These SaaS Platform Terms of Service (these “Terms”) constitute a legally binding agreement by and between SerVC Ltd., a company incorporated under the laws of the State of Israel, having its principal place of business at Arie Shankar St. 1, Herzliya (the “Company”) and the customer executing or otherwise accepting a purchase order form or a proposal which refers to these Terms (respectively, the “Customer” and the “Purchase Order”) or signing up for, clicking the “accept” or “register” or similar button or otherwise using the Company’s online platform intended for the management of financial data and documents relating to venture capital funds which is offered on a software-as-a-service (SaaS) basis accessible at www.orcainc.com (the “Platform”).

The Company's Platform, including any software code, dashboard, algorithms, utility, application programming interfaces, GUI, tools, reports and analytics capabilities, the Documentation (as defined below) and any professional services provided via or in connection with the Platform shall be collectively referred to herein as the “Services”.

The Company and the Customer shall also be referred to herein individually as a “Party”, and together as the “Parties”. These Terms together with the Purchase Order and all referenced agreements and exhibits shall be referred to as the “Agreement”.

The Purchase Order may be completed and entered-into in various ways, including online form, in-product screen or otherwise delivered by the Customer to the Company, including via mail, email or any other electronic or physical delivery mechanism.

These Terms govern the manner in which the Customer may access the Service and permit its permitted employees, service provider, staff member, Affiliates (as defined below) to the extent agreed under the Purchase Order and any of their staff members (each – a “Permitted User”) to access and use the Service. These Terms DO NOT apply to any financial consulting services or other services offered by the Company, which are subject to the Company’s Services Agreement or such other binding agreement.

1. Service: Rights to Access and Use‍

Right to Use the Service. The Company hereby grants the Customer and the Customer hereby accepts, a worldwide, limited, non-exclusive, non-transferrable and non-sublicensable right to use and access the Service for the Customer’s internal business purposes only (the “Purpose”), during the term detailed under the Purchase Order, in accordance with and subject to these Terms. The foregoing right is subject to the access and use restrictions set forth below. The Customer hereby agrees that these Terms do not entitle the Customer to any right or title in the Service (or any part thereof), other than the rights explicitly granted herein. Unless the context otherwise requires, the term Platform and Service shall include any API, updates, upgrades, modifications, customizations or new versions and certain documentation made available to the Customer, including standard user documentation and/or manuals, whether in hard copy, or in any electronic form or other media, describing the use, features and operation of the Platform (the "Documentation"). The Customer shall use such Documentation for its internal business purposes only and solely in connection with the Customer’s use of the Platform. All Documentation shall be considered part of the Company's Confidential Information (as defined below). The Service may generate and include insights, alerts, data, analytics, proposals, notices and recommendations (“Service Output”) which may incorporate certain Customer Data (as defined below). ‍

1.1. Use By Affiliates. If the Purchase Order explicitly provides the Customer the right to allow Customer’s Affiliate(s) to access and use the Service, the Customer shall: (i) inform such Affiliate on the obligations under these Terms; (ii) ensure that each such Affiliate complies with the terms and conditions therein; and (iii) be fully liable for any breach of these Terms by any such Affiliate as if such breach was made by the Customer itself. "Affiliate” means either: (i) any entity that Controls, is Controlled by, or is under common Control with the Customer or (ii) any entity detailed as an affiliate under the Purchase Order or (iii) any limited or general partnerships managed directly or indirectly by the same management company or the same managing general partner or any other entity which controls, is controlled by, or is under common control with the Customer including any limited or general partnerships managed directly or indirectly by an Affiliate of the management company or the managing general partner of the general or limited partnership in question (e.g. managed by general partners which are under similar control as the general partner of the Customer. “Control” means ownership, directly or indirectly, of 50% or more of the voting interest.

1.2. Accounts. The Customer shall register and create accounts to access the Service (the “Accounts”) to be accessed and/or used solely by Permitted Users. The Customer is responsible that each Permitted User shall provide the Company with accurate, complete, and updated registration information. The Customer is fully responsible and liable for the content and any activity that occurs in its Accounts and compliance by Permitted Users with these Terms. The Customer shall: (a) not allow anyone other than Permitted Users to access and use the Accounts; (b) keep, and ensure that Permitted Users keep all Account credentials and access measures secure at all times; (c) ensure that the login details for each Permitted User may only be used by that Permitted User, and that multiple individuals may not share the same login details; (d) provide each Permitted User with a copy of the Documentation and ensure that the Permitted Users comply with the Documentation and the terms and conditions herein; and (e) promptly notify the Company in writing if the Customer becomes aware of any unauthorized access or use of the Customer’s Account.  

1.3. Modifications. The Company may add other functionalities and/or modify and/or discontinue some of the functionalities in its own discretion and without further notice; provided that in case of a material change, the Company will make reasonable efforts to notify the Customer by posting an announcement on the Company’s website, through the Service or by email. The Company may offer alternative or additional features to certain customers, which may not be offered or available to others. The Company may change the Service's layout and design and the availability of the content and functions included therein without giving the Customer any prior notice. The Company may offer certain features in consideration of fees, provided however that no obligation to pay shall be entered into effect without the Customer’s prior written approval.

1.4. Trial Services. The Company may offer, from time to time or to certain customers or potential customers, some or all of its services on free trial versions (“Trial Service”). The term of the Trial Service shall be as set forth in the Purchase Order form, unless modified or terminated earlier by either Party, for any reason or for no reason. The Company reserves the right to modify, cancel and/or limit the Trial Service at any time and without liability, at its sole discretion and without the need for written notice.

1.5. Pre-Released Services. The Company may offer, from time to time, certain services in alpha or beta versions (the “Pre-Released Services”) and will use best endeavors to identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated, more than usual.

1.6. Governing Terms of Trial Services and Pre-released Services. The Trial Services and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Services and Pre-Released Services (i) Trial Services and Pre-Released Services are licensed hereunder on a “As-Is” “As Available” basis, with no warranties, express or implied, of any kind; (ii) The indemnity undertakings by the Company set forth in Section ‎12.1 herein shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, EXCEED US $50. The Company makes no promises that any Trial Service and/or Pre-Released Services will be made available to the Customer and/or generally available.

2. Consideration

2.1. Fees and Payment Terms. In consideration of the provision of the Service, the Customer shall pay the Company the fees set forth in the applicable Purchase Order (the “Fees”). Fees shall be payable in accordance with the respective payment terms specified under the applicable Purchase Order, and if no specific terms are specified, the Company will charge the Customer the applicable Fees in the beginning of the term of each Purchase Order and the respective invoices will become due within 30 days following the receipt of each invoice from the Company. All Fees are quoted in US Dollars, unless expressly stated otherwise in each such invoice.

2.2. Changes. The Company reserves the right to change the Fees at any time, upon notice to the Customer, provided that any increase shall only become effective upon the end of the then-applicable Purchase Order term.

2.3. Taxes. The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties (the “Taxes”). If the Customer is located in a jurisdiction which requires the Customer to deduct or withhold Taxes or other amounts from any amounts due to the Company, the Customer shall promptly notify the Company in writing and the Parties shall make reasonable efforts to avoid any such Tax withholding, provided, however, that in any case, the Customer shall bear the sole responsibility and liability to pay any Tax amount to be withheld and the Fees shall be grossed-up to include such amount.

2.4. No Refund. All payment obligations are non-cancelable, and all amounts paid in connection with the service are non-refundable, except as otherwise explicitly set forth in these Terms.

2.5. Overdue Fees. Failure to pay Fees which are due and payable will constitute a material breach of these Terms. Without derogating from any other rights and remedies available to the Company, overdue Fees will accrue interest at the rate of the lower of (i) one and a half percent (1.5%) per month, or (ii) the highest rate permitted by law, accrued monthly from the due date until the date of actual payment. The Customer will reimburse the Company for all reasonable expenses (including legal costs and attorney fees) incurred by the Company while collecting the Customer’s overdue Fees.

3. Term and Termination

3.1. Term and Renewal. These Terms shall become effective upon execution of a corresponding Purchase Order, and shall remain in force for the period set forth such Purchase Order, unless sooner terminated pursuant to these Terms (the “Term”).

3.2. Termination for Breach. In case of a material breach of these Terms by any Party which is not remedied within 15 days from the receipt of a written notice from the other Party of such material breach, or in case that either Party becomes bankrupt or insolvent and such event had not been challenged within 30 days of filing, the other Party shall have the right to terminate these Terms and corresponding Purchase Order by written notice with immediate effect.

3.3. Effects of termination. Upon termination or expiration of this Agreement: (i) the Company will cease to provide the Customer with access to the Platform and the Services hereunder. All rights granted to the Customer under this Agreement shall expire, and the Customer shall discontinue all further use of the Platform; (ii) the Customer shall immediately permanently delete all copies of the Documentation in the Customer’s or any of its representatives’ possession or control; (iii) each Party shall immediately return and/or permanently delete (as instructed by the other Party) the other Party's Confidential Information, other than data that the recipient is required to retain by law, regulation or governmental order; (iv) any sums paid by the Customer until the date of termination are non-refundable, and the Customer shall not be relieved of its duty to discharge in full all due sums owed by the Customer to the Company under this Agreement until the date of termination or expiration hereof, which sums shall become immediately due and payable on the date of termination or expiration of the Agreement. Upon termination or expiration of this Agreement, the Customer will lose all access to any Customer Data and/or Output Data that is available in the Platform. The Customer shall be solely responsible for downloading the Customer Data and/or Output Data prior to termination of this Agreement. After the Customer finishes downloading the Customer Data and/or Output Data, and in any event, no later than 3 calendar months following the termination date of this Agreement, any Customer Data and/or Output Data that is available in the Platform shall be deleted. The provisions of this Agreement that, by their nature and content (e.g. Confidentiality, Limitation of Liabilities), intend to survive the termination of this Agreement shall so survive. Termination of this Agreement shall not limit either Party from pursuing any other remedies available to it under applicable law.

4. Representations and Undertakings

4.1. Representations and Warranties. Each Party represents and warrants at all times throughout the Term that: (i) it is duly organized, validly existing and in good standing under all applicable laws, (ii) it has the full authority to enter into these Terms, and there is no restriction, limitation, contractual obligation or statutory obligation which prevents or may prevent said Party to fulfill its obligations under these Terms; and (iii) each Party is, and will continue to be in compliance with all applicable laws, rules, and governmental (state, local, and community) and regulatory levies and requirements relating to its provision or use, respectively, of the Service.

4.2. The Customer represents and warrants that the Customer and the Customer’s subsidiaries, affiliates, directors, officers, and employees are: (i) not the subject or target of any sanctions or trade embargos administered or enforced by any relevant government authority, including, but not limited to, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union, or His Majesty’s Treasury (collectively, “Sanctions”); and (ii) not located, organized or resident and do not operate in a country or territory that is the subject or target of Sanctions (including but not limited to Cuba, Iran, North Korea, Crimea Region, Russia, Lebanon and Syria). The Customer further represents and warrants that the Customer and the Customer’s subsidiaries, affiliates, directors, officers and employees will comply with all applicable Sanctions and will not take any action to cause the Company to violate Sanctions. Notwithstanding anything to the contrary and without derogating from any other remedy available to the Company in law or equity, or otherwise provided under these Terms, in the event that (1) the Customer violates Sanctions or any applicable export control laws, or (2) it becomes unlawful under Sanctions or applicable export control laws for the Company to continue to perform under these Terms, the Company may immediately, upon written notice and with no opportunity to cure, terminate these Terms, at its sole discretion.

4.3. Cooperation. The Customer shall provide the Company with all reasonable cooperation in connection with these Terms and shall comply therewith in a timely and efficient manner.

4.4. Customer Infrastructure and Security. The Customer is solely responsible for obtaining, maintaining and operating the Permitted User’s devices (including, without limitation, smartphones, tablets and computers), and any related equipment, hardware, software, security systems, measures and ancillary services, including network connections, necessary in order to access and use the Service. The Customer is further responsible for implementing sufficient procedures and checkpoints to satisfy its particular requirements for data security, accuracy and recovery.

4.5. Liability to Users. The Company shall not have any liability to the Permitted Users, and the Customer is solely responsible for responding to any claims, requests and demands by the Permitted Users or any other third party related to the Customer.

4.6. Non-Solicitation. During the Term and for a period of twelve (12) months thereafter, the Customer shall not, directly or indirectly, in any manner solicit or induce for employment, or hire or engage the services of, any employee of the Company or its affiliates who performed any work in connection with the Services, including Professional Services (as defined below). A general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement for the purposes of this provision so long as the circumstances indicate that the same was not targeted or directed at the Company employees.  

5. Additional Services

5.1. Professional Services. The Company may perform those professional services to the extent identified in the Purchase Order (“Professional Services”), if any, subject to the payment of the relevant fees set forth in the Purchase Order (“Professional Services Fees”) and in a timely and professional manner. It is hereby clarified that unless otherwise explicitly agreed in the Purchase Order, the Company has no obligation to provide support, professional services, training, upgrades, modifications, or new releases to the Customer under these Terms, and such may be subject to additional fees. In the event that the Customer requests additional Professional Services in addition to those specified in a Purchase Order, an additional or revised Purchase Order must be executed between the Parties. Professional Services Fees shall include all costs and expenses with respect thereto. The Customer agrees to provide access to the necessary information, resources, people and facilities for successful execution of the Professional Services and shall cooperate with the Company to enable the provision of the Professional Services.

5.2. Disclaimer. The Work Products are produced on the basis of the Customer Data and are based on the Company’s professional experience. However, it is hereby clarified that the Company does not verify the Customer Data, including their nature, accuracy, completeness or legality, and as such any deficiency or error in the Customer Data may result in a corresponding deficiency or error in the Work Product. Furthermore, the Work Products are not and are not intended to replace any professional advice, legal, financial or otherwise, and should always be considered cautiously and along with other relevant factors. The Customer agrees and acknowledges that it must exercise a degree of caution when using the Work Products and/or relying on them and is solely and exclusively responsible for reviewing any and all Work Products and seeking legal and financial review and advice, where applicable, to ensure each Work Product’s accuracy, quality and legality and fitness for the Customer’s purposes. ANY DECISIONS MADE OR ACTIONS TAKEN BY THE CUSTOMER AND/OR ANY THIRD PARTY BASED ON THE WORK PRODUCTS IS AT THE CUSTOMER’S SOLE RESPONSIBILITY AND SOLE RISK. THE COMPANY WILL HAVE NO LIABILITY WHATSOEVER TO THE CUSTOMER OR ANY THIRD PARTY FOR USE OF THE WORK PRODUCTS AND/OR RELIANCE UPON THEM. ANY SERVICE OUTPUTS ARE PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND MAY INCLUDE BUGS AND ERRORS. THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY OR WARRANTY IN THIS REGARD TO THE FULL EXTENT POSSIBLE UNDER APPLICABLE LAW

5.3. Subcontracting. The Company may subcontract any part of the Professional Services, without the prior written approval of the Customer, provided that any subcontracting hereunder shall not relieve the Company of its responsibilities under these Terms, and the Company shall remain liable for the acts and omissions of any authorized subcontractor and shall be solely responsible for all payments due to its subcontractors.

6. Use Restrictions

6.1. Restrictions. The Customer, its Permitted Users, and any third party on the Customer’s behalf, may not, and may not permit or aid others to:

(i) copy, modify, adapt, translate, reverse engineer, decrypt, decompile, disassemble, alter, change or create derivative works based on the Service (or any part thereof) or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service (or any part thereof) and/or any software, or any executable, documentation or data related to the Service;

(ii) use the Service to develop a competing service or product, for benchmarking purposes;

(iii) interfere with or violate any other user or other third party’s right to privacy or other rights including intellectual property rights, or harvest or collect personally identifiable information about any users of the Service without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;

(iv) transmit or otherwise make available in connection with the Service any virus, malware, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;

(v) interfere with or disrupt the operation of the Service, or the servers or networks that host the Service, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

(vi) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Service to any third party, or use the Service to provide similar services to third parties or in any service bureau arrangement;

(vii) frame or mirror any parts of the Service;

(viii) impersonate any person or entity or provide false or misleading personal information;

(ix) use the Service for any purpose other than the Purpose, or in connection with any illegal, immoral or unauthorized purpose, including, without limitation, spam, unsolicited mail, harassment, wire fraud, or otherwise violate the legal rights of others;

(x) remove any proprietary notices or labels;

(xi) use Service in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries);

(xii) take any action that imposes an unreasonable or disproportionately large load on the infrastructure which supports the Service;

(xiii) use the Service to develop a competing service or product; or

(xiv) perform penetration testing, vulnerability testing or other security testing on the Service, component or the Company’s systems or networks or otherwise attempt to gain unauthorized access to the Service or the Company’s systems or network without the Company’s prior written approval

6.2. Suspension. The Company may suspend the Customer’s use of and access to the Service (or any part thereof) immediately, without prior notice or liability, in each of the following events: (i) the Customer or any third party is using the Service in a manner that may impose a security risk, may cause harm to the Company or any third party, and/or may create any liability to the Company or any third party; or (ii) the Customer or any third party acting on the Customer’s behalf is using the Service in breach of this Section ‎6. The aforementioned rights are in addition to any rights and remedies that may be available to the Company in accordance with these Terms or under any applicable law.

7. Customer Data; Data Protection

7.1. Customer Data. While using the Service, certain data may be uploaded or transferred by the Customer, or on its behalf, including by Permitted Users, to be processed by the Service on the Customer’s behalf. All such data shall be referred to as “Customer Data”. As between the Parties, all rights in the Customer Data, including rights in any Customer Data incorporated in any Service Output, shall remain with the Customer.

7.2. License to Customer Data. The Customer hereby grants the Company and its sub-processors (as defined below) an irrevocable, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license, during the Term, to access, use, process (including by incorporation with other resources of data), copy, download, store, distribute and display Customer Data, for the purpose of maintaining and providing the Service and in connection with the performance of these Terms, including for resolving technical and security problems, preventing fraud, misappropriation, misuse and other illegal activities, satisfying any applicable law, regulation, legal process, subpoena or governmental request, enforcing these Terms, and protecting the rights, property or safety of the Company, its users or the public, or otherwise as permitted by these Terms, the Privacy Policy (as defined below), the DPA, or in writing by the Customer. Except as set forth herein, nothing in these Terms shall be construed as transferring any right, title or interest in Customer Data to the Company or any third party.

7.3. Responsibility for Customer Data. The Customer represents and warrants that (i) it owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority, necessary to grant the Company the aforementioned right and license and to authorize the Company and its Sub-processors to access, use, process, copy, download, store, distribute and display Customer Data, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary of any third party; (ii) any Customer Data and any use thereof do not and will not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Data; and (iii) no sensitive data that is protected under special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be transferred to the Service. The Customer will have the sole responsibility for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that the Company shall not have any obligation to monitor or moderate Customer Data.

7.4. Customer Data Storage; No Backup. The Purchase Order form may include limits on the size of storage space available for Customer Data, in which case the Customer will be responsible for managing and deleting Customer Data to comply with such limits. Additional costs may apply if Customer exceeds storage limits. The Customer is solely responsible for backup of Customer Data.

7.5. Rights to Use Performance and Aggregated Data. The Company may collect, monitor and use Anonymized Information (as defined below), including, without limitation, in order to provide, develop, maintain, improve, demonstrate and market the Service or for the Company’s other business purposes. Anonymized Information shall vest with the Company. “Anonymized Information” means information about the use of the Service which does not enable identification of an individual, such as aggregated data, metadata, performance data and analytic information. Anonymized Information shall not be regarded as Customer Data. Without limiting the generality of the aforesaid, the Company may create and present within the Service or make publicly available benchmark data based on the Anonymized Information (“Benchmark Data”). Such Benchmark Data forms part of the Service for any purpose herein.

7.6. Privacy Policy; DPA. The Customer acknowledges and agrees that the use of the Service by the Customer and the Permitted Users is governed by the Company's Privacy Policy available at https://www.orcainc.com/privacy-policy (the “Privacy Policy”) which is incorporated herein by reference and forms an integral part of these Terms. To the extent required under applicable law, the Parties may execute a Data Processing Addendum to be incorporated as an exhibit to these Terms (the “DPA”). In any conflict between the Privacy Policy and the DPA (if executed by both Parties), the DPA shall prevail and govern.

7.7. Security. The Company agrees, during the Term, to implement reasonable industry-standard, technical, and organizational security measures to protect Customer Data and will, at a minimum, utilize industry standard security procedures (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, personal data), confidentiality and integrity of personal data, as provided in the DPA and the Privacy Policy.

8. Intellectual Property Rights

8.1. The Company’s Intellectual Property. The Platform and Service are and shall remain the Company’s sole property. All right, title, and interest, including any Intellectual Property Rights evidenced by or embodied in, attached, connected, and/or related to the Platform and/or the Services (including without limitation, any content, materials, software, know-how, data files, documentation, code, SDK, API, design, text, media, methodologies, artwork, names, logos, trademarks and services marks, Anonymized Information and Benchmark Data) and any and all derivative works, improvements, enhancements, updates, upgrades and customizations thereof or thereto (in each case regardless of whether specifically included in the Services ordered by the Customer or not) are and shall remain owned solely by the Company or its licensors. This Agreement does not convey to the Customer any interest in or to the Platform but only, as aforesaid, a limited revocable right to use the Platform, in accordance with the terms of this Agreement, and nothing herein constitutes a waiver of the Company’s Intellectual Property Rights under any law. “Intellectual Property Rights” means: (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.  

8.2. Work Product. Notwithstanding the aforementioned, to the extent that the Professional Services include the creation of work products for the explicit purpose of performing the Service or which otherwise expressly identified in the Purchase Order (collectively, “Work Product”), such Work Products shall vest with the Customer solely to the extent such Work Product is directly derived from Customer Data, unless agreed otherwise by the Parties in writing and in advance. Any part of a Work Product that is not directly derived from Customer Data (e.g. look and feel of reports, general reports and data not derived from Customer Data, underlying algorithms etc.) shall vest with and remain owned solely by the Company.  In consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) the Company hereby assigns to the Customer, its successors and assigns, all of the Company’s right, title and interest in and to the Work Product that vests with the Customer as per this Section. The Company waives any and all rights in the applicable Work Product that vests with the Customer as per this Section, including any moral rights and any right to receive royalties and (ii) the Customer hereby assigns to the Company, its successors and assigns, all of the Customer’s right, title and interest in and to the Work Product that vests with the Company. The Customer hereby irrevocably and unconditionally waives any and all rights in the applicable Work Product that vests with the Company, including any moral rights and any right to receive royalties. For the avoidance of doubt, the term ‘Work Product’ shall not include any customization, new feature or upgrade of the Platform and such, and any Intellectual Property Rights (as defined below) related thereto, shall remain at all times the sole and exclusive property of the Company.

8.3. Service Output. Service Outputs shall vest with the Customer to the extent such Service Outputs are directly derived from Customer Data. Any part of a Service Outputs that is not directly derived from Customer Data shall vest with and remain owned solely by the Company. In consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: (i) the Company hereby assigns to the Customer, its successors and assigns, all of the Company’s right, title and interest in and to the Service Outputs that vests with the Customer as per this Section. The Company waives any and all rights in the applicable Service Outputs that vests with the Customer, including any moral rights and any right to receive royalties and (ii) the Customer hereby assigns to the Company, its successors and assigns, all of the Customer’s right, title and interest in and to the Service Outputs that vests with the Company. The Customer hereby irrevocably and unconditionally waives any and all rights in the applicable Service Outputs that vests with the Company, including any moral rights and any right to receive royalties.

8.4. Customer Feeback. The Customer shall notify the Company of any and all design or functional errors, anomalies, and problems associated with the Service discovered or brought to its attention by its Permitted Users, and may provide the Company suggestions, comments or any other feedback regarding the Service (the “Feedback”). The Company may freely use any Feedback at its sole discretion, free from any right of the Customer or any third party and without any obligation towards the Customer. The Customer shall not knowingly provide the Company with any Feedback which infringes any third party’s right.

8.5. Trademarks and Copyrights. All logos and other proprietary identifiers used by the Company in connection with the Service and other products and services of the Company (“Company Trademarks”) are the trademarks and trade names of the Company, whether registered or not. All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Service belong to their respective owners (“Third-Party Marks”). No right, license, or interest to Company Trademarks or to the Third-Party Marks is granted hereunder, and the Customer agrees that no such right, license, or interest shall be asserted by the Customer with respect to Company Trademarks or the Third-Party Marks and the Customer shall not use any of such marks, unless expressly permitted to do so. The Customer is prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of the Company and/or its licensors, including any copyright mark © or trademark ® or ™ contained in or accompanying the Service, and the Customer shall abide by all applicable laws in this respect. The Customer is further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of the Company Trademarks, whether registered or not.

8.6. Open-Source Components. The Service may use or include software, files and components that are subject to “open source” or “free software” licenses (“Open-Source Components”).  If there is a conflict between the licensing terms of such Open-Source Components and these Terms, the licensing terms of the Open-Source Components shall prevail only in connection with the related Open-Source Components. The Company represents and warrants that it is in compliance with the notice and attribution aspects of the licenses applicable to the Open-Source Components. The license terms, copyright notices and available source code with respect to Open-Source Components can be found in the Documentation.

8.7. Intellectual Property Infringements. In the event that the Company believes that the Service, or any part thereof, may infringe intellectual property rights of third parties, then the Company may, in its sole discretion: (i) obtain (at no additional cost to the Customer) the right to continue to use the Service; (ii) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or (iii) if the Company determines that the foregoing remedies are not reasonably available, then the Company may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event the Customer shall receive a prorated refund of any Fees paid for the unused Purchase Order remaining term (or the respective part thereof).

9. Third Party Services

9.1. Linked Services. The Service may be linked to, integrated with, or provided with certain third-party services (collectively, “Third-Party Services”). Such Third-Party Services are independent from the Service and these Terms do not apply to them. The Customer hereby acknowledges that the Company has no control over such Third-Party Services, and is not responsible for the availability, security and performance of Third-Party Services. The Company shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third-Party Services. Further, the Company does not endorse nor is it responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third-Party Services. The Company is not a party to the agreement between the Customer and the providers of Third-Party Services, and payment for any such Third-Party Services shall be made by the Customer directly.

10. Warranty

10.1. Except as specifically provided herein, TO THE FULLEST EXTENT PROVIDED BY LAW, THE SERVICE AND PROFESSIONAL SERVICES ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY HEREBY expressly DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON INFRINGMENT OR FITNESS FOR A PARTICULAR PURPOSE, warranty THAT THE PLATFORM'S OPERATION AND THE SERVICES WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FALSE-POSITIVES FREE, FREE OF BUGS OR ERRORS. WITHOUT LIMITING THE FOREGOING, THE COMPANY PROVIDES NO REPRESENTATIONS AND EXPRESSLY DISCLAIMS ALL WARRANTIES THAT THE SERVICE AND ANY PROFESSIONAL SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT THE SERVICE AND ANY PROFESSIONAL SERVICES WILL OTHERWISE MEET THE CUSTOMER’S NEEDS OR EXPECTATIONS. WITHOUT DEROGATING FROM THE FOREGOING, THE COMPANY EXPLICITLY DISCLAIMS ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT DEROGATING FROM THE FOREGOING, THE COMPANY SHALL NOT BE RESPONSIBLE FOR THE CUSTOMER’S DETERMINATION WHETHER TO ACT ON THE BASIS OF ANY OUTPUT DATA AND FOR ANY OUTCOMES OF SUCH DECISION.

10.2. THE COMPANY DOES NOT WARRANT, UNDERTAKE OR GUARANTEE THAT ANY SERVICE OUTPUT OR ANY OTHER FORM OF INFORMATION OR DATA THAT THE SERVICE MAY GENERATE, PROVIDE OR MAKE AVAILABLE TO THE CUSTOMER WILL LEAD TO INCREASED REVENUES, SATISFY THE CUSTOMER'S NEEDS, MEET THE CUSTOMER'S REQUIREMENTS OR BE OPTIMAL UNDER THE CIRCUMSTANCES. NO ADVICE, ANALYSIS, DATA, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CUSTOMER THROUGH OR FROM THE SERVICE OR ANY PROFESSIONAL SERVICES SHALL CREATE ANY WARRANTY OR IMPOSE ANY LIABILITY NOT EXPRESSLY STATED IN THESE TERMS. IN ADDITION, THE COMPANY DOES NOT ASSUME ANY LIABILITY WITH RESPECT TO ANY OUTCOME OF ANY ACTION BASED ON THE SERVICE OUTPUT. AND THE CUSTOMER MUST THOROUGHLY REVIEW ANY SERVICE OUTPUT AND INDEPENDENTLY DETERMINE WHICH ACTIONS ARE APPROPRIATE IN LIGHT THEREOF. THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO SERVICE OUTPUT, AND IS NOT RESPONSIBLE OR LIABLE FOR THE CUSTOMER’S RELIANCE UPON AND USE THEREOF, OR ANY CONSEQUENCES RESULTING THEREFROM. SERVICE OUTPUT DO NOT CONSTITUTE, AND DO NOT SUBSTITUTE, PROFESSIONAL ADVICE, INCLUDING LEGAL AND/OR FINANCIAL ADVICE. WITHOUT DEROGATING FROM THE FOREGOING, THE COMPANY SHALL NOT BE RESPONSIBLE FOR THE CUSTOMER’S DETERMINATION WHETHER TO ACT ON THE BASIS OF ANY SERVICE OUTPUT AND FOR ANY OUTCOMES OF SUCH DECISION.

10.3. The Customer is solely and exclusively responsible for all actions that the Customer and/or its investors and/or anyone on their behalf take in response to the all reports, alerts, analytics, recommendations, notices, and other forms of information and data that the Platform may generate, provide or make available to THE Customer, whether through the Platform, an output file, or otherwise and THE Customer must thoroughly review such Output Data and independently determine which actions are appropriate in light thereof.

11. Limitation of Liability

11.1. EXCEPT FOR WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR A BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THESE TERMS, UNDER NO CIRCUMSTANCES WHATSOEVER WILL A PARTY (AND ITS RESPECTIVE LICENSORS, DISTRIBUTORS, RESELLERS, STAFF MEMBERS AND/OR REPRESENTATIVES), WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, BE RESPONSIBLE OR LIABLE TO THE OTHER PARTY OR ANY AFFILIATE OF THE OTHER PARTY OR THEIR USERS, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES), SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO THESE TERMS.

11.2. EXCEPT FOR A PARTY’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, INDEMNIFICATION OBLIGATOINS UNDER THESE TERMS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THESE TERMS, IN NO EVENT SHALL THE AGGREGATE TOTAL LIABILITY OF THE COMPANY UNDER THESE TERMS EXCEED THE AMOUNTS PAID OR PAYABLE BY THE CUSTOMER TO THE COMPANY, IN THE 3 MONTH PERIOD PRECEDING THE CAUSE OF THE CLAIM. Nothing in these Terms shall limit or exclude liability that cannot be limited or excluded under applicable law.

12. Indemnification

12.1. By the Company. The Company hereby agrees to defend and indemnify the Customer against any damages finally awarded against the Customer by a court of competent jurisdiction, or paid in settlement, in connection with a third-party claim, suit or proceeding that the grant of right to use the Service within the scope of these Terms infringes any Intellectual Property Rights. The Company shall have no obligations or liability hereunder in case (i) the Service is used in an unlawful manner or in violation of these Terms; (ii) features are provided at the request of the Customer; (iii) the Service is used in combination with other products, equipment, software, or data not provided by the Company; (iv) the alleged infringement is resulting from processes developed by the Customer or from any Third-Party Service; or (v) the alleged infringement is based on the Customer Data and any other content provided by the Customer or its Permitted Users or use of the Service by the Customer. SECTIONS ‎ 8.7 AND 12.1  ‎ STATE THE COMPANY’S SOLE AND ENTIRE LIