PUBLISHER AGREEMENT

Please read carefully the terms of this Publisher Agreement (the "Agreement") before creating an application by using the “Environment” (as defined below). This Agreement is available online at http://www.sitevacuum.com/PUBLISHER-AGREEMENT.aspx. By approving this Agreement as set forth below, you also agree to be bound by the Privacy Policy and Website Terms of Use available at http://www.sitevacuum.com (the “Website”).

A. DEFINITIONS

For purposes of this Agreement, the following terms will have the meanings set forth below:

Application: The application created by the Publisher using the Environment which can be installed by End-Users as a desktop application, providing End Users with various features, components and content offered by Company, Publisher and/or other third parties.

Application Components: features within the Application available for the use by the End-Users (such features may include but are not limited to: search engine, radio, RSS feeds, web gadgets, alert boxes, links etc.).

Application Default Web-Search Engine: the primary web-search engine available within the search-box component of an Application.

Application Privacy Policy: A statement created by Company regarding its privacy policy with respect to the use of the Application by Publisher which is available at http://www.sitevacuum.com

Company: means UDSide Ltd.

Publisher: an individual or entity that creates an Application using the Environment. Identifying details o f Publisher are as provided by Publisher during the registration process upon creating an Application using the Environment.

Publisher Materials: logos, marks, links, images, texts, applications, and any other content which is added by Publisher to the Application and/or the Hosted Pages, content on Publisher Website, and/or the technology used by Publisher in connection with the Publisher Website or Application (other than trademarks, trade names, content, service marks or logos owned or licensed by Company).

Publisher Website: Any domain and/or web site owned and/or operated by Publisher or by a third party licensed by Publisher.

End-User: an Internet user who downloads and installs an Application created by Publisher using the Environment.

Environment: The Company on-line platform or web portal through which Publisher can create, maintain and customize Applications and Application Components.

EULA: End-User License Agreement provided exclusively by Company, which End-Users must approve upon installation of any Application created using the Environment.

Hosted Pages: mean web pages which are automatically generated in the Environment for each Application. The Hosted Pages contain content which is generated by the Publisher and content and/or component generated by Company. Publisher may opt not to use the Hosted Pages.

Web-Search Results Page: a web page that is generated for each referral of search query to the Application Default Web-Search Engine. The Web-Search Results Page includes the results of the search query and a search-box for continuous searches of the same web-search engine.

B. APPROVAL

Publisher may approve the terms of this Agreement by either signing this Agreement and sending it to Company or by checking the box next to the sentence: “I agree to the terms and conditions of the Publisher Agreement” when creating an Application using the Environment (or similar language that indicates the Publisher’s consent). Company shall have the right, in its sole discretion, to accept or decline Publisher’s entry into this Agreement. Do not select “I agree to the terms and conditions of the Publisher Agreement” button or use the Environment until you have carefully read, understood, and agreed to the term of this Agreement. Publisher hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

Each individual or entity that uses the Environment to create an Application will be deemed to have consented to being subject to the terms of this Agreement and the Application Privacy Policy.

C. CUSTOMIZATION

Company shall provide Publisher with on-line access to the Environment based on the email address and password chosen by Publisher when registering. Publisher agrees to notify Company in writing of any unauthorized and/or fraudulent use of the password.

Company shall grant Publisher the exclusive right to create modify and maintain its Application using the Environment, all subject to and in accordance with the terms of this Agreement.

Company shall maintain and support various Application Components and other tools available for Publisher to implement in its Application using the Environment. Notwithstanding the foregoing, Company retains the exclusive right to determine which Application Components will be available for the use of Publisher in the Environment. Furthermore, Company retains the exclusive right to add or remove components or other tools from the Environment or change the settings and/or appearance of the Environment at any given time and without prior notice to Publisher.

Company retains the exclusive right to dynamically update Application Components or application software versions without prior notice to Publisher.

Company shall host the following files and/or data on its servers: (i) application settings made by Publisher using the Environment, (ii) application installation file, and (iii) the Hosted Pages.

Company shall provide Publisher with a link to a page hosted on Company servers from which End-Users may download the Application created by Publisher.

Company retains the exclusive right to determine and/or change the definitions of the Application Default Web-Search Engine. Publisher shall not modify the Application settings so that the Application Components or the Application search-box may link or refer to Application Default Web-Search Engines competing with or similar to the Application Default Web-Search Engine selected by Company.

Publisher shall not refer searches to the Web-Search Results Page from any place other the search-box component on his/its Application.

Publisher shall not encourage End-Users or any third party to generate false searches in the Application Default Web-Search Engine and/or in the Web-Search Results Page, or to generate false clicks within the Web-Search Results Page. False searches may include but are not limited to automated and/or fraudulent searches, or searches for purposes other than retrieval of information and internet browsing in good faith. False clicks may include but are not limited to: automated and/or fraudulent clicks on ads or sponsored links, or clicks for purposes other than retrieval of sponsored information in good faith.

