-current terms and policies governing the access and use of the Service.

6.4 Fireberry's Pricing, Policies and Procedures Updates

Fireberry, at its sole discretion, may change pricing, policies, and operational procedures in compliance with applicable laws, without prior notice. This includes Fireberry's authority to set prices for Fireberry's license plans and additional services published on Fireberry Sites. It is Partner's responsibility to stay updated on these changes and incorporate them into the Partner Site or any other applicable marketing materials.

7. Partner Fees; Payment Terms

7.1 Partner Fees

In accordance with the terms and conditions outlined in this Agreement and contingent upon Partner's adherence to its provisions, Fireberry will remunerate Partner for successful referrals of Referred Customers who purchase a Fireberry License Plan. This remuneration will be paid to the Partner in accordance with the Partner Fee Plan, subject to successful Qualified Purchase by Referred Customers.

7.2 Monthly Report

Fireberry will provide Partner with a monthly electronic report (referred to as the "Monthly Report"), within 60 days following the conclusion of each calendar month. This report will detail Net Sales and the corresponding Partner Fees earned during that specific month. Invoices submitted by the Partner must align with the information presented in the Monthly Report, as applicable. In case where Deductions of Qualified Purchase occur after the delivery of the Monthly Report for the particular Qualified Purchase, these Deductions will be included in the subsequent Monthly Report and deducted from the next payment accordingly.

7.3 Payment Terms

Subject to the terms and conditions of this Agreement, undisputed Partner Fees shall be payable in Israeli Shekels (ILS) or in the currency in which the Qualified Purchase was made, at Fireberry's sole discretion. Payment shall be made within 90 days following the end of the month in which Fireberry received such Net Sales, either through wire transfer or another method chosen by Fireberry. Partner Fees will be remitted upon receipt of an undisputed and properly issued invoice. Invoices that do not match the Monthly Report will not be processed by Fireberry until the Partner amends them to align with the Monthly Report. It is the Partner's responsibility to provide Fireberry with complete and accurate details necessary for the remittance of the Partner Fees. The Partner shall be solely responsible for any payment delays resulting from its failure to provide Fireberry with such details in a timely manner.

7.4 Threshold Amount

Notwithstanding anything in the foregoing to the contrary, Fireberry is not obligated to disburse any Partner Fees unless and until the Monthly Threshold Amount has been accumulated in the Partner's account. To avoid any doubt, any accrued Partner Fees in the Partner's account, during the calendar month, will be forfeited if the Threshold Amount is not met within each calendar month.

7.5 Excess Payments

Should any overpayment occur to the Partner, Fireberry reserves the right to make necessary adjustments by deducting the excess amount from any future fees owed to the Partner as outlined in this Agreement. Conversely, if the Partner has outstanding debt or obligations to Fireberry, whether under this Agreement or any other agreement, Fireberry may offset and deduct those amounts from any payments due to the Partner under this Agreement.

7.6 Dishonest Conduct

In the event that Fireberry has reasonable grounds to suspect any Dishonest Conduct on the part of the Partner, Fireberry may temporarily withhold any payments due to the Partner under this Agreement until such Dishonest Conduct is investigated. If Fireberry, at its reasonable discretion, determines that any Partner Fees have resulted from such Dishonest Conduct, it reserves the right to recalculate and/or deduct those Partner Fees as it deems appropriate. Furthermore, Fireberry, without prejudice to any other rights or remedies available under this Agreement or applicable law, may deactivate the Designated Links and Tracking Mechanisms associated with the Partner and immediately restrict the Partner's access to the Program. No compensation will be provided to the Partner in such a case.

7.7 Taxes, Levies, and other Costs

The Partner Fees, to which the Partner may be entitled under this Agreement, shall encompass all taxes (including but not limited to value-added tax, service tax, and sales tax, where applicable), levies, and mandatory deductions (which may be withheld by Fireberry at the source). The Partner bears sole responsibility for settling all taxes, expenses, and costs related to its business operations, as well as any rights and obligations established in this Agreement. This includes, but is not limited to, transfer fees, marketing, and promotional expenses, or any other costs associated with the Partner's fulfillment of its responsibilities outlined under this Agreement. In the event that Fireberry is obligated to withhold any taxes from payments to the Partner under this Agreement in compliance with applicable laws, the Partner hereby grants Fireberry the discretion to perform such tax withholding as necessary to comply with the law.

7.8 Complete Compensation

The Partner Fees constitute the Partner's complete and full compensation for its participation in the Program as defined in this Agreement. To eliminate any ambiguity, apart from the Partner Fees owed to the Partner, the Partner shall have no entitlement to fees related to renewals, trial versions (if applicable), second purchases, or any other transactions.

8. Term and Termination Terms

8.1 Term

This Agreement commences when Fireberry approves the Partner's participation in the Program and concludes as specified in Section 8 herein.

8.2 Normal Termination by Each Party

Each Party reserves the right to terminate this Agreement upon 7 days' prior written notice.

8.3 Termination by Fireberry for Cause

Fireberry reserves the right to terminate this Agreement upon the occurrence of any of the following events: (a) Immediately upon written notice to the Partner when the Partner commits a material breach of the Agreement that cannot be remedied, including but not limited to breaches of Sections 2.4, 5, and 7.6 herein; (b) If the Partner commits a material breach of this Agreement that can be remedied and fails to rectify it within 5 days after receiving written notice from Fireberry; (c) Immediately upon written notice to the Partner if any of the following events occur: (i) The Partner undergoes liquidation or dissolution; (ii) Any bankruptcy, insolvency, or debtor's relief proceedings are initiated by or against the Partner for debt reorganization; (iii) A receiver or trustee is appointed for the Partner or its assets; or (d) Immediately upon written notice to the Partner if a competitor of Fireberry acquires, directly or indirectly, any interest in the Partner; (e) Immediately upon written notice to the Partner if there is a change of control in the ownership of the Partner; or (f) Immediately upon written notice to the Partner if the Partner fails to promptly inform Fireberry about the occurrence or potential occurrence of any of the foregoing events.

8.4 Effect of Normal Termination or Expiration

Upon termination or expiration of this Agreement: (i) the Partner shall, at its own expense, promptly return to Fireberry all Confidential Information and any materials or embodiments thereof provided by Fireberry. Alternatively, upon Fireberry's request, the Partner shall destroy such Confidential Information and provide satisfactory evidence of such destruction; (ii) the Partner shall cease all activities related to the Program and this Agreement. This includes, but is not limited to, the immediate removal and discontinuation of the use of all Tracking Mechanisms, Advertisements, Designated Links, Brand Features, and any other materials provided by Fireberry or created by the Partner in connection with Fireberry; (iii) all rights and obligations of the Parties shall cease, including the Partner's participation in the Partnership Program and the Partner's right to use the Restricted License. However, subject to Section 8.5 herein, Fireberry's payment obligations in accordance with this Agreement, for Qualified Purchases that were fully paid to Fireberry during the Term, shall continue in accordance with their respective terms and conditions until they are no longer applicable; and (iv) Fireberry shall not be liable to the Partner, solely due to the termination or expiration of this Agreement, for compensation, reimbursement, or damages related to the loss of prospective profits, anticipated sales, goodwill, or any other form of damages. The Partner acknowledges that it shall not possess or acquire, by virtue of this Agreement or otherwise, any vested, proprietary, or other rights pertaining to the promotion of the Service, or any goodwill generated through its efforts under this Agreement. Any improvements to Fireberry's goodwill shall vest with Fireberry without any further compensation to the Partner, whether during the Term of this Agreement or upon termination or expiration for any reason whatsoever.

8.5 Effect of Termination for Cause

Upon termination of this Agreement and the Partner's participation in the Partnership Program for the reasons outlined in Sections 8.3(a)-8.3(c) and 8.3(f) above, all rights of the Partner to receive Partner Fees under this Agreement shall be immediately forfeited and relinquished, without prior notice. The Partner shall have no entitlement to any unpaid Partner Fees, irrespective of whether such fees were accrued during the Term or not. The Partner explicitly waives any claims or demands in this regard.

9. Privacy Data Protection, Security, and Third Parties

In Section 9 herein, all capitalized terms that are not defined in this Agreement shall have the same meaning ascribed to them in Fireberry's Data Processing Addendum.

9.1 Processing Personal Data

9.1.1 If Partner processes Personal Data under this Agreement, both Parties will be subject to the terms and conditions outlined in the DPA concerning such data processing.

9.1.2 Partner shall refrain from Processing any Sensitive Data unless it has first: (a) secured the written consent of Fireberry, subject to Fireberry's sole discretion; and (b) incorporated suitable terms into the relevant agreements it forms with users and visitors (including Potential Users) to safeguard such data. Furthermore, Partner must diligently comply with the provisions of the DPA.

9.1.3 Partner may not subcontract any Personal Data processing to a third party without obtaining prior written consent from Fireberry for each specific subcontracting arrangement and for each third party involved, as stipulated in the DPA. However, without diminishing the provisions in the DPA concerning the appointment of Sub-Processors (defined in these Terms as per the DPA), Fireberry may grant Partner the authorization to engage the Sub-Processors outlined in a dedicated list that shall contain information about these Sub-Processors' identities, the services they provide in data processing, and their respective countries of operation (referred to as the "Sub-Processor List"). Any utilization or appointment of these Sub-Processors, as detailed in the Sub-Processor List, must comply with the DPA's provisions regarding engagement with Sub-Processors. Partner assumes responsibility for ensuring that these Sub-Processors perform in accordance with the terms of this Agreement and the DPA, including compliance with the provisions in Appendix B. Partner shall, within 10 days of enrolling in the Partnership Program, independently provide the aforementioned list of its Sub-Processors to Fireberry at fireberry@legal.com. In the absence of any updates to the Sub-Processors list by the Partner, Fireberry shall consider that the Partner is not involving any Sub-Processors in the execution of its duties under the Partnership Program.

9.1.4 Partner shall obtain all necessary consents and authorizations from Potential Users to enable the transfer of their data and information to Fireberry and to grant Fireberry the rights to use or process such data and information in accordance with its Privacy Policy published at www.fireberry.com/privacy-policy.

9.1.5 Partner hereby consents to Fireberry's authority to review and monitor Partner's activities for the purpose of confirming compliance with this Section 9 and the Agreement.

9.2 Partner's Safeguard Commitment

Partner shall maintain, at a minimum, industry-standard technical and organizational safeguards to ensure the security, confidentiality, and integrity of the data of its users, visitors (including Potential Users), and any content it possesses or processes, including Personal Data. These technical and organizational measures are detailed in Appendix B, which is an integral part of this Agreement. Partner shall regularly assess and ensure compliance with these measures. In the event of any identified vulnerabilities or suspected breaches concerning systems storing Fireberry Confidential Information, Partner shall promptly notify Fireberry.

9.3 Third Parties

Partner is strictly prohibited from involving resellers, subcontractors, or any third parties in fulfilling their responsibilities under this Program without obtaining the prior written consent of Fireberry. This includes but is not limited to the engagement of other partners or similar entities. Such consent must be obtained in advance through written communication and is subject to Fireberry's discretion. Failure to adhere to this requirement shall be considered as a breach of this Agreement.

10. Confidentiality

Notwithstanding the foregoing, Fireberry may, at its discretion, provide the Partner with confidential information, including but not limited to details regarding the Service, potential new Service versions, the existence and terms of this Agreement, specifications, formulas, prototypes, computer programs, records, data, ideas, methods, techniques, processes, projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents, personal Identifiable information (PII), protected health information (PHI), and other data in any form, as well as improvements, know-how, intellectual property, and patents (whether pending or duly registered) related to Fireberry's business and partner information, whether communicated orally or in writing (collectively referred to as "Confidential Information"). The Partner shall not disclose such Confidential Information to any third party or utilize it without prior written consent from Fireberry. The Partner shall handle Confidential Information with the same degree of care it exercises for its own confidential and proprietary information, not falling below the standard of reasonable care. Under no circumstances shall Confidential Information be disclosed to any individual, including employees, consultants, or contractors (collectively referred to as "Partner Representatives"), unless they are bound by comparable confidentiality obligations. It is explicitly stated that the Partner is responsible for any breach of confidentiality obligations herein by any of its Partner Representatives. Upon termination or cancellation of this Agreement for any reason, the Partner shall promptly return all Confidential Information to Fireberry, and the restrictions and obligations set forth in this Section 10 shall remain in full force and effect. For the purposes of this Agreement, the Service and any information, including Personal Data, pertaining to any customer or user of the Service, including but not limited to Referred Customers and Potential Users, shall be considered Confidential Information owned by Fireberry.

