This Master Services Agreement (the “MSA”) is made effective as of the date of the execution of the first Service Order (as defined below) by both Parties (“Effective Date”), and is entered into by and between Supercreator Ltd., an Israeli company, number 516610201, (collectively and individually “Supercreator”, “Company”, “we,” “us,” or “our”) and a company, with its registered address at as defined in the Service Order (“Customer” or “you”) (Company and the Customer each a “Party” and together the “Parties”).

This MSA together with the attached Service Order and the DPA attached hereto or any references (the MSA, Service Order(s) and all Schedules and references, together the “Agreement”). 

Unless otherwise specifically agreed by the parties in writing in the applicable Service Order, this MSA shall also govern any subsequent Service Orders entered into between the parties that may change and add up from time to time. Where there is a discrepancy between the MSA and a Service Order the terms of the Service Order will prevail. Where there is a discrepancy between the terms of different Service Orders, the terms of the latter Service Order will prevail.

THIS AGREEMENT SHALL BECOME EFFECTIVE ONLY SUBJECT TO AND UPON THE DATE OF EXECUTION OF A FIRST SERVICE ORDER DULY EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF EACH PARTY.

1. ACCEPTANCE OF TERMS

   1. The use of the Supercreator extension, or any related add-on, plug-in, console, extension or software (collectively, the “App”) is subject to the terms of use, at https://supercreator.app/terms/ (the “Terms of Use”) and to our Privacy Policy at www.supercreator.app/privacy, which forms an integral part thereof. Re-accessing and/or using the App and any of its contents, as updated from time to time, indicates that you have read and understood these Terms of Use and that you have received, accept, consent to, and approve its contents. If you do not agree to these Terms of Use, do not use the App. 

   2. The Terms of Use will apply to any use made by you, the user of the App, and forms a legally binding contract between you or anyone using the App on your behalf and the Company. Without derogating from the foregoing, any use of the App is subject to these Terms of Use and any and all applicable laws, rules and regulations in the country in which the App is being used. The responsibility to read, understand and comply with such applicable law is at your full responsibility as a user. 

2. THE SERVICES

   1. Supercreator’s App provides users data that allow users to easily plan, build, optimize, control, and scale their platform profiles to their needs in connection with social media networks, such as the OnlyFans platform to their needs (the “Services”).

   2. We will provide our Services through the App, and you may access and use it only in accordance with the terms of this Agreement and the online registration page or an order form. 

   3. During the Term, the Company shall provide support and maintenance services in accordance with the Company’s standard support and maintenance service level terms and conditions, as may be amended from time to time.

3. PROPRIETARY RIGHTS 

   1. The Services (and all parts thereof), all reproductions, corrections, modifications, enhancements and improvements thereto, and all data related to your usage thereof, and all Intellectual Property Rights therein or relating thereto, including but not limited to, any modifications or custom features to the Services to be developed by us for your benefit, whether you have requested or instructed or not, are and will remain our exclusive property or our third-party licensors. Any rights therein not explicitly granted you hereunder, are reserved to and shall remain solely and exclusively proprietary to us (or our third-party licensors).

For the purpose hereof, “Intellectual Property Rights” means any patent rights (including, without limitation, patent applications and disclosures), service marks, logos, domain names, copyrights, trademarks, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world whether registered or non-registered. 

1. Any error and bug reports, additional features, ideas, requests, feedbacks, recommendations, comments, concepts and other requests or suggestions related to the Services (collectively, the “Ideas”) that you may provide us be solely owned by us. You hereby irrevocably assign and transfer any Intellectual Property Rights in such Ideas to us, free of charge.

2. We hereby grant you a limited, revocable, non-sublicensable license to use our App to which you have properly gained access, for purposes of receiving our Services, but only for your own personal, non-commercial use (unless you posted the content), and only if you do not modify, make copies of, publish, transmit, distribute, rent, lease, loan, participate in the transfer or sale of, provide others with any portion of, reproduce, duplicate, create new or derivative works from, distribute, perform, or display the content, in whole or in part, including commercial use. 

3. You hereby grant us authorization to use any the data owned or controlled by you, to be collected and processed by our App, to enable the provision of our Services.

1. DATA PROTECTION

   1. The terms of the Data Processing Agreement (“DPA”) attached hereto as Exhibit A shall apply to the processing of personal data, which is part of your content.

   2. The Company reserves the right to take any action as it deems appropriate and in its sole discretion to ensure the security of the Services, including without limitation, requesting further details.

   3. The information you provide upon registration for the App will be stored in the database of the App. The Company’s use of the information about you will be governed by the Company’s Privacy Policy at  www.supercreator.app/privacy.