D. LICENSE

Subject to the terms and conditions of this Agreement, Company grants to Publisher a limited, personal, non-exclusive, non-assignable, non-transferable, non sub-licensable and royalty-free license during the term of this Agreement to create and/or modify an Application using the Environment, and promote and distribute such Application, in each case solely in connection with the exercise of Publisher’s rights under this Agreement and subject to the terms hereof. All rights not specifically granted herein shall be retained by Company.

Publisher may use the Application and/or Environment, whether in whole or in part, solely as explicitly permitted under this Agreement. Publisher shall not (i) sell, assign, rent, lease, distribute, market, disclose, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to, the Application, and/or Environment or any part thereof, or (ii) undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Application and/or Environment or any part thereof.

Publisher acknowledges that all right, title and interest in the Application (excluding Publisher Materials), Environment and related Company technology are exclusively owned by Company and/or its authorized licensors, and that no right other than the limited license granted herein is provided to Publisher. Publisher shall not assert any copyright, trademark or other intellectual property ownership or other proprietary rights in the Application, Company technology, or in any element, derivation, adaptation, variation or name thereof.

The Application customized by Publisher shall not include and/or be promoted using any logos or trademarks of Company, unless and to the extent that Company adds its own button, logo or any other branded component to the Application. Publisher shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin or source, any Company trademarks, service marks or trade names, or any word or mark confusingly similar to them in any jurisdiction. Publisher may not issue any press release or other public statements regarding this Agreement without Company’s prior written approval.

E. ABUSIVE ACTIVITY

Publisher shall not create, distribute, promote or use the Application in any abusive manner and shall not use content or services in connection with the Application and/or Publisher Website from a third party which is engaged in abusive activity. The following (including, but not limited to) will be considered abusive: (i) activities violating local, state or international law; (ii) activities affecting the security or privacy of End-Users; (iii) the use of illegal or inappropriate content; (iv) the use of content related to pornography, nudity, or harassment of individuals or groups; (v) inappropriate use of public or private infrastructure; and (vi) unauthorized use of content which is protected by intellectual property rights and/or any other proprietary rights.

Company has the right to dynamically remove any and all content from Application and/or take any measures needed to prevent or correct abusive activity at any time and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content), or for no reason at all.

Publisher shall not distribute or promote the Application by bundling the Application installation file with any other application or software or as a part of such package, without obtaining a prior explicit approval from Company in writing.

Publisher shall not distribute the Application to End Users unless the Application is accompanied by the EULA. For removal of doubt, Publisher shall not modify or change any of the terms provided in the EULA. Publisher will use best commercial efforts to ensure that such End Users comply with the terms of the EULA and will inform Publisher promptly of any violation, infringement or breach thereof.

F. REPRESENTATIONS AND WARRANTIES

Company does not warrant that the Company server or the Application will meet all of Publisher’s requirements or that performance of the Company server or the Application will be uninterrupted or error-free. COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES, OR FOR ANY THIRD PARTY SITES THAT CAN BE LINKED THROUGH THE APPLICATION. THE APPLICATION AND THE ENVIRONMENT ARE PROVIDED BY COMPANY TO PUBLISHER OR PUBLISHER’S END-USERS “AS IS”. COMPANY, ITS LICENSORS AND SUPPLIERS MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.

Publisher represents and warrants that: (i) it has full power and authority to enter into this Agreement, (ii) the Publisher Materials are owned or validly licensed for use by Publisher or are in the public domain and it shall be solely responsible for all Publisher Material (including but not limited to third party content that it may have added to his/ITS Application), (iii) the Publisher Materials do not: (a) constitute defamation, libel, obscenity, hate, or discrimination; (b) violate applicable law or regulations; (c) infringe or violate any copyright, patent, trademark or other similar intellectual property rights and/or other proprietary rights; (d) otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; and/or (e) constitute and/or shall not cause any consumer fraud; (iv) Publisher is solely responsible for any content published on the Application, Hosted Pages or content that End-Users may be referred to by use of the Application that was made available by Publisher or by a third party affiliated with Publisher or on his/its behalf; (v) the Publisher Materials do not contain advertisements which appear in an unreasonable manner or exceed a reasonable number; (vi) it shall comply with all the terms specified in the Application Privacy Policy, (vii) it is solely responsible for the Publisher Website including all materials posted thereon and that the Publisher Website and any material on the Publisher Website (including but not limited to software, content, products, services, trademarks) shall not infringe or violate any copyright, patent, trademark or other similar intellectual property rights of any third party, and (viii) it shall not bind Company to any agreement, undertaking or obligation nor incur any liability on behalf of Company or make any promises or give any warranties or guarantees in respect of Company and/or the Application, except such as are specifically authorized by Company in advance and in writing.

G. INDEMNIFICATION

Publisher shall indemnify, hold harmless, and defend Company and its affiliates from any and all losses, liabilities, damages, expenses and costs (including attorneys’ fees) incurred thereby arising out of any claim brought by a third party related to: (a) the non-fulfillment of any agreement, covenant or obligations of Publisher in connection with this Agreement; (b) any breach of any warranty or representations made by Publisher hereunder; and/or (c) any infringement that arises out of, results from or is in connection with the Publisher Materials. Publisher will not enter into any settlement or compromise of any such claim without Company’s prior written consent.