11. Proprietary Rights, Relationship, and Representation

11.1 Proprietary Rights

11.1.1 As Between Fireberry and Partner: The Partner acknowledges that it does not acquire any ownership rights or any rights or licenses to the Service, Sites, and Fireberry Brand Features under the terms of this Agreement. All rights, titles, and interests in and to the Service, Sites, and Fireberry Brand Features, including all Intellectual Property Rights therein, shall always remain with Fireberry. The Partner is only authorized to use Fireberry's Sites, Brand Features, and other Intellectual Property Rights in the manner explicitly permitted by Fireberry. If the Partner provides Fireberry with suggestions and/or comments regarding the Service ("Feedback"), such Feedback shall become the exclusive property of Fireberry, and Fireberry may utilize the Feedback at its sole discretion, without any limitations, and without any obligation to provide payment or credit to the Partner.

11.1.2 As Between Partner and Customer: The Partner acknowledges and confirms that the Customer shall retain and own the right to access and use Fireberry Service(s) and Sites. Any customer or user of the Service, including but not limited to Referred Customers and Potential Users, shall solely own and retain all rights to their Customer Data, including, but not limited to, passwords and usernames for their Fireberry Accounts.

11.2 Relationship of the Parties

This Agreement shall not establish an employer-employee relationship between Fireberry and the Partner, nor shall it create an agency, joint venture, or partnership between them. No provisions within this Agreement shall be interpreted to imply that the Partner acts as an agent or representative of Fireberry, except as explicitly outlined in this Agreement. Neither party shall represent that it possesses the authority to undertake or impose any obligations, whether expressed or implied, on behalf of the other party.

12. Indemnity

Partner shall indemnify and release Fireberry, its subsidiaries, officers, employees, agents, and third parties from any and all claims, liabilities, losses, costs, damages, or expenses (including attorney's fees) that may arise, either directly or indirectly, in connection with the following: (a) Partner's actions or failures to act in accordance with the terms of this Agreement, including but not limited to any claims made by third parties resulting from Partner's actions or failures to act; (b) any disputes between Partner and any other party related to this Agreement or participation in the Program; (c) Partner's Site; (d) services provided by the Partner to a Referred Customer; and (e) any breaches or defaults under this Agreement.

13. Limitations of Liability

13.1 FIREBERRY: (A) DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE PARTNER COMMUNITY, THE USE OF THE SERVICE, OR THE RESULTS OBTAINED FROM THEM, INCLUDING THEIR ACCURACY, QUALITY, RELIABILITY, OR OTHERWISE; (B) HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO TITLE, NON-INFRINGEMENT, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; AND (C) DOES NOT WARRANT THAT THE FUNCTIONS WITHIN THE SERVICE WILL MEET THE REQUIREMENTS OF THE PARTNER OR ITS REFERRED CUSTOMERS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.

13.2 UNDER NO CIRCUMSTANCES SHALL FIREBERRY AND ITS COMPANY AFFILIATES BE LIABLE OR HELD LIABLE FOR ANY PROFIT LOSSES, BUSINESS INTERRUPTIONS, DATA LOSS, INTERRUPTION OF BUSINESS OPERATIONS, PROCUREMENT COSTS FOR SUBSTITUTE GOODS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY NATURE, WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF FIREBERRY HAS BEEN ADVISED OF, IS AWARE OF, OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 WITH THE EXCEPTION OF ANY DUE PARTNER FEES AS DETAILED HEREIN ACCORDING TO THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL FIREBERRY'S AGGREGATE LIABILITY, COMBINED WITH THE AGGREGATE LIABILITY OF ITS COMPANY AFFILIATES, PURSUANT TO THIS AGREEMENT, SURPASS THE TOTAL NET AMOUNTS PAID TO FIREBERRY BY THE PARTNER'S REFERRED CUSTOMERS IN THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

14. No Solicitation

Partner agrees that during the term of this Agreement and for a period extending until the later of (i) the conclusion of the last Payment Period, or (ii) 3 months subsequent to the expiration or termination of this Agreement, Partner shall refrain from, whether directly or indirectly: (a) referring a Referred Customer to any competitor of Fireberry; (b) actively seeking or attempting to attract individuals or entities who were Referred Customers at any point during the Agreement's duration, away from Fireberry; and/or (c) making disparaging remarks or comments about Fireberry or its offerings. It is hereby understood that this restriction shall not impede Partner's engagement with vendors providing products or services similar to those offered by Fireberry in the ordinary course of Partner's business activities, provided that Partner adheres to the terms of this Agreement, including its confidentiality obligations, and refrains from presenting such competing vendors or their offerings in a more favorable manner than Fireberry and its offerings.

15. Designated Partnership Platform

Fireberry may utilize a designated Partnership Platform, either owned and/or operated by Fireberry or owned and/or operated by a third party, for Program management. In this scenario, Partner shall need to establish a user account within said Partnership Platform and consent to its relevant terms, encompassing terms of service and privacy policy (collectively referred to as "Third Party Policies"). Partner acknowledges that Fireberry is not a party to these Third-Party Policies and shall not assume, in any manner, liability for any obligations stemming from or associated with these Third-Party Policies. Furthermore, Partner recognizes that Fireberry shall not bear responsibility or liability for the performance of the designated Partnership Platform or for any actions or omissions of the third-party provider responsible for the said Partnership Platform.

16. Partner's Third-Party Services

Notwithstanding anything to the contrary in the Agreement:

16.1 The Partner shall be entitled to provide the Referred Customer with professional services that are connected to or are parts of Fireberry Services (referred to as "Third-Party Services") by fulfilling the following terms: (a) The Partner must obtain prior written consent from Fireberry to provide the Referred Customer with Third-Party Services. This consent must be obtained for each Third-Party Service that the Partner wishes to provide to the Referred Customer; (b) The Partner shall enter into a separate legal agreement with the Referred Customer, which will govern the access and use of Third-Party Services. To eliminate any doubt, it's important to note that Fireberry shall not be a party to this agreement; (c) any fees remitted by the Referred Customer to the Partner for Third-Party Services shall be directly disbursed by the Referred Customer to the Partner; and (d) Partner shall maintain and implement a publicly visible and accessible privacy policy on Partner's primary website and on any landing page used in connection with the Program. Such a privacy policy shall be up to date and fully compliant with all applicable privacy laws and regulations.

16.2 FIREBERRY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIRD-PARTY SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL FIREBERRY BE LIABLE FOR ANY DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, NOR WILL WE BE LIABLE TO INDEMNIFY FOR ANY DAMAGES ARISING OUT OF REFERRED CUSTOMER'S USE OF, OR INABILITY TO USE, ANY THIRD-PARTY SERVICES. IN NO EVENT WILL FIREBERRY BE LIABLE FOR ANY AMOUNT THAT GIVES RISE TO ANY CLAIM DUE TO REFERRED CUSTOMER USE OF THIRD-PARTY SERVICES.

17. Changes and Modifications

17.1 Fireberry reserves the right to amend, alter, and/or modify (collectively referred to as 'Change' or 'Changes'): (a) any provisions within this Agreement at its sole discretion and at any time by notifying Partner at least 10 days in advance of such Changes. Notification of these Changes shall be delivered to the Partner via email to the address provided by Partner to Fireberry or through the posting of a modification notice on our Sites. Such Changes shall be deemed sufficient notice to Partner regarding any Changes to the terms and conditions of this Agreement, which may include adjustments to available Partner Fees, changes in payment protocols and schedules and updates to the Partner Program regulations; and (b) the Partner Fee Plan from time to time at its sole and absolute discretion, provided that Fireberry will notify the Partner 10 days in advance of such Changes to the Partner Fee Plan, either by an email notice or by posting such Changes on our Sites. Partner Fees earned prior to such Change will be paid according to the conditions in effect before such changes. Partner Fees earned after such Change is in effect will be paid according to the new conditions of the amended Partner Fee Plan, effective on the date the payment has been made.

To avoid any doubt, it is hereby affirmed that The Partner shall have no entitlement to receive Program Benefits that have been revoked by Fireberry subsequent to notifying The Partner of said revocation in accordance with the provisions set forth herein.

17.2 Should Partner find any Changes unacceptable, its exclusive remedy is to terminate this Agreement. By continuing to participate in the Program after the delivery or posting of a Change notice or a new agreement on the Sites, Partner's continued participation in the Program shall constitute Partner's acceptance of such Changes.

18. Miscellaneous

18.1 Entire Agreement

Partner acknowledges that this Agreement, along with the referenced policies, guides, and appendices appended hereto, constitutes the entire agreement governing Partner's participation in the Partnership Program. This Agreement supersedes and replaces any previous representations, whether written or oral, concerning Partner's participation in the Partnership Program, as well as any prior online or click-through agreements between Partner and Fireberry pertaining to Partner's participation in the Partner Program preceding the current version of this Agreement. In the event that any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law. In case of any conflict or inconsistency between the provisions contained within this Agreement and any attached appendix, the terms of the said appendix shall take precedence. In case of any conflict or inconsistency between the provisions of this Agreement and any Partner Application, the terms of this Agreement shall prevail. Any amendments to this Agreement must be made in writing and duly signed by an authorized representative of Fireberry and the Partner.

18.2 Notices

All notices, approvals, and requests required under this Agreement shall, unless otherwise specifically stated, be communicated in writing to the respective party as follows: To the Partner: (a) by certified or registered mail; (b) by personal delivery; or (c) via email provided to Fireberry by the Partner. To Fireberry: (a) by personal delivery; or (b) via email, provided that a delivery acknowledgment is obtained (either through a reply to the sent email or other means of confirmation of receipt). Whether delivered according to the above-mentioned methods, the date of receipt shall be as follows: To the Partner: on the date on which such notice was sent. To Fireberry: on the date on which such notice was received. For the purpose of this section, Fireberry's primary offices are located at 8 Sderot Shau'l Hamelech Street, Tel-Aviv, Israel. Either Party may designate an alternative address for such notices by providing notice to the other Party in accordance with the terms herein.

18.3 Waiver

Failure by either party to exercise any of its rights under this Agreement shall not constitute a waiver or forfeiture of those rights.

18.4 Reference

Fireberry is authorized to feature the Partner's name and logo on its Sites and within its promotional materials, indicating the Partner's participation in activities governed by these Terms. Furthermore, Fireberry retains the right to showcase use cases and success stories arising from its collaboration with the Partner.

18.5 Assignment

The Partner is prohibited from transferring any of their rights and/or obligations under this Agreement without obtaining prior written consent from Fireberry. Fireberry retains the discretion to assign any of its rights and/or obligations under this Agreement at its sole discretion.

18.6 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTNER AND FIREBERRY HEREBY MUTUALLY AGREE THAT EACH PARTY SHALL PURSUE CLAIMS AGAINST THE OTHER PARTY SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR MEMBER OF ANY ALLEGED CLASS OR REPRESENTATIVE ACTION.

18.7 Government Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Israel, without consideration of its conflict of laws principles. Any dispute related to this Agreement shall be exclusively subject to the jurisdiction and venue of the courts located in the city of Tel Aviv, Israel. Both parties hereby provide their consent to such jurisdiction and venue.

18.8 Survival

Provisions that, by their inherent nature, are intended to remain in effect beyond the termination or expiration of this Agreement shall indeed continue in force. This includes, but is not limited to, Sections 1, 5.4, 7.3 and 7.8, 10, 11, 12, 13, 14, 16 and 18.

18.9 Partner's Statement

PARTNER HEREBY ACKNOWLEDGES AND AGREES THAT NOTHING HEREIN AND NO STATEMENT MADE BY FIREBERRY OR ANY OF ITS EMPLOYEES OR OTHER PERSONS ASSOCIATED WITH FIREBERRY HAS PREVENTED PARTNER IN ANY WAY FROM SEEKING LEGAL COUNSEL BEFORE ENTERING INTO THIS AGREEMENT. PARTNER HAS CONDUCTED AN INDEPENDENT EVALUATION OF THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATIONS OR STATEMENTS OTHER THAN THOSE SET FORTH IN THIS AGREEMENT. PARTNER HAS THOROUGHLY REVIEWED THIS AGREEMENT, DEMONSTRATES COMPREHENSION OF ITS CONTENTS, AND HAS HAD AMPLE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL. PARTNER ACCEPTS THE OBLIGATIONS IMPOSED UPON IT UNDER THIS AGREEMENT WITHOUT RESERVATION. FURTHERMORE, PARTNER HAS CAREFULLY CONSIDERED THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING IT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO INDUCE PARTNER TO ACCEPT THIS AGREEMENT. PARTNER FREELY AND VOLUNTARILY AGREES TO THE TERMS HEREIN.

Appendix A – Partner Fee Plan

1. Definitions

1.1 "Monthly Recurring Revenue" or "MRR" means the constant monthly Net Sales generated from a Paid Account.

1.2 "Partner Tier" means Partner's tier level in certain program types, as detailed in Fireberry's Designated Site.

1.3 "Program Benefits" means special chats, consulting services, professional webinars, support services, and any other benefits, excluding Partner Fees, which are provided to the Partner under the terms of the Partnership Program.

1.4 "Designated Site" means the designated website used by Fireberry to manage the Partnership Program.

2. Partner Fees

2.1 Subject to the provisions outlined in Section 7 of this Agreement, the Partner's eligibility for Partner Fees related to a Qualified Purchase made by a Referred Customer will be determined as a percentage of the Net Sales that the Company collects and retains during the Payment Period, as specified on the Fireberry Designated Site or in a separate appendix provided to the Partner by the Company. The actual percentage will depend on the Partner Tier and may be subject to additional conditions or updates, as specified on the Fireberry Designated Site, or separate appendix, at Fireberry's sole discretion.

2.2 To avoid any doubt, Partner Fees are exclusively based on the Net Sales obtained from the Paid Account associated with the Qualified Purchase during the Payment Period. This determination remains consistent regardless of whether the Referred Customer engages in further transactions using different accounts within the Service.

3. Fireberry Designated Site

The policies and supplementary terms related to the Partnership Program, as found on the Fireberry Designated Site and hyperlinked within this Appendix A, form an integral part of both Appendix A and the Agreement. These policies and additional conditions shall be interpreted in accordance with the terms of the Agreement.

Appendix B – Mandatory Technical and Organizational Security Measures

1. General

The following details elucidate the essential technical and organizational security measures that must be enforced by the Partner (and any Sub-Processors, if applicable) as per the terms of this Agreement. This Appendix B concurrently serves as an addition to the security measures specified in Fireberry's DPA, encompassing the fundamental technical and organizational security measures applied by the data importer, as mandated.

2. Definitions

Any capitalized terms not explicitly defined in this Appendix B shall carry the definitions set forth in Fireberry's Data Processing Addendum (DPA) or the Agreement.

2.1 "Provider" shall bear the definition provided in Fireberry's Data Processing Addendum (DPA). For clarity, within the scope of this Appendix B, "Provider" shall also be understood as "Partner."

2.2 "Systems" means the information systems of the Provider that handle Personal Data (such as email systems and file storage solutions).

2.3 "Fireberry Infrastructure" means Fireberry's information systems to which Fireberry has provided access to Provider or Provider personnel.

3. Physical Safeguards

3.1 Protection of Devices: Devices that have access to Fireberry's Personal Data, including laptops and mobile devices, particularly when taken outside of the Provider's office premises, must be handled with the utmost security. These devices must never be left unattended in public areas or within vehicles.

3.2 Avoidance of Removable Media: The use of removable media such as hard disks, USB drives, and thumb drives for the storage or transfer of Personal Data is strictly prohibited.

3.3 Device Tracking: Implement a device tracking system for laptops and mobile devices with access to Personal Data to facilitate recovery in case of loss or theft. Ensure that this tracking system does not compromise user privacy.

3.4 Secure Storage: When devices are not in use, they should be stored in secure cabinets or locked drawers within the Provider's office premises to prevent unauthorized access.

3.5 Reporting Loss or Theft: In the event of the loss or theft of devices that can be utilized to access Personal Data, the Provider is required to promptly notify Fireberry via the following email address: support@fireberry.com.

4. Access Control

4.1 Access Management Program: The Provider shall establish an access management program to ensure that access to Systems is granted on a "need-to-know" basis and promptly revoked upon termination of employment or changes in the employment status of Provider personnel. An annual review of access to the Systems shall be conducted to ensure appropriateness.

4.2 Password Policy:

4.2.1 Complexity: Provider personnel shall adhere to a password policy requiring passwords to be at least 12 characters in length and include characters from a minimum of three of the following four categories: uppercase letters (ABC), lowercase letters (abc), numeric (0-9), and special characters (!@#$%^&*).

4.2.2 Storage: Password credentials shall not be stored in an insecure manner, including within web browsers or on paper documents.

4.2.3 Rotation: Passwords must be rotated at least once a year.

4.3 Access Logs: Maintain detailed access logs that record who accessed Fireberry Infrastructure, when, and for what purpose. Regularly review these logs for any suspicious activity.

4.4 Notification: The Provider shall promptly notify its channel manager in writing upon the termination of employment of any Provider personnel with access to Fireberry Infrastructure or any change in Provider Personnel's role that no longer requires access to Fireberry Infrastructure. This notification enables Fireberry to revoke such access.

4.5 Mobile Device Protection: Smartphones used for accessing Personal Data must be protected with either a PIN code or a password.

4.6 Multi-Factor Authentication (MFA): MFA shall be enforced for access to the Systems.

5. Handling of Personal Data

5.1 Data Retention: Develop and enforce a data retention policy specifying the maximum duration for which Personal Data can be stored. Ensure that data is securely deleted or anonymized when it reaches the end of its retention period.

5.2 Authorized Communication Channels: The use of private communication channels such as WhatsApp, iMessage, or WeTransfer for the processing of Personal Data (e.g., transferring Personal Data to third parties or among Provider personnel) is strictly prohibited. Work-related services such as Slack or your company email should be exclusively employed for such purposes.

5.3 Prohibition of Physical Processing: Any physical processing of Personal Data, including but not limited to the use of printed documents, is expressly forbidden.

5.4 Secure File Transfer: Use secure file transfer protocols (e.g., SFTP) for transmitting Personal Data, both internally and externally, to ensure data integrity and confidentiality during transit.

6. End Points

6.1 Data Encryption: All workstations must be encrypted following industry standards (e.g., utilizing FileVault 2/BitLocker).

6.2 Anti-Malware Protection: Workstations must be safeguarded with an anti-malware solution that is consistently updated.

6.3 Screen Lock: Workstations must be configured with a screen lock timeout set to a maximum of ten (10) minutes.

6.4 Data Backup: Regularly back up data on workstations to prevent data loss in case of device failure, and ensure that backups are encrypted and securely stored.

6.5 Software Updates: All workstations must have an operating system version that is within the last two versions.

7. Human Resources

7.1 Confidentiality Commitments: All personnel employed by the Provider are required to accept a confidentiality obligation as an integral part of their employment contract.

7.2 Awareness: The Provider must periodically disseminate information on the security standards outlined herein to all of its personnel.

7.3 Security Training: Conduct periodic security training sessions for Provider personnel to raise awareness of cybersecurity threats and best practices.

8. Divergence

8.1 Any actions that diverge from the established requirements herein must be promptly reported to Fireberry at support@fireberry.com.

8.2 If the Partner implements additional technical and organizational security measures, please notify Fireberry at legal@fireberry.com.

Effective Date: March 11, 2026