2. NO WARRANTY

   1. THE SERVICES, THE APP AND ALL CONTENT AVAILABLE ON OR THROUGH THE APP IS PROVIDED ON AN “AS IS” BASIS, WITH ALL FAULTS, AND SUPERCREATOR AND ANY RELATED ENTITIES, DO NOT MAKE AND FULLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHAT SO EVER REGARDING THE SERVICES AND/OR THE APP AND/OR THE CONTENT, ORALLY OR IN WRITING, EXPRESS OR IMPLIED, WHETHER IMPLIED BY THE LAW OR OTHERWISE DERIVED FROM IT, PROCEDURE OR PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING ANY REPRESENTATION THAT USE OF THE APP WILL BE INTERFERENCE OR ERROR-FREE, OR WITH REGARD TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, OR ACCURACY OF THE CONTENT, NON-INFRINGEMENT OR ANY OTHER VIOLATION. 

   2. SUPERCREATOR ​​IS NOT AND WILL NOT BE LIABLE FOR ANY USE OF THE APP OR ITS CONTENT OR FOR RELIANCE ON THEM, AND BEARS NO LIABILITY FOR THE CONTENT, ITS CORRECTNESS AND/OR FOR ANY USE THAT IS MADE OF IT. THE CONTENT IS GENERAL IN NATURE, IT IS NOT A SUBSTITUTE FOR PROFESSIONAL CONSULTATION OF ANY TYPE, AND CUSTOMER SHOULD NOT RELY ON ADVICE RECEIVED THROUGH THE APP FOR THE PURPOSE OF MAKING ANY DECISION IN ANY AREA. 

3. LIMITED LIABILITY

   1. SUPERCREATOR, ITS MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, SUPPLIERS, AGENTS, REPRESENTATIVES, OTHER THIRD PARTIES AND/OR THE HEIRS OF THE ABOVE AND/OR THOSE REPLACING THEM: (A) ARE HEREBY FULLY, COMPLETELY, AND UNCONDITIONALLY EXEMPT FROM ANY AND ALL OBLIGATION AND ARE NOT RESPONSIBLE FOR ANY PART OF THE CONTENT ON THE APP, INCLUDING BUT NOT LIMITED TO THIRD-PARTY CONTENT, SOFTWARE, OR ANY OTHER PART USED IN CONNECTION WITH THE APP OR CONTAINED THEREIN, BEING COMPLETE, ACCURATE, UPDATED, TIMELY, SECURE, INTERRUPTION OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR FOR ANY DECISION YOU MAKE BASED ON ANYTHING CONTAINED OR ACCESSIBLE THROUGH THE APP. 

   2. EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERCREATOR’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THE APP AND ANY AND ALL SERVICES THEREUNDER SHALL NOT EXCEED THE HIGHER BETWEEN (I) THE TOTAL AMOUNT OF FEES PAID BY YOU TO SUPERCREATOR DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES, OR (II) TEN THOUSAND USD ($10,000). YOU BEAR SOLE RESPONSIBILITY FOR ANY DAMAGES AND CLAIMS IN THIS RESPECT, AND YOU CAN IMMEDIATELY STOP USING THE APP, ITS CONTENT AND/OR THE PRODUCTS AND SERVICES PROVIDED THROUGH THE APP. NOTWITHSTANDING ANYTHING SAID ANYWHERE ELSE, THERE IS NO RESPONSIBILITY TOWARD YOU AND/OR TOWARD ANY THIRD PARTY IN CONNECTION WITH THE APP AND/OR ITS CONTENT AND/OR SERVICES AND/OR PRODUCTS PROVIDED IN CONNECTION WITH THE APP, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR ECONOMIC DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, DOCUMENTS, FILES, PROFIT, GOODWILL, DATA AND/OR COMPUTER TIME, RECOVERY OF PROGRAMS AND/OR PURCHASE OF ALTERNATIVE GOODS OR SERVICES, THE COSTS OF DOWNTIME AND/OR THIRD PARTY CLAIMS, ETC., EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, DISCONTINUING USING THE APP OR ITS CONTENT IS YOUR SOLE REMEDY.

   3. Content submitted to the social media in connection with the App or by the Customer using the App, is not under the control of the Company and therefore the Company will not be held liable for them, including with respect to their content, reliability, accuracy, and to any harm, inconvenience, loss or distress caused to you, directly or indirectly, as a result of the use of the content.

   4. Customer content submitted to the website is not under the control of the Company and therefore the Company will not be held liable for them, including with respect to their content, reliability, accuracy, and to any harm, inconvenience, loss or distress caused to you, directly or indirectly, as a result of the use of the Costumer content.