H. LIMITATION OF LIABILITY

COMPANY AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCT LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT COMPANY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL COMPANY’S AND ITS LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE APPLICATION AND/OR ENVIRONMENT, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED $1,000 (ONE THOUSAND US DOLLARS). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO PUBLISHER.

I. TERM/TERMINATION

The term of this Agreement (the “Term”) shall commence on the date Publisher accepts or agrees to the terms and conditions of this Agreement as set forth above and shall continue in force thereafter, unless terminated as provided herein.

Either party may terminate this Agreement on written notice to the other party for any reason and without liability for such termination upon 7 (seven) days prior notice.

Company may terminate the Agreement immediately upon notice to Publisher in the event of the following: (i) Publisher breaches any covenant, representation and/or warranty of this Agreement; (ii) Publisher engages in any acts prohibited by this Agreement; and/or (iii) Publisher engages in any action that, in Company’s sole discretion, reflects poorly on Company, its reputation or goodwill.

Upon the termination of this Agreement for any reason, all rights granted herein to Publisher, including any license rights, shall terminate immediately, and Publisher shall immediately cease using the download link to the Application.

Upon the termination of this Agreement, Company shall have the exclusive right to remove Publisher’s Application from the Company’s servers, disable the Application, modify the Publisher’s Application or replace the Application with a different application published by a third party.

J. CONFIDENTIALITY

During the Term of this Agreement, Publisher may have access to certain non-public information of Company, which information a reasonable person would consider confidential or which is marked as 'confidential' or 'proprietary' (together, the “Confidential Information”). Publisher agrees (i) not to disclose any Confidential Information to any third parties, (ii) not to use any Confidential Information for any purposes except to carry out its/his rights and responsibilities under this Agreement and (iii) to keep the Confidential Information confidential using the same degree of care Publisher uses to protect its own confidential information, which shall in any event be at least a reasonable degree of care.

At any time upon the written request of Company, Publisher shall return to Company, or destroy subject to Company’s written instructions, all Confidential Information in tangible form in its possession.

Unauthorized disclosure or use of Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages. Publisher agrees and acknowledges that money damages are not a sufficient remedy for any breach of this Agreement by the Publisher and that Company shall be entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof, in addition to any other remedies available under law or in equity.

K. APPLICATION PRIVACY POLICY; APPLICATION SECURITY

Company is committed to respecting the privacy of End Users and the confidentiality of their personal data.

Publisher shall not utilize the Environment or any Application Component to violate the privacy rights of End Users, or any other third parties. Publisher shall comply with the application’s privacy policies published by Company from time to time at the Website.

Company shall provide Publisher with a hosted privacy page that includes information about the Application Privacy Policy as set by Company ("Privacy Page"). Company will provide every Application that was created using the Environment with a link to the Privacy Page.

Publisher shall not utilize the Environment or any Application Component to create a security hole or to pose any kind of security threat to the End Users ("Security Breach"). Security Breach may include (but is not limited to) all types of the following: spyware, adware, viruses, and/or malicious/exploiting component.

In case a Security Breach or a violation of privacy rights is detected, Publisher shall immediately remove the Security Breach or privacy violation and inform the End Users and Company regarding such Security Breach or privacy violation and its applicable remedy. This remedy is in addition to and does not derogate from any other legal remedies to which Company may be entitled in connection with such Security Breach.

Publisher agrees to indemnify, defend and hold harmless Company, its officers, directors, employees, affiliates and agents from any and all claims, losses, damages and expenses (including attorneys’ fees) made by any third party due to or associated with the violation of End-User’s privacy rights or creating a Security Breach by Publisher.

L. MISCELLANEOUS

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement (including without limitation Sections F, G, H, I, J and K above and this Section L), shall be deemed to survive for as long as necessary to fulfill such purposes. Publisher may not assign its/his rights and/or delegate its obligations under this Agreement without Company’s prior explicit written consent. Company may assign its rights and/or delegate its obligations under this Agreement without Publisher’s consent. This Agreement will be governed and construed in accordance with the laws of the State of Israel, without regard to conflict of law principles. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

The email address provided by Publisher upon creating an Application using the Environment shall be regarded as the address for delivery of notices according to this Agreement unless Publisher updates the email address in its SiteVacuum account and receives confirmation from Company regarding receipt of such change.

Company retains the exclusive right to modify any of the terms and conditions in this Agreement without prior notice to Publisher or prior consent of Publisher. On any particular date, the version of this Agreement available at http://www.sitevacuum.com shall be the version of this Agreement in effect on such date.

PUBLISHER EXPRESSLY ACKNOWLEDGES THAT IT/HE HAS READ THIS AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE AGREE BUTTON, PUBLISHER EXPRESSLY CONSENTS TO BE BOUND BY THIS AGREEMENT.