PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCESSING AND/OR USING THE SERVICE (DEFINED BELOW). BY SIGNING THIS NLPEARL SAAS SERVICE AGREEMENT (“AGREEMENT”), OR CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, OR BY ACCESSING AND/OR USING NLPEARL’S SOFTWARE AS A SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, ON BEHALF OF YOURSELF OR YOUR ORGANIZATION (“YOU” OR “CUSTOMER”), ARE ENTERING INTO A LEGAL AGREEMENT WITH NEURAL WAVE LTD., PERFORMING ITS BUSINESS AS NLPEARL AI (“COMPANY” OR ”NLPEARL”), AND UNDERSTAND AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”). TO THE EXTENT THAT YOU AGREE TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. COMPANY AND CUSTOMER MAY BE COLLECTIVELY REFERRED TO HEREIN AS THE “PARTIES”, AND EACH INDIVIDUALLY AS A “PARTY”.

If the Customer has purchased the subscription hereunder from a partner, reseller or distributor authorized by Company (“Partner”), to the extent there is any conflict between this Agreement and the agreement entered between Customer and the respective Partner, including any purchase order therein (“Partner Order Form”), then, as between Customer and Company, this Agreement shall prevail. Any rights granted to Customer in such Partner Order Form which are not contained in this Agreement, apply only in connection with such Partner. In that case, Customer must seek redress or realization or enforcement of such rights solely with such Partner and not Company.

1. Definitions. The following capitalized terms have the meanings set forth below:

1. “Added Feature” means any optional product, service, feature or functionality which Company makes available to Customer subject to the agreement of additional terms.
2. “Affiliate” of a party means any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect ownership of more than 50% of the voting securities, or the power in fact to direct or cause the direction of the management, of a Person.
3. “Customer’s Environment” means the systems, platforms, services, software, devices, sites and/or networks that Customer uses in its own internal business operations. For clarity, the Customer’s Environment does not include the Service.
4. “Feature” means any module, tool, functionality, or feature of the Service, including without limitation the AI Functionalities.
5. “Intellectual Property Rights” means any and all worldwide rights, titles, and interests in and to any (a) patents, inventions, discoveries, improvements, technical information, data, technology, know-how, designs, drawings, utility models, and specifications, formulas, methods, techniques, processes, databases, computer software and programs (including without limitation object code, source code, and non-literal aspects), algorithms, architecture, records, documentation; (b) copyright and works of authorship; (c) personal rights (such as moral rights, rights of privacy, and publicity rights), location (and similar geography-based) rights; (d) trade secret and similar confidentiality rights; (e) trademark, trade name, trade dress and similar branding rights; and (f) other similar intellectual property or technology, in any form and embodied in any media, anywhere in the world, and whether or not protectable or registrable, as well as all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and all goodwill associated with the foregoing rights.
6. “Person” means an individual, corporation, partnership, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

1. “Pricing Options” means the various plans, packages, and pricing structures offered by the Company for accessing the Service which appears at the following link: https://nlpearl.ai/pricing/, and which include the relevant usage and volume parameters, as well as the commercial terms, agreed between the Customer and Company, and which the Company may change from time to time as specified in Section ‎4.3. 

1. “Subscription Scope” means any Service usage and/or other limitations (such as minutes for the calls, number of phone numbers, or number of agents for the calls) set forth in the Pricing Options. 
2. “Users” means an employee or contractor of Customer authorized by the Customer to access and use the Service.

1. Subscription; Access and Use. 

1. Access Rights. Subject to the terms and conditions of this Agreement, the Company hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to remotely access (i.e. on a SaaS basis) the Company’s proprietary software ( currently called the NLPearl Solution), the Support Services, any other services described under this Agreement or the Pricing Options (collectively, the “Service”) and use it during the Term (as defined below), solely for Customer’s internal purposes in Customer’s Environment. Unless otherwise indicated, the term “Service” also may include any user manuals and documentation (“Documentation”) provided to Customer in connection with the operation of the Service and any paid-for “add-ons” (to the extent expressly set forth in the applicable Pricing Options), and any updates or upgrades that may be made available by Company to its customers from time to time. Customer may only use the Service in accordance with the Documentation (if any), subject to the use limitations indicated in the Pricing Options and applicable law. 
2. Customer’s Environment. Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Service, for ensuring their compatibility with the Service. As between the Parties, Customer controls Customer’s Environment, whether owned, leased or licensed by Customer, and the Customer may decide, at its sole discretion, whether to connect the Service to the Customer’s Environment. Customer is responsible for complying with all applicable third-party terms, policies and licenses governing its and Company’s (solely when operating at Customer instructions) access and use of Customer’s Environment and associated data under this Agreement, and for any costs and expenses related to Customer’s Environment, including establishing integrations or other connection to Customer’s Environment.

By connecting the Service to a Customer’s Environment, Customer hereby grants to Company the right, and is expressly instructing Company, to access and interoperate with that Customer’s Environment during the Term solely as necessary in order to provide and support the Service to the Customer. 

1. Additional Purchases. This Agreement will apply to any new services, features, or functionality which Company may introduce from time to time, unless stated otherwise. Purchases of access to: (i) additional minutes for calls; (ii) additional agents for the calls; (iii) any other type of additional volume; and (iv) any customization of the Services (collectively, “Additional Purchases”), under the Subscription Scope, shall be made if you use the Additional Purchases or if otherwise agreed between the Parties, in each case according to fees and terms and conditions specified under the Pricing Options. 
2. Account Setup. In order to access the Service, Customer is required to set up an administrative account with Company, by submitting the information requested in the applicable Service interface (“Account”), and Customer or User will need to set up a separate sub-account for each User (each, a “User Account”, and references herein to the “Account” shall be deemed to include all such User Accounts if applicable). Customer warrants that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer shall be responsible and liable for all activities that occur under or in the Account. Customer will require that all Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer will ensure that all Users comply with the terms of this Agreement at all times and shall be fully responsible and liable for any breach of this Agreement by a User. Unauthorized access or use of the Service must be immediately reported by Customer to the Company.
3. Hosting. The Service is hosted by a third party hosting services provider(s) selected by Company, and accordingly the availability of the Service shall be in accordance with such hosting providers’ then-current uptime commitments.
4. Support Services. During the Term, and subject to Customer fulfilling all of its payment obligations under this Agreement, Customer will be entitled to receive technical support services as specified under the Support Service Agreement attached hereto as Exhibit A (“Support Services”) and according to the plan specified under the Pricing Options.

1. Professional Services. In the event Customer wishes to receive any additional services from Company which are not included in the Support Services (“Professional Services”) Customer shall send a request to the Company in writing, and, subject to the Company’s consent, in its sole discretion, to provide such Professional Services, such Professional Services shall be set out in sequential Statements of Work (that reference a corresponding price quotation to which it relates) to this Agreement, negotiated and executed by both Parties (each, a “SOW”). Professional Services shall be charged in accordance with the fees and payment terms specified within the applicable SOW. Each SOW is hereby deemed incorporated into this Agreement by reference. To the extent of any conflict between the main body of this Agreement and a respective SOW, the former shall prevail, unless and to the extent that the SOW expressly states otherwise. 
2. Subscription Fees. 
   1. Subscription Fees. Customer shall pay the Company the subscription fees specified under the Pricing Options (“Subscription Fees”).
   2. Other Fees. Customer shall pay Company any other fees or charges specified under the Pricing Options, if any (“Other Fees”, and together with the Subscription Fees, the “Fees”).
   3. Changes to the Pricing Options. For the avoidance of doubt, the Company may change the Pricing Options effective immediately within its sole discretion, provided, that if the change is related directly to the amount of Fees, the change will be in effect following a notification to the Customer and at the next billing cycle.
   4. General. Unless expressly stated otherwise in the Pricing Options: (a) all Fees are stated, and are to be paid, in US Dollars; (b) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) all Fees are due at the commencement of the Term set out in the Pricing Options (billing cycles for the Fees are on a monthly basis) and  all Fees shall be paid by the Customer in advance at the commencement of each billing cycle; (d) all Fees shall be paid by credit card; and (e) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable law. 

Customer may increase the Subscription Scope by paying additional fees as specified under the Pricing Options. Company may track the Customer’s use of the Service to verify that Customer is paying for the correct Subscription Scope and invoice Customer for any additional fees due.

1. Suspension. Company reserves the right to temporarily suspend provision of the Services: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Company deems such suspension necessary as a result of Customer’s breach under Section ‎5 (Subscription Restrictions); (c) if Company reasonably determines suspension is necessary to avoid material harm to Company or its other customers; or (d) as required by law or at the request of governmental entities.
2. Taxes. Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Company’s net income. In the event that Customer is required by any law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction. Any terms or conditions (whether printed, hyperlinked, or otherwise) in a purchase order or related correspondence, which purport to modify or supplement this Agreement (or the Pricing Options), shall be void and of no effect.
3. If Customer purchased a subscription to the Service via a Partner, such subscription is subject to the full payment of the applicable fees as set forth in the Partner Order Form between Customer and the respective Partner. In such event, all payments shall be made directly to Partner, as agreed between Customer and Partner. If Customer is entitled to a refund under the terms and conditions of this Agreement, then, unless Company specifies otherwise, Company will refund any applicable fees to the Partner, and the Partner alone will be responsible for refunding the appropriate amounts to Customer.

1. 1. Subscription Restrictions. Except as specifically permitted herein, without the prior written consent of the Company, Customer shall not, and shall not allow any User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Service (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer’s rights under this Agreement with any third party; (iii) disclose the results of any testing or benchmarking of the Service to any third party; (iv) disassemble, decompile, reverse engineer or attempt to discover the Service’s source code or underlying algorithms; (v) use the Service in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vi) breach any of the Company’s Intellectual Property Rights in or to the Service; (vii) remove or alter any trademarks or other proprietary notices related to the Service; (viii) circumvent, disable or otherwise interfere with security-related features of the Service or features that enforce use limitations; (ix) export, make available or use the Service in any manner prohibited by applicable laws, including without limitation, to sell, distribute, deploy, download or export the Service (a) to or in any countries or regions with respect to which the U.S. and/or the European Union maintains an embargo or sanctions (“Prohibited Country”), (b) to any Person subject to individual prohibitions (e.g., listed on the U.S. Department of Commerce’s Table of Denial Order Forms or the U.S. Department of Treasury’s List of Specially Designated Nationals) (collectively, “Designated Nationals”), or (c) otherwise in violation of any export or import restrictions or laws and Customer represents and warrants that it is not located in, under the control of, or a national or resident of, a Prohibited Country or Designated National; (x) transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Service; and/or (xi) cause or permit any Affiliate or third party to do any of the foregoing. Customer shall be and remain fully responsible for its Affiliates’ compliance with the terms, conditions and restrictions on use contained in this Agreement to the extent any such Affiliates use the Service.
   2. Customer Data and Account Data.
      1. Customer Data. As between the parties, Customer owns and retains all right, title and interest (including all Intellectual Property Rights) in and to any data or information that originates, resides on, is otherwise processed through or derived from Customer’s systems and/or its Affiliates’ systems (or anyone operating on their behalf) and processed by Company or its Affiliates in the provision of the Services (“Customer Data”). Customer shall be solely responsible for the legality, reliability, integrity, accuracy and quality of all Customer Data. Customer hereby grants to the Company a non-exclusive, worldwide, royalty-free, perpetual right to use Customer Data to the extent necessary to perform its obligations and provide the Services under this Agreement or to improve the Company’s services. As the exclusive owner of the Customer Data, Customer represents, warrants and covenants that to the extent the Customer Data includes any personally identifiable information, Customer has provided all appropriate notices, received any and all required consents or permits, and/or have any and all ongoing legal bases, and has acted in compliance with any and all applicable privacy laws, to allow Company to use the Customer Data solely in order to perform our Service. Company may however be required to disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, store, transfer, and/or process the Customer Data through Company’s affiliates, subsidiaries, third party service providers and vendors as reasonably necessary to provide the Service. 
      2. Account Data. Customer acknowledges and agrees that Company may collect and process information regarding the configuration, performance, security, access to and use of the Services (“Account Data”) for its internal business purposes including for identity verification, billing, providing support, investigation and prevention of system abuse, maintaining or improving the Services or any other services, communicating with Users and to fulfill legal obligations. To the extent such Account Data contains any personal data, such as name and business contact details of Users, Company shall process such data in accordance with its then current privacy policy, available at  https://nlpearl.ai/privacy-policy/. 
      3. Each Party has obligations with respect to the security of the Customer Data. Company shall employ administrative, physical, and technical measures in accordance with applicable industry standards to protect (and prevent the accidental loss or unauthorized access, use or disclosure of) Customer Data, (if any) in each case, under its control during the Term. To the extent that Customer needs a data processing agreement, Customer shall send an email request to privacy@nlpearl.ai, requesting Company’s Data Processing Agreement and return it signed to Company as described therein. 
   3. Third Party sites. Customer acknowledges that the Services may link to third party websites, applications or services that are integrated, connected or relevant to the Services (“Third Party Services”). Customer’s use of such Third Party Services is optional. To use such features, Customer must either obtain access to the Third Party Service via the third party provider or permit Company to obtain access on Customer’s behalf.  If Customer uses such Third Party Services, it acknowledges and agrees that: (a) any link from the Service does not imply any Company endorsement, approval or recommendation of, or responsibility for, those Third Party Services or their content or operators and the use of such Third Party Services are subject to the terms and conditions of the Third Party Service provider; (b) Customer may be required to grant Company access to its Third Party Services account and/or to grant the Third Party Service provider access to its Company account; and (c) Customer Data may be transferred between Company and the Third Party Service provider as required for the interoperation with the Services. To the maximum extent permitted by law, Company shall not bear and expressly disclaims all responsibility or liability of any kind relating to such Third Party Services, including, without limitation, for any associated costs and disclosure of, access to or other processing of Customer Data by Third Party Service providers. 
   4. Warranties. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements, commitments and licenses to which it is bound or violate applicable law. Customer further represents and warrants that it has obtained all required approvals and permissions necessary in order to allow the Company to perform the Service (including from Customer’s third party service providers or from the Users).
   5. Intellectual Property Rights. 
      1. Ownership. The Service and/or any copies thereof, is not for sale and is the sole property of Company and/or its Affiliates (as applicable). As between the Parties, Company is, and shall be, the sole and exclusive owner of all Intellectual Property Rights in and to: (a) the Service and all related software, computer code, design and structure and related intellectual property; and (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship. Customer shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Company to ensure and/or provide Company the ownership rights set forth in this paragraph. Company shall be entitled, from time to time, to modify and replace the Features (but not material functionalities, unless it improves the material functionality) and user interface of the Service. This Agreement does not convey to Customer any interest in or to the Service other than a limited right to use the Service in accordance with Section 2. Nothing herein constitutes a waiver of the Company’s Intellectual Property Rights under any law. Company reserves all rights not expressly granted herein to the Service. 
      2. Feedback. If Company receives any feedback, whether orally or in writing, including but not limited to questions, comments, suggestions or the like, regarding the Service, whether through use of the Service, or any other communication with Company or its User (collectively, “Feedback”), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Company and that such shall be considered Company’s Confidential Information and Customer hereby (and ensure its Users) irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives (and ensure its Users waives) any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of any kind of Feedback or part thereof.
   6. AI Functionalities. As part of the services, we may provide you with various AI-enabled features and functionalities (“AI Functionalities”). The AI Functionalities could involve integrations with third parties. You may use the AI Functionalities only in supported geographies. You shall obtain and maintain all necessary consents, rights and permits and provide all necessary notices for such use of your information by us. In connection with your use of the AI Functionalities, you may provide input (“Input”), and receive output generated and returned by the AI Functionalities based on the Input (“Output”). You acknowledge that you are not required by law or otherwise to provide any specific Input and that any Input is provided on a voluntary basis. In addition, you acknowledge that the Output is subject to, depends on, and is a function of the Input. You acknowledge that any Output may not be unique. As between you and NLPearl, we and our third-party technology providers and licensors, as applicable, own and reserve all legal right, title and interest in and to the AI Functionalities, including all intellectual property and proprietary rights. You may not use AI Functionalities to create or share Output in a manner that violates this Agreement and/or any third-party policies. You shall not: (i) use output from the AI Functionalities to develop models that compete with  NLPearl and/or any of NLPearl’s third-party providers; (ii) use the AI Functionalities to process any health information, personal information, financial information or any other category of confidential information or sensitive information, as defined under applicable laws; (iii) disclose to any third party information related to the AI Functionalities; (iv) use any automated or programmatic method to extract data or output from the AI Functionalities, including scraping, web harvesting, or web data extraction; (v) represent that output from the AI Functionalities was human-generated when it is not or otherwise violate this Agreement or NLPearl’s third-party providers policies; (vi) send or process any personal information of children under 13 or the applicable age of consent in connection with the AI Functionalities; or (vii) use any AI Functionalities in violation of applicable laws or third-party rights or for unethical purposes. You shall not use any AI Functionalities in violation of applicable laws or third-party rights or for unethical purposes.  Except for the rights expressly granted under this document, no other rights, or permissions to access or use any of the AI Functionalities are granted to you.     
   7. Third Party Components. The Service may use or include third party open source software, files, libraries or components that may be distributed to Customer and are subject to third party open source license terms. A list of such components can be provided upon request and may be updated from time to time by the Company. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. Company makes no warranty or indemnity hereunder with respect to any third party open source software.
   8.  Confidentiality. Each Party may have access to certain non-public information of the other Party and/or its Affiliates, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party on a non-confidential basis; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement (“Permitted Use”). The receiving party shall only permit access to the disclosing party’s Confidential Information to its, and its Affiliates’, respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein; or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that it notifies the disclosing Party of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.

• LIMITED WARRANTIES. The Company represents and warrants that, under normal authorized use, the Service shall substantially perform in conformance with its Documentation (if any). As the Customer’s sole and exclusive remedy and the Company’s sole liability for breach of this warranty, the Company shall use commercially reasonable efforts to repair the Service in accordance with the Support Services. The warranty set forth shall not apply if the failure of the Service results from or is otherwise attributable to: (i) repair, maintenance or modification of the Service by persons other than the Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Service’s Documentation (if any); (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid such failure; (v) the combination of the Service with equipment or software not authorized or provided by the Company; (vi) any inaccuracy in the code or other information provided or made available to Company; (vii) any delay in providing the code to Company caused by Customer and/or its third party service providers; and/or (viii) any change in and to Customer’s third party services which may limit, affect or disable the Company’s ability to provide the Services. 

OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE (INCLUDING SUPPORT SERVICES AND PROFESSIONAL SERVICES), ANY REPORTS OR OTHER OUTPUT (THE “REPORTS”)  ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND COMPANY MAKES NO REPRESENTATION REGARDING ANY INFORMATION, CONCLUSIONS, RESULTS AND/OR TEMPLATES THAT CUSTOMER OBTAINS THROUGH THE REPORTS. THE REPORTS DO NOT CONSTITUTE BINDING RESULTS, AND CUSTOMER MUST DETERMINE FOR ITSELF ANY NEED TO OBTAIN INDEPENDENT ADVICE REGARDING THE SUBJECT MATTER OF THE REPORTS AND/OR ANY RECOMMENDATIONS THAT CUSTOMER MAY OBTAIN. COMPANY MAKES NO REPRESENTATION OR WARRANTY, AND HAS NO SUPPORT OBLIGATIONS OR LIABILITY, WITH RESPECT TO CUSTOMER’S ENVIRONMENT. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE AN ANALYTICAL TOOL AND THAT COMPANY THEREFORE CANNOT GUARANTEE OR COMMIT TO ANY BINDING LEVEL OF ACCURACY OF THE REPORTS. THE COMPANY DOES NOT WARRANT THAT: (i) THE REPORTS AND/OR THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; (ii) THE SERVICE WILL OPERATE ERROR-FREE; OR (iii) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH CUSTOMER’S ENVIRONMENT. EXCEPT AS SET FORTH IN THIS SECTION ‎, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE.

From time to time, Company may make Beta services available at no charge as part of the Service. Beta services are made available “AS IS” and Company shall have no liability for any harm or damage arising out of or arising out of or in connection with the Beta services. You may choose to try such Beta services at your sole discretion. Company may discontinue Beta services at any time in its sole discretion and may never make them generally available.

1. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, NEITHER PARTY, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, SUBCONTRACTOS, AGENTS AND/OR EMPLOYEES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION OR PROFITS, LOSS OF DATA, DATA USE OR PURE ECONOMIC LOSS.

COMPANY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE HIGHER OF THE FOLLOWING: (I) TOTAL AMOUNTS ACTUALLY PAID TO COMPANY BY CUSTOMER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM; AND (II) $50 (FIFTY US DOLLARS). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO COMPANY UNDER THIS AGREEMENT (INCLUDING THE PRICING OPTIONS).

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND: (A) EVEN IF COMPANY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (B) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY). 

• Term. Unless otherwise specified under the Pricing Options, this Agreement shall enter into force and effect on the Effective Date and shall remain in full force and effect for the initial subscription period of one (1) month (the “Initial Term”). The Agreement shall be automatically renewed at the then-applicable Fees (except if the Fees for the Renewal Terms are changed in the Pricing Options) for successive one (1) month terms unless terminated earlier as set forth herein and/or either Party provides the other Party with at least a thirty (30)- day prior written notice of non-renewal (each a “Renewal Term” and together with the Initial Term, the “Term”). 

• Termination. Either Party may terminate this Agreement with immediate effect if the other Party materially breaches this Agreement and such breach remains uncured fifteen (15) days after having received written notice thereof. Upon termination or expiration of this Agreement: (i) the access right for the Service granted to Customer under this Agreement shall expire, and Customer, its Affiliates, and its Users shall discontinue any further use and access thereof; (ii) Customer, its Affiliates, and the Users shall immediately delete and dispose of all copies of the Documentation (if any) in Customer’s, its Affiliates’, its User’s or any of its representatives’ possession or control; (iii) Company may delete all Customer Data; and (iv) any sums paid by Customer until the date of termination are non-refundable. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive (including, without limitation, Sections 6 to19). The termination of this Agreement shall not limit Company from pursuing any other remedies available to it under applicable law. 

1. Miscellaneous. 

1. Entire agreement; modification. This Agreement, including any Pricing Options and any exhibits attached or referred hereto (if any), represents the complete agreement concerning the subject matter hereof. For clarity, it is hereby explicitly agreed by the Parties that any terms and conditions printed, or linked to, within any Customer’s purchase order which are in addition to and/or inconsistent with the terms and conditions of this Agreement, shall be of no effect. 
2. Waiver. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 
3. Severability. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. 
4. Governmental customer. Any use of the Service by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement. 
5. Customer Reference. Unless otherwise expressly specified in the Pricing Options, Customer hereby grants Company a revocable right and license to identify Customer as a customer, and use Customer’s name, corresponding trademark, or logo on Company’ website and customer lists, blogs, and other marketing materials and public communications.
6. No third-party beneficiaries. Except as stated otherwise herein, this Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person. 
7. Anti-corruption. Customer has not received or been offered any illegal or improper bribe, payment, gift, kickback or thing of value from any of Company, its Affiliates, and/or any of their respective employees or agents in connection with this Agreement. If Customer learns of any violation of such restriction, Customer shall promptly notify Company.
8. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned (i) by Company to an Affiliate; and/or (ii) by either Party in connection with a merger, consolidation, sale of all of the equity interests of the Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. 
9. Governing law and jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts Tel Aviv, Israel shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. 
10. Relationship of the Parties. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. 
11. Force Majeure. The Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of the Company including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of the Company. 
12. Electronic counterparts. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.
13. Notices. Except as may be specified otherwise in this Agreement, all notices, consents, or other communications provided for in connection with this Agreement shall be in writing, and shall be deemed given as follows: (A) when received, if personally delivered; (B) the second business day after mailing, when mailed via registered or certified mail with postage prepaid and return receipt requested; (C) upon delivery confirmation, when delivered by nationally recognized overnight delivery service; or (D) the first business day after sending by email. Notwithstanding the foregoing, Customer agrees that Company may also give Customer notices via the Account and/or to Customer’s address specified in the Pricing Option. 
    

IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives to be effective as of the Effective Date.

Exhibit A

Service Level Agreement (“SLA”)

• Availability.  During the Term, the Company will use commercially reasonable efforts to ensure that the Service is available for access and use in accordance with the Agreement (for the purpose of this SLA, the ”Service”) at an annual Uptime Percentage (defined below) of at least 99%, as measured over any calendar year.  

• Definitions. All capitalized terms used in this SLA without definition shall have the meaning ascribed to them in the Agreement. In addition, the following definitions shall apply to this SLA:

1. “Downtime” means the total time within a Measured Period during which the Service is inoperable or inaccessible, excluding SLA Exclusions during such Measured Period.
2. “Measured Period” means the total number of minutes in the calendar year.
3. “Scheduled Downtime” means any Downtime (a) of which Customer is notified at least three (3) days in advance, or (b) during a standard maintenance window, as published by Company from time to time. In either of the foregoing two situations, Company will use commercially reasonable efforts to ensure that the Scheduled Downtime falls between the hours of Friday 6pm and Monday 8am New York time.
4. “Uptime” means the total period in minutes during which the Service is available for access and use during a Measured Period.
5. “Uptime Percentage” means Uptime expressed as a percentage, calculated in accordance with the following formula:

Uptime Percentage = X / (Y – Z) × 100     

Where:

• SLA Exclusions.  

1. 1. Company’s obligations hereunder are based on and subject to the Customer: (i) complying with the terms and conditions of the Agreement, including this SLA; (ii) complying with Company’s instructions, if any, for performing any corrective action; and (iii) maintaining the connectivity (with acceptable bandwidth) of the Customer’s workstations to the main internet, as well as creating and maintaining firewall definitions and opening required ports that permit access to the Service.  
   2. The following shall not be considered within the definition or calculation of Downtime: (i) Scheduled Downtime; (ii) backups of the Service; (iii) Service unavailability that is attributable to: (a) causes beyond Company’s reasonable control, such as a force majeure event, or the performance of any third party hosting provider or communications or internet service provider; (b) Customer’s failure to perform any obligation under the Agreement that affects the performance of the Service; (c) any actions or omissions of the Customer or any third party acting on its behalf; and/or (d) Customer’s or any third party’s equipment or software; (iv) Service unavailability caused by the suspension and termination of Customer’s right to use the Service in accordance with the Agreement; and (v) separate instances of Service unavailability of less than 5 (five) minutes duration each (each an “SLA Exclusion”).