   5. If any provision of these Terms of Use is held to be invalid or unenforceable for any reason, this shall not affect the remaining provisions.

   6. The App may contain links to other websites, materials and Services that are not under our control (“Third-Party Materials”). The inclusion of any link is provided solely as a convenience to you and does not imply any endorsement by us of such Third-Party Materials and we are not responsible for the content or functionality of any Third-Party Materials.

4. INDEMNIFICATION

To the maximum extent permitted by any applicable law, you agree to indemnify, defend and hold, Supercreator and its affiliates, and anyone acting on their behalf, harmless, at your own expense and immediately after receiving a written notice thereof, from and against any damages, losses, demands, costs, liabilities, damages and expenses, including attorney’s fees, legal expenses and expert fees’ and other costs of litigation, resulting or arising from, incurred as a result of or in any manner related to your breach of these Terms of Use or any other use by you of the App on violation of any applicable law.

1. CONSIDERATION AND PAYMENT TERMS

   1. In consideration for the right to use the Services under the terms herein, you will pay subscription fees in the amount and payment terms under the applicable Service Order attached hereto as Exhibit B (the “Consideration”).

   2. The Company shall issue invoices for the Consideration to you, in advance of the period to which they relate.

   3. You shall pay the consideration to the Company within the period specified in the applicable Service Order. You shall pay the Consideration by using such payment details as are notified by the Company to you from time to time.

   4. If the invoice remains unpaid for more than fifteen (15) days, then the Company may suspend further performance of the Services until the payment of the amount in full.

   5. The Consideration does not include taxes, which shall be added as required by law. You shall bear any and all taxes in connection with any payments made to the Company pursuant to this Agreement. You shall be entitled to withhold any taxes as required by law, provided, that if you shall provide the Company with a valid certificate of exemption as applicable therewith, the Company shall remit you any such withholding taxes.

2. TERM AND TERMINATION

   1. The term of this Agreement commences on the date of your subscription to the Services and continues until the first anniversary or otherwise as set forth in the Service Order or as provided below. The term will automatically extend for one year period unless you and the Company have expressly agreed otherwise in the relevant Service Order (the “Term”), which termination shall become effective upon the expiration of the then current Term.

   2. Either you and the Company may, without prejudice to the other rights or remedies available to it, immediately terminate this Agreement if the other party:

      1. Fails to perform its obligations under this Agreement or any Service Order and such failure continues for a period of thirty (30) days following the receipt of written notice;

      2. Ceases to carry on its business substantially as such business was conducted on the date of this Agreement;

      3. Institutes or suffers the institution against it of bankruptcy, reorganization, liquidation, receivership, insolvency or similar proceedings; or

      4. Becomes generally unable to pay its debts as they become due.

   3. The Company will be paid for all Services performed and expenses incurred during the Term up to the date of termination. If you terminate a Service Order or the Agreement without cause while any Service Order remains uncompleted, you shall pay any remaining Consideration, as set forth in such Service Order, unless you and the Company have expressly agreed otherwise in the relevant Service Order. Upon the termination date of this Agreement, the Services granted herein shall immediately terminate (unless otherwise provided in the Service Order), and the receiving party shall immediately return to the disclosing party, or, if disclosing party has provided a written request, destroy and permanently delete, all of the receiving party’s documents and Confidential Information (as defined below), and all other Services’ deliverables (as such shall be further detailed in each Service Order) in its possession or control.

3. CONFIDENTIALITY

   1. Each party will hold the other party’s Confidential Information in strict confidence, use it only subject to the terms of this Agreement, allow its use only by the receiving party’s employees and consultants who have signed in advance a confidentiality agreement containing terms similar to this Agreement and on a need-to-know basis and pursuant to the terms of this Agreement, not make the other party’s Confidential Information available to any third party unless to the extent required by applicable law, implement adequate security measures to ensure against unauthorized access to, use or copying of the other party’s Confidential Information, and notify the other party in writing of any misuse of misappropriation of the other party’s Confidential Information of which the receiving party may become aware; in each case without derogating from the terms of our Privacy Policy.

   2. “Confidential Information” shall include, without limitation any data or information that is proprietary to the disclosing Party, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by the receiving Party, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of the disclosing Party; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the disclosing party; and (vi) any information generated by the receiving party that contains, reflects, or is derived from any of the foregoing. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Information. Each party acknowledges that the Confidential Information is proprietary to the disclosing party, has been developed and obtained through great efforts by the disclosing party and that the disclosing party regards all of its Confidential Information as trade secrets.

