THIS CHAT SERVICES AGREEMENT (the Agreement), is signed on [-] 2025 and entered into force on the Effective Date by and between:

1. [-] (the Chatter) and
2. MEDIAMARS LP a limited partnership incorporated in Israel and having its registered address at 4 Ariel Sharon St. Givatayim, Israel and registered in the local trade register under company number 558163671 (Mediamars).

The parties 1 and 2 are together also referred to as the Parties and individually as a Party.

General

1. Mediamars operates an online B2C business consisting of a Website through which it offers its services to consumers (the Business). Once consumers sign up on the Website, they shall enter into an online agreement with Mediamars. The services offered to consumers consist of an entertainment based chatting experience (the Chat Services).
2. Upon registering on the Website, consumers will be able to receive the Chat Services performed on behalf of female profiles represented by an AI generated image (the Models). Mediamars is interested in purchasing the Chat Services from the Chatter under the terms set out in this Agreement.
3. The Chatter is a professional service provider with expertise in engaging and entertaining online consumers through the exchange of messages and media. The Chatter is willing and able to provide the Chat Services for the benefit of Mediamars.
4. The Parties have been working together since the Effective Date and now wish to record the terms of their agreement in writing in this Agreement.

IT IS AGREED as follows:

1. Definitions and interpretation
   1. Definitions

• 1. Interpretation
     1. reference to “include”, “includes” or “including” means including without limitation;
     2. words importing the singular include the plural and vice versa, words importing a gender include every gender;
     3. the headings are inserted for convenience only and shall not affect the interpretation or construction of this document;
     4. reference to an article, sub-article, clause, sub-clause, paragraph, sub paragraph, annex or attachment are, unless indicated to the contrary, a reference to an article, sub-article, clause, sub-clause, paragraph, sub-paragraph, annex or attachment to this Agreement;
     5. a reference to any agreement (including this Agreement) or other contract includes amendments, supplements and restatements made thereto from time to time;

1. Independent Service Provider
   1. Mediamars and the Chatter acknowledge and agree that the Chatter will be deemed to be an independent service provider in the performance of the Chatting Services under this Agreement and acts for its own risk and account. The Chatter will not be considered or permitted to be an agent, servant, employee, joint venturer or partner of Mediamars.
   2. Though Mediamars shall provide the Chatter with the general direction with respect to the services that needs to be performed, especially the obligations set out in Clause 5 of this Agreement, the Chatter shall use its own independent skill and judgment to determine the method and manner in which it performs the Chatting Services for Mediaamrs under the terms and conditions of this Agreement.
   3. In the event of any claims brought or threatened by any party (including a tax agency) against Mediamars relating to the status, acts or omissions of the Chatter in providing the Chatting Services, the Chatter agrees to cooperate in all reasonable respects to support Mediamars in its defence against such claims, including to support the assertions of independent service provider status made in this Agreement, and the Chatter will indemnify Mediamars for all costs and losses arising from such claims.
2. Term and termination
   1. This Agreement shall commence on the Effective Date. It shall remain in force until it is terminated by either Party taking into consideration a notice period of one week. The Parties remain at all times entitled to terminate the Agreement in mutual consent with immediate effect.
   2. Mediamars shall be entitled to terminate this Agreement at any time with immediate effect upon the occurrence of an Event of Default.
   3. Upon termination of this Agreement, the Chatter shall (i)return to Mediamars all documents, work papers, collected data and other material relating to Mediamars or its Business and containing Confidential Information; or (ii) upon at least 14 days’ prior written notice destroy c.q. delete all such documents, work papers, collected data and other material
   4. Termination of this Agreement shall not affect the accrued rights and obligations of the Parties at the time, nor the continued validity of those provisions which by their nature survive termination to be of full effect such as Clause 2, 6, 9 10, 11, 12 and 14.
3. The Chat Services
   1. The Chatter undertakes to provide the Chat Services to the best of its abilities with the purpose of offering the consumer an entertaining and engaging online experience. The Chatter warrants that its Chat Services shall at all times comply with the obligations set out in Clause 5 (Chatter Obligations),
   2. In providing the Chat Services, the Chatter shall generate and maximise for the consumer a joyful online experience by identifying the consumer’s interests and passions and exchange texts and media which relate to said interests and passions in an effort to engineer meaningful interactions.
   3. Should the Chatter have reasonable grounds to conclude that a consumer is acting in a way which breaches applicable laws, violates the Website terms and conditions or is of such bad taste which harms Mediamars’ reputation, the Chatter shall be obliged to immediately notify Mediamars of said consumer in order to enable Mediamars to, at its discretion, prohibit said consumer’s further access to the Website.
   4. The Chatter herewith Agrees that all Intellectual Property Rights in relation to Mediamars and its Business are, shall be and shall remain the sole property of Mediamars, which shall include (but not be limited to) the ownership rights to (i) all content which is exchanged with the consumers (existing and newly generated content, i.e. text, audio, images, video etc. regardless of how the content is created and whether it is created by the Chater or anyone else); and (ii) all data, of any kind, provided or inferred, in relation to the exchanges with the consumers.
4. Payments
   1. In exchange for its Chatting Services, the Chatter is entitled to a fee which shall be agreed between the Parties and confirmed in writing either per e-mail or a separate document.
5. The Chatter Obligations
   1. The Chatter shall not (and shall not authorize, assist or encourage any third party to):
      1. provide the Chat Services to any consumer who is under 18 years old or, alternatively, under the legal adult age in the jurisdiction where the consumer resides. Mediamars shall put policies in place to prevent any minors from accessing the Website. As part of said policies, Mediamars also requires its Chatters to be vigiliant of the prohibition to expose minors to the Chat Services and thereby mandates the Chatter to, if and insofar it has reasonable grounds to assume that a consumer is not of legal (adult) age, to immediately cease its Chatting Services vis a vis said consumer, promptly notify Mediamars of said consumer and cooperate with Mediamars in preventing said underage consumer from accessing the Chat Services in the future;
      2. either explicitly or implicitly misrepresent to consumers the characteristics of the chatting experience offered on the Website. The main characteristic of the chatting experiences offered to consumers consists of enabling consumers to chat with a non-real (i.e. fantasy) profile about adult and non-adult themes, whereby the fantasy profile image does not represent the person who is actually chatting with the consumer and whereby there is no possibility of a physical encounter (a date or otherwise) or a relationship between the consumer and the profile. The Chatter is obliged to ensure that its Chat Services will not include any express or implied statements or the creation of any impression in any way which conflicts with the characteristics of the chatting experience as set out in this Clause 5.1(b). This also means Chatters are not allowed to offer any services other than the Chatting Services in line with this Agreement and the main characteristics set out in it, i.e. they are not allowed to offer consumers any private meetings and or services of a sexual nature;
      3. exchange any messages, audio, images or video which are intimidating, unwanted, harmful or disrespectful towards the consumer or in any other way violate norms of decency and professionalism owed to the consumer under law or equity;
      4. exchange or use any text messages, audio, video or imagery which (i) in any way breaches the intellectual property rights owned by third parties; (ii) depicts any content (imagery or video) related to females who are (or look like they are) below 18 years of age; or (iii) in any other way are in breach of applicable law or of bad taste which may be harmful to Mediamars’ brand.
6. MONITORING RIGHTS
   1. Mediamars shall have the right, on an ongoing basis, to monitor the Chatting Services, as applied by the Chatter, and to assess whether it complies with the terms of this Agreement. The Chatter shall, at first demand, answer any questions and provide Mediamars with any cooperation and information required for it to successfully conduct its monitoring rights pursuant to this Clause 6.1.
7. WARRANTIES
   1. The Chatter makes the warranties under this Clause 7 on the date of this Agreement and on a continuous basis throughout its term:
      1. The Chatters (in case of a legal person) warrants that it is validly existing and registered under the laws of its jurisdiction and has the power to carry on its business as conducted.
      2. The Chatter warrants that the obligations assumed by it under this Agreement are legal, binding and enforceable obligations and it has the power to enter into them.
      3. The Chatter warrants that its entry into and performance of the obligations in this Agreement do not and will not conflict with any applicable law or regulation or with any agreement or instrument binding on the Chatter.
      4. The Chatter warrants that it has to date not been subject to any criminal or regulatory investigation in any country in the world.
      5. The Chatter warrants that it shall comply with Clause 5 of this Agreement titled ‘the Chatter’.
      6. The Chatter warrants that the Chatter itself, i.e. any natural person performing the Chatting Services on behalf of the Chatter, is of legal adult age in the jurisdiction of its residence.
8. Assignment and Transfer
   1. The Chatter acknowledges and hereby agrees and consents (in advance) that Mediamars shall have the right to assign or otherwise transfer this Agreement, and/or certain rights and/or future obligations hereunder, to any entity under similar ownership as Mediamars. The Chatter shall fully cooperate with Mediamars to take any actions necessary for the transfer of any rights and/or obligations under this Agreement or the transfer of this Agreement itself.
   2. The Chatter may not transfer or assign any rights or claims under this Agreement (whether by operation of law or otherwise) to any third party, without the prior written approval of Mediamars.
9. Liability
   1. Mediamars shall carry no liability, on any ground, for losses or damages suffered by the Chatter as a result of defects, errors, interruptions or other malfunctioning of its Website network, , software and systems.
   2. Mediamars shall carry no liability for any losses or damages of the Chatter resulting from any indirect or consequential damages suffered by the Chatter as a result of any breach or actions by Mediamars. Nor shall it be liable for any loss or damages due to a failure to perform its obligations under this Agreement because of forces beyond its reasonable control (force majeure), such as (but not limited to) the enaction of new laws, pandemics, breakdowns of systems, loss of data, actions by banks and other financial institutions etc.
   3. The cumulative liability of Mediamars for any claim under this Agreement, being a claim for damages (including under tort), performance or dissolution shall be capped at the lower of USD 7.500,- or the amount it has earned from selling the Chatting Services to its consumer over a period of six months prior to the event triggering the liability of Mediamars.
10. Indemnification
    1. The Chatter shall indemnify and hold harmless Mediamars, its directors, officers, shareholders, agents, employees, successors and assigns (together: the Indemnified), for and against all actions, claims, demands, fines, liabilities, losses, costs, fees (including reasonable fees of attorneys and other external advisers) damages and expenses suffered or incurred by the Indemnified, or imposed upon or instituted against the Indemnified by any third party (being a consumer, private entity or governmental entity), resulting directly or indirectly from, or connected in any way to (i) any (alleged) breach, non-performance or non-observance by the Chatter of its obligations and warranties under this Agreement or (ii) any (alleged) breach by the Chatter of rights of third parties including but not restricted to intellectual property rights or; (iii) any (alleged) breach by the Chatter of its obligations under any laws governing its activities, including (but not limited to) consumer rights laws and data protection laws,
11. Data Protection
    1. The Parties shall comply with all applicable data protection legislation (including the General Data Protection Legislation) in relation to their handling of the personal data of the consumers with whom the chatting takes place. A part of this compliance, the Parties have entered into a Joint Controller Agreement as attached under Attachment 1.
12. Confidentiality
    1. Each Party shall, and where relevant shall procure that its representatives and each other person to whom it discloses Confidential Information or to whom Confidential Information is disclosed at its request, shall keep confidential and not disclose or make available to anyone any information of a secret or confidential nature with respect to the Parties and their respective businesses (the Confidential Information), unless and to the extent the Confidential Information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by that Party or any third party, in which case such information shall no longer be deemed to form part of the Confidential Information.
    2. A Party may disclose Confidential Information only:
       1. with the prior written approval of the other Party;
       2. to the extent required by law or pursuant to an order of a governmental entity;
       3. to the extent required for the purposes of fulfilling its obligations under this Agreement;
       4. to the extent reasonably required to conduct the defense of a claim or to enforce any rights or to exercise any remedies under this Agreement;
       5. to that Party’s representatives and those of any member of its group but only to the extent necessary and provided that before any such disclosure is made, the person to whom such disclosure will be made is informed of and instructed to adhere to the terms of this Clause as if bound by them;

provided that if a Party is required by law or pursuant to an order of a governmental entity to disclose any Confidential Information, it shall promptly notify the other Party. The Party required to disclose Confidential Information shall, if reasonably possible and lawful, co-operate with the other Party with regard to the timing and content of such disclosure, or any action which the other Party may reasonably elect to challenge such requirement.

• 1. For the avoidance of doubt, the Chatter shall be prohibited, under any circumstance, from disclosing any information regarding Mediamars (regardless whether the information qualifies as Confidential Information) to journalists, bloggers or other members of the media and/or owners of (online) publications. In case of any approach by journalists and the other aforementioned categories of individuals, the Chatter shall provide no comment and immediately notify Mediamars of the said approach.
  2. The Chatter further agrees that, in the event any person or party seeks to obtain the Confidential Information by any means, including demand, inquiry by a journalist or reporters, discovery request or court order, the Chatter shall if permitted to do so by the applicable law immediately notify Mediamars prior to disclosing the requested Confidential Information and shall cooperate with Mediamars in responding to such demand, discovery requests or court order so as to minimize the disclosure of Confidential Information.
  3. The Chatter shall, at the request of Mediamars, promptly and without charge to Mediamars (i) at Mediamars’ election, either return to Mediamars or destroy all carriers of Confidential Information which it has obtained from Mediamars and which the Chatter has provided to its employees, partners or advisors, and also all copies thereof which are in their possession at that time; and (ii) delete all Confidential Information, other than any information which the Chatter is required to keep by law, received from Mediamars that is at that time stored in the Chatter’s or in its advisors', partners’ or employees’ computer system, files, or both.

1. Amendment and Waiver
   1. This Agreement shall not be amended or modified, except in writing when duly signed by the authorized signatory of each Party. Any amendment, addendum and appendix so signed shall constitute a part of this Agreement.
   2. A waiver of any right or remedy under this Agreement shall only be effective if given in writing and executed by or on behalf of the Party giving the waiver and shall not be deemed a waiver of any right or remedy in respect of any subsequent breach or default.
2. Applicable Law and Dispute Resolution
   1. This Agreement and any claims related are governed by and will be construed in accordance with the laws of Israel.The competent court in Israel shall have exclusive jurisdiction in relation to all disputes arising in connection to this Agreement.

ATTACHMENT 1

THE JOINT-CONTROLLER AGREEMENT

THIS JOINT CONTROLLER AGREEMENT (the Agreement) is made on [-] April 2025 and entered into on the same date between:

1. Mediamars LP, a limited partnership incorporated in Israel and having its registered address at 4 Ariel Sharon St. Givatayim, Israel and registered in the local trade register under company number 558163671 (“Mediamars”)

and

1. [CHATTER] (the Chatter)

The Parties are collectively referred to as the Parties or Joint Controllers and individually as a Party.

General

1. Mediamars operates an online B2C business consisting of a website through which it offers its services to consumers. Once Consumers sign up on the website, they shall enter into an online agreement with Mediamars. The services offered to consumers consist of an entertainment based chatting experience (the Chat Services).
2. The Chatter is a professional service provider with expertise in engaging and entertaining online consumers through the exchange of messages and media. The Chatter is willing and able to provide the Chat Services for the benefit of Mediamars.
3. Mediamars and the Chatter have together entered into a Chat Services Agreement. This current Agreement constitutes an annex to the Chat Services Agreement. Under the Chat Services Agreement, Mediamars and the Chatter shall engage in the processing of personal data of Consumers. The Parties wish to set out in this Agreement the terms which shall govern their roles and said processing of personal data.
4. A description of the Processing activities and the categories of Data Subjects is attached as Appendix 1.

IT IS AGREED as follows:

1. Definitions
   1. Definitions

1. THE TERM
   1. This Agreement shall commence on [-] April 2025 and shall continue for as long as the Chat Services Agreement remains in force.
2. JOINT CONTROLLERS
   1. In respect of the Processing of any Personal Data presented by Consumers in their chat exchanges, the Parties acknowledge and agree that Mediamars and the Chatter, who has considerable influence on the direction and content of the chats, shall be Joint Controllers.
3. RESPONSIBILITIES, ROLES AND RELATIONSHIP TOWARDS DATA SUBJECTS
   1. Each of the Parties undertake to comply with the general principles of data protection as set out in article 5 of the GDPR.
   2. Due to the nature of the Processing and taking into account considerations of practicality and the expectations of the Data Subjects, the Parties agree that Mediamars shall be responsible for providing Data Subjects with the necessary information on the Processing of their Personal Data pursuant to the GDPR. In its privacy notice, Mediamars shall inform the Data Subjects that Mediamars shall be their contact for any exercise of the Data Subject rights under the GDPR.
   3. Notwithstanding the notification under Clause 4.3 that Mediamars shall be the point of contact for Data Subjects, pursuant to the GDPR, Data Subjects shall nevertheless be entitled to reach out to each of the Joint Controllers with requests. The Parties shall handle such requests in accordance with their internal processes and applicable data protection requirements. The Parties shall furthermore cooperate and, when requested, provide each other with effective assistance in handling any Data Subject requests.
4. MANAGING DATA BREACHES
   1. The Parties shall cooperate as necessary to facilitate the identification of a Data Breach and coordinate their actions thereafter.
   2. Each Party is responsible for managing a Data Breach which occurs as a result of an infringement of that Party’s obligations under this Agreement and the GDPR. In case of a Data Breach, the responsible Party shall document the Data Breach and notify the other Party at the latest within 48 hours of becoming aware of the Data Breach. It shall furthermore notify its country’s relevant data protection authority within 72 hours after becoming aware of the Data Breach, unless the Data Breach is unlikely to result in a risk to the rights and freedom of Data Subjects. The Party responsible shall inform the other Party of such notification.
   3. Subject to the exceptions listed in article 34(3) of the GDPR, the Party responsible for the Data Breach shall communicate that Data Breach to the Data Subjects concerned if the personal Data Breach is likely to result in a high risk to the rights and freedoms of the Data Subjects. The Party responsible shall inform the other Party of such notification.
   4. The Party responsible for a Data breach shall maintain a record of the Data Breach, including the facts relating to the Data Breach, its effects and the remedial action taken, which shall be made available to the relevant data protection authority on request.
5. SECURITY, TECHNICAL AND ORGANISATIONAL MEASURES
   1. The Parties shall each implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of Processing, including inter alia as appropriate:
      1. the pseudonymisation and encryption of Personal Data;
      2. the ability to ensure the ongoing confidentiality, integrity, availability and resilience of Processing systems and services;
      3. the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and
      4. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of Processing.
6. APPOINTMENT OF PROCESSORS
   1. The Parties shall only use a Processor if the Processor provides sufficient guarantees to implement appropriate technical and organisational measures in such a manner that Processing will meet the requirements of the GDPR and ensure the protection of the rights of the Data Subjects.
7. COMPLIANCE WITH DATA PROTECTION LEGISLATION
   1. The Parties shall each maintain a record of the Processing activities under its responsibility in accordance with their respective obligations under the GDPR, which shall be made available to the data protection authority on request.
   2. The Parties shall ensure that the Personal Data undergoing Processing are adequate, accurate, relevant and limited to what is necessary.
   3. The Parties shall ensure a transparent information and communication to Data Subjects of their rights.
   4. The Parties shall ensure that persons authorized to Process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
   5. The Parties shall co-operate with the data protection authority on request in respect of the performance of its tasks under the Agreement.
   6. The Parties shall, upon request, provide Data Subjects with information on the essence of this Agreement.
   7. Where required under the GDPR, Parties shall carry out any required privacy impact assessments in respect of the envisaged Processing under this Agreement and ensure that any such privacy impact assessment is conducted in accordance with the GDPR.
   8. Where any conducted privacy impact assessment concludes that the envisaged Processing under the Agreement would result in a high risk to the rights and freedoms of Data Subjects, Partner shall be responsible for consulting with the data protection authority and/or obtaining any prior authorisation from the data protection authority in respect of such Processing in accordance with the GDPR.
8. TRANSFERS OF PERSONAL DATA OUTSIDE OF THE EUROPEAN ECONOMIC AREA (EEA)
   1. A Party shall not transfer Personal Data to any country outside the EEA unless the Party can ensure an adequate level of protection and safeguards in respect of the Personal Data so as to ensure compliance with the GDPR.
9. AMENDMENT AND WAIVER
   1. This Agreement shall not be amended or modified, except in writing when duly signed by the authorised signatory of each Party. Any amendment, addendum and appendix so signed shall constitute part of this Agreement.
   2. Except as otherwise provided in this Agreement, no omission or delay on the part of any Party in exercising any right or remedy under this Agreement or by law shall be construed as a waiver thereof or of any other right or remedy, nor shall it prejudice or impair any further exercise of such or any other right or remedy.
   3. A waiver of any right or remedy under this Agreement shall only be effective if given in writing and executed by or on behalf of the Party giving the waiver and shall not be deemed a waiver of any right or remedy in respect of any subsequent breach or default.
10. COUNTERPARTS
    1. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument.
11. GOVERNING LAW AND JURISDICTION
    1. This Agreement, any claims related thereto or based thereon and any non-contractual obligations arising out of it or in connection with it (whether based on the Agreement, a related agreement or an unlawful act) are governed by and will be construed in accordance with Israeli law.
    2. The competent courts in Israel will have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement).

Signed on the date of this Agreement