Artist Agreement — Terms and Conditions

These Terms and Conditions (the "Terms and Conditions") apply to the Talent's use of the Company System and to the services provided by Kolamba Ltd. ("Company") in connection with the creation, maintenance and updating of the Talent's profile and the presentation, coordination and facilitation of booking opportunities through the Company System. By completing the online registration and clicking "I Accept", and/or by accessing or using the Company System, the Talent agrees to these Terms and Conditions. These Terms and Conditions constitute the entire agreement between the Talent and Company regarding the Company System and supersede any inconsistent terms, unless expressly agreed in writing by both parties. Capitalized terms not defined herein have the meanings given below.

By completing the online registration, creating a Talent account, and clicking "I Accept", the Talent enters into this Agreement with the Company.

1. Definitions

"Company Platform" means Company's online platform known as Kolamba, through which Talent information, bookings and related data may be managed.

"Company Portal" means the website or other digital environment through which Talent profiles are displayed and through which Hosts may review Talents and submit booking inquiries or requests.

"Talent Dashboard" means any user interface, dashboard, communication channel or application made available by Company to collect, organize, update or present information relating to the Talent or bookings.

"Company System" means the Company Platform, Company Portal and Talent Dashboard, together with related profile management, booking coordination and payment facilitation tools.

"Host" means any organization, community, institution or other customer interested in booking the Talent's services, whether the relevant inquiry, request or booking is made through the Company System or otherwise through Company.

2. Company System and Services

2.1 Subject to the Talent's compliance with the Agreement, Company will provide profile implementation, profile management, promotional display, booking coordination and related payment facilitation services through the Company System. The Talent's rights to use the Company System are non-exclusive, revocable, non-transferable and non-sublicensable, and may be used only for the purposes of this Agreement.

2.2 Company may modify, update or enhance the Company System and the manner in which profiles and booking services are presented or operated. The Agreement will apply to such changes. Company is not obligated to develop or release any specific feature or update.

2.3 The Talent shall comply with all applicable laws in connection with its use of the Company System and the performance of any booking, and shall obtain at its own expense all approvals, visas, permits, licenses and other authorizations required in any relevant jurisdiction.

2.4 The Talent is responsible for providing and paying for all equipment, software, internet access and other resources needed to communicate with Company and use the Company System.

2.5 Company will use commercially reasonable efforts to keep the Company System available, subject to planned maintenance and circumstances beyond Company's reasonable control. The Talent acknowledges that interruptions, delays, errors, security events, network failures and other service disruptions may occur, and Company does not guarantee uninterrupted or error-free operation. Company will not be liable for unavailability, delays, errors or data distortions caused by such events.

2.6 Company may collect and use aggregated or non-identifying information relating to the performance and use of the Company System and related support and services as described in the privacy policy located at kolamba.org.

2.7 The Talent may order additional services through the Company System. Each additional service ordered through the Company System shall be subject to these Terms and Conditions.

2.8 The Talent may also contact the Company's support team via email at: contact@kolamba.org

3. Implementation of the Company System and Talent Profile Data

3.1 Upon the Talent's initial registration, or if Company reasonably determines that re-preparation is required upon renewal, Company will have up to fourteen (14) business days after receiving all reasonably required details, materials and approvals to prepare and implement the Talent's profile. Company may review and approve or reject submitted materials in its discretion. Following completion of such preparation, Company will make the Talent's profile available through the Company System in accordance with the Agreement.

3.2 The Talent shall timely provide all information, biographies, credentials, images, availability details and other materials reasonably required for the creation, maintenance and updating of the Talent's profile, and shall bear any related third-party charges.

3.3 Access to certain parts of the Company System may require account registration. The Talent must provide accurate, current and complete information and is responsible for maintaining account confidentiality and for all activity under its account. Company may access the account to provide support, profile updates, booking coordination or to respond to the Talent's requests.

3.4 The Talent is solely responsible for all data and materials uploaded, submitted or provided by or on behalf of the Talent through the Company System, including account information, biography, credentials, images, descriptions and availability information ("Talent Data"), and for ensuring that Talent Data is lawful and does not infringe or violate any third-party rights.

3.5 Company is not required to monitor Talent Data. If Company reasonably believes that the Talent has breached the Agreement, Company may remove Talent Data and/or suspend the Talent's access to the Company System. Company will use reasonable efforts to notify the Talent and allow a reasonable cure period, unless Company determines that immediate action is required to protect the Company System, Company or other users. The Talent will remain responsible for applicable charges during any suspension.

4. Talent Representations, Obligations and Warranties

4.1 The Talent may appoint an authorized representative or agent to act on its behalf in connection with registration, bookings and communications under this Agreement. Any such action taken by the authorized representative or agent on behalf of the Talent shall bind the Talent.

4.2 The Talent undertakes to: (1) provide accurate, current and complete Talent Data and availability information; (2) promptly update its profile, schedule and any information affecting its availability or ability to perform; (3) obtain and maintain all licenses, permits, visas, work authorizations and approvals required for use of the Company System and performance of bookings; (4) comply with applicable data protection and privacy laws; (5) promptly notify Company of complaints, claims, unauthorized use or material issues relating to the Company System or any booking; (6) reasonably cooperate with Company in connection with support and issue resolution; (7) respond to booking inquiries within a reasonable time and keep availability information current; and (8) once a booking is confirmed, perform in accordance with the agreed terms and bear responsibility for losses, refunds, chargebacks, claims, costs or expenses arising from the Talent's cancellation, no-show, lateness, lack of preparation or other non-performance.

4.3 The Talent acknowledges and agrees that the Company is not responsible for obtaining, securing, verifying, sponsoring, supporting, maintaining or renewing any visa, work permit, employment authorization, entry permit, travel document, governmental approval, license, registration, tax registration, clearance or any other legal authorization required for the Talent to travel to, enter, remain in, work in, perform in or provide services in any jurisdiction in connection with any booking, and all such matters shall be the sole and exclusive responsibility of the Talent.

4.4 The Talent shall not require Company to take any action that would violate applicable data protection, privacy, anti-spam, advertising or consumer protection laws. Company will not be liable for Talent-supplied content, profile information, representations or communications that violate such laws.

4.5 The Talent represents and warrants that it has all rights and consents necessary to provide, process, display and use Talent Data in connection with the services under this Agreement, and that such use will not infringe or violate any third-party rights. Company may suspend the relevant service or remove Talent Data in the event of an alleged infringement or similar claim.

5. Consideration; Booking Fees; Payment Flow

5.1 In consideration for the Company System and the Company Services, the Talent shall pay the Company a booking commission (the "Commission"). During any pilot period designated by the Company, the Commission may be 0%. Thereafter, the Company may introduce or modify the Commission upon at least forty-five (45) days' prior written notice. The Commission displayed in the Talent Dashboard at the time a booking is confirmed shall apply to that booking and shall be deducted by the Company from the booking fees collected from the Host before remitting the remaining balance to the Talent.

5.2 Company may update its prices from time to time upon at least forty-five (45) days' prior written notice to the Talent, except for changes resulting solely from VAT or other taxes required by law.

5.3 All amounts payable under the Agreement are exclusive of taxes unless stated otherwise. The Talent is responsible for taxes applicable to amounts payable to it, other than taxes based on Company's net income. Where required, VAT will be added at the legal rate. As a condition to payment, the Talent shall provide all tax forms and supporting documentation required by law, including any applicable withholding tax exemption or reduction certificate. If such documentation is not provided in time, Company may withhold tax as required by law.

5.4 Unless otherwise specified through the Company System, booking fees payable by a Host shall be paid to Company through the Company System or another payment method designated by Company. Company may deduct its commission, processing fees and other amounts permitted under the Agreement, and will remit the balance to the Talent only after Company receives the relevant funds in cleared and irrevocable form. Company will have no obligation to pay the Talent for amounts not actually received from the Host.

5.5 Overdue amounts payable by the Talent to Company shall bear interest at one percent (1%) per month or the maximum rate permitted by law, if lower. Company may withhold, suspend, defer or offset amounts otherwise payable to the Talent against pending disputes, refunds, chargebacks, breaches or other amounts owed by the Talent under the Agreement.

5.6 During the term of this Agreement and for three (3) months thereafter, the Talent shall not, without Company's prior written consent, directly solicit, negotiate, contract with or provide services outside Company to any Host first introduced to the Talent by Company or identified through the Company System, and any such engagement shall be conducted through Company.

5.7 If the Talent breaches Section 5.6, Company shall remain entitled to the fees, commission and other amounts it would have received had the relevant engagement been processed through Company, without prejudice to any other rights or remedies. The Talent shall promptly notify Company of any direct approach, inquiry or proposal from a Host covered by Section 5.6.

5.8 The parties acknowledge that the restrictions in Sections 5.6 and 5.7 are reasonable and intended to protect Company's legitimate business interests and relationships developed through the Company System.

6. Term and Termination

6.1 The Agreement begins on the subscription start date upon the Talent's registration (or acceptance of this Agreement) and continues for the initial subscription period specified therein, unless earlier terminated in accordance with this Agreement. Unless otherwise specified through the Company System, the Agreement will automatically renew for successive renewal periods unless either party gives at least thirty (30) days' prior written notice of non-renewal before the end of the then-current term.

6.2 Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice. Either party may terminate for material breach if the breach is not cured within fourteen (14) days after written notice. Company may immediately suspend or terminate the Agreement upon written notice if the Talent fails to pay amounts due, fails to perform a confirmed booking, provides false or misleading information, or otherwise exposes Company to material legal, commercial or reputational risk.

6.3 Either party may immediately terminate this Agreement by written notice if the other party becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, ceases business operations or has a receiver appointed over its business and such appointment is not revoked within sixty (60) days.

6.4 Upon termination or expiration of this Agreement:

• Upon termination or expiration, the Talent shall cease all use of the Company System except as expressly permitted by Company. Company may remove or deactivate the Talent's profile and discontinue related services, and shall have no liability for doing so in accordance with the Agreement.
• Within fourteen (14) days after termination or expiration, the Talent shall pay Company all outstanding amounts due under the Agreement.
• Upon termination or expiration, each party shall return or destroy the other party's Confidential Information upon request, except that Company may retain Non-identifying Data and any information it is required to retain by law.

6.5 Termination under this Section 6 is without prejudice to any other rights or remedies available at law or in equity.

6.6 Any provision that by its nature should survive termination or expiration of this Agreement shall survive, including provisions relating to payment obligations, intellectual property, confidentiality, indemnification, limitation of liability and miscellaneous matters.

7. Intellectual Property Rights; Talent Profile License

7.1 All rights, title and interest in and to the Company System, including all Intellectual Property Rights therein and all improvements, modifications and derivative works relating thereto, shall remain the sole and exclusive property of Company. Except as expressly set out in this Agreement, no rights are granted to the Talent.

"Intellectual Property Rights" means all intellectual property and proprietary rights worldwide, including rights in inventions, patents, trademarks, service marks, trade names, domain names, copyrights, designs, trade secrets, know-how and related goodwill, and all applications, registrations, renewals, modifications and derivative works relating thereto.

7.2 Neither party shall remove, modify or obscure any proprietary notice (including copyright notice) of the other party that appears on the Company System, or on any document, copy and/or any media.

7.3 The Talent shall use the Company System only as expressly permitted under this Agreement and shall not, and shall not permit any third party to, reverse engineer, disassemble, decompile, translate, transfer, sublicense, rent or otherwise make the Company System available to any third party except as expressly authorized by Company.

7.4 Company may use feedback provided by the Talent in connection with the Company System without restriction. Company may also collect and use aggregated, non-personal and non-identifying information derived from use of the Company System to improve its services ("Non-identifying Data"). The Talent grants Company a non-exclusive, worldwide, royalty-free license during the term of the Agreement to use, reproduce, display, publish, distribute and adapt Talent Data solely to create, maintain, promote and present the Talent's profile and facilitate bookings under this Agreement.

8. Confidentiality

8.1 Each party shall keep the other party's Confidential Information confidential and shall use it only for the purposes of this Agreement. Disclosure may be made only to employees, contractors or advisers who need to know the information for such purposes and who are bound by confidentiality obligations. Each party shall protect the other party's Confidential Information using at least reasonable care. "Confidential Information" means non-public business, technical, commercial or other proprietary information disclosed by one party to the other, but excludes information that becomes public without breach of this Agreement.

8.2 Without limiting Section 8.1, the Company System and related documentation, guides and materials made available by Company under this Agreement are Company's Confidential Information.

9. Limitation of Liability

9.1 Except as expressly provided in this Agreement, the Company System and Company Services are provided "AS IS". Company disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. Company does not guarantee any minimum number of bookings, any specific commercial result, or payment by any Host, and is not responsible for obtaining any visa, permit, approval or other authorization required for the Talent to perform in any jurisdiction.

9.2 To the maximum extent permitted by law, Company shall not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of revenue, profits, business, data, travel costs, accommodation costs or reputational harm, arising out of or in connection with the Agreement, the Company System or the Company Services, even if advised of the possibility of such damages.

9.3 Company is not responsible for Talent Data or for the Talent's services, performance, legal eligibility, communications or arrangements with any Host. Any agreement relating to a booking between the Talent and a Host is solely between those parties, and Company is not a party to, and bears no responsibility for, the underlying performance of services or any dispute, cancellation, non-performance or communication relating thereto.

9.4 Company shall not be liable for errors, inaccuracies, omissions, harmful code, unauthorized access, service interruptions, loss or corruption of data, or any content or materials made available through the Company System, except to the extent liability cannot be excluded under applicable law.

9.5 To the maximum extent permitted by law, Company's aggregate liability arising out of or in connection with the Agreement, the Company System or the Company Services shall not exceed the fees or commissions actually retained by Company in connection with the specific booking or service giving rise to the claim during the twelve (12) months preceding the claim.

10. Indemnification

10.1 The Talent shall indemnify and hold harmless Company, its affiliates and their respective officers, directors, employees, shareholders, partners and agents from and against any third-party claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or relating to: (i) Talent Data; (ii) the Talent's services or performance; (iii) the Talent's cancellation, no-show, lateness, non-performance or other breach in connection with a booking; (iv) any refund, chargeback or Host claim resulting from an act or omission of the Talent; or (v) the Talent's failure to obtain any required visa, permit, work authorization or other legal approval.

10.2 Company shall promptly notify the Talent of any claim subject to Section 10.1 and shall allow the Talent to control the defense and settlement of the claim, provided that the Talent may not settle any claim in a manner that imposes liability or obligations on Company without Company's prior written consent. Company may participate in the defense at its own expense.

11. Miscellaneous

11.1 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Israel, without regard to conflict of law rules. All claims or proceedings related to this Agreement shall be brought exclusively before the competent courts in Tel Aviv, Israel, and each party irrevocably submits to the exclusive jurisdiction of such courts.

11.2 All notices under this Agreement must be in writing and sent by e-mail, registered mail or personal delivery to the addresses provided by the Talent through the Company System or otherwise designated in writing. E-mail notices are deemed received on the date sent, unless sent on a non-business day for the recipient, in which case they are deemed received on the next business day. Registered mail notices are deemed received on the fifth day after dispatch, or on the next business day if that day is not a business day.

11.3 The Talent authorizes Company, during the term of the Agreement, to use the Talent's name, professional name, biography, images and other Talent Data for the purposes contemplated by this Agreement, including operation, promotion and marketing of the Company System.

11.4 The Talent may not assign this Agreement without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, sale of assets or corporate reorganization. Any amendment to this Agreement must be in writing and signed by both parties, except for operational updates to the Company System that do not materially diminish the Talent's rights under this Agreement.

11.5 The terms and provisions set forth herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any prior communications between the parties, whether oral or written, with respect to such subject matter.

11.6 If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or revoked only to the minimum extent so that this Agreement remains in full force and effect and enforceable in all other respects.

11.7 This Agreement is for the benefit of the parties only, and no third party shall have any right to enforce it.

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