4. GOVERNING LAW

You agree that the laws of the State of Israel, excluding its conflicts-of-law rules, shall govern these Agreement. You expressly agree that the exclusive jurisdiction for any claim or dispute with Supercreator or relating in any way to your use of the App resides solely in the competent courts in the city of Tel Aviv-Jaffa district, Israel.

1. FORCE MAJEURE

The Company shall not be liable for any failure to perform its obligations hereunder due to a cause beyond its reasonable control, including without limitation, strike, labor or civil unrest or dispute, embargo, blockage, work stoppage, protest, war, terrorism, or acts of God such as fires, floods, electrical storms, pandemic, and natural catastrophes. In the event of a force majeure, the performance of the Company’s obligations shall be suspended during the period of existence of such force majeure as well as the period required thereafter to resume the performance of the obligation. If the force majeure event continues for more than ninety (90) days the Customer shall be entitled to terminate this Agreement and receive a pro-rata refund for any pre-paid fees for the period following such termination.

1. CHANGES TO THE SERVICES

   1. The Company may change or discontinue the services or provide new, additional, or replacement Services. The Company may, in its sole discretion, at any time, in any way and for any reason, update or delete the App (in whole or in part); the Company may, in its sole discretion, at any time, in any way and for any reason, prevent access to the App (in whole or in part) and/or allow access to certain areas of the App to certain subscribers only. The Company is entitled to make changes or updates to the content or to portions of it, at any time and without prior notice. The content may be out of date. 

   2. In any such case, you will receive a reasonable prior written notification. In the event of a material change to the scope of the services, you may, within thirty (30) days of receipt of the notification of change, choose to reject such new, additional, and/or replacement services. Unless you provide written notice of your rejection within the said thirty (30) days, the new services will promptly take effect.

2. DISCLAIMER

To the extent our App will be benefited by profile owners at the OnlyFans platform, it is hereby acknowledged that OnlyFans is a registered trademark of Fenix International Limited. This App is not affiliated with, sponsored, or endorsed by Fenix International Limited.

1. GENERAL PROVISIONS

   1. Assignability. Either Party may assign and/or transfer and/or subrogate its rights under this Agreement to any affiliated Company subject to a prior written notice to Customer and provided that such assignee has agreed in writing to be bound to the terms and conditions of this Agreement, and either Party may assign and/or transfer its rights under this Agreement in the event of a merger or sale of all or most of the such Party’s assets or shares or any other similar transaction as may be structured, provided that the Customer’s rights under this Agreement shall not be infringed.

   2. Publicity. Subject to the prior written consent of the other Party, each of the Customer and the Company may reference its general business relationship with the Company or the Customer, as applicable, for marketing purposes, including, through references that will be made on its website, and including by using each other’s name, logo and trademarks. Without derogating from the foregoing, and for the purpose of this section, each of the Customer and the Company is permitted to use each other’s name, logo and trademarks during the Term.  

   3. Notices. All notices and demands hereunder shall be in writing and shall be served by personal service, electronic mail, or by mail, at the address of the receiving Party set forth in this Agreement (or such different address as may be designated by such Party by written notice to the other Party). The notice will have been given (a) when delivered by hand, (b) on the next business day, if delivered by a recognized overnight courier, (c) on the third business day if mailed (by certified or registered mail, return receipt requested) or (d) upon confirmed electronic mail. 

   4. Entire Agreement. The recitals, the exhibits and the applicable proposals constitute an integral part of this Agreement. This Agreement constitutes the entire agreement between the Parties relating to the Services and supersedes all prior written or oral understandings, agreements or representations by or between the Parties with respect to these subjects. Any modification or waiver of this Agreement is effective only if it is in writing signed by an authorized representative of both Parties. 

   5. Waiver. No delay or failure by a Party in exercising any right, power or privilege under this Agreement or any other instruments given in connection with or pursuant to this Agreement will impair any such right, power or privilege or be construed as a waiver of or acquiescence in any default. No single or partial exercise of any right, power or privilege will preclude the further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

   6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the Parties actually executing such counterpart and all of which together shall constitute one and the same instrument. Executed counterparts delivered via any means of electronic transmission, including in .pdf format or click-through, shall be deemed as originals.

   7. Severability. If any provision of this Agreement is held invalid, void, or unenforceable to any extent, that provision will be enforced to the greatest extent permitted by law and the remainder of this Agreement and application of such provision to other persons or circumstances will not be affected.

No Third Party Beneficiary. Nothing in this Agreement, expressed or implied, shall confer on any person other than the Parties hereto, or their respective permitted successors or assigns, any rights, benefits, remedies, obligations or liabilities under or by reason of this Agreement or the transactions contemplated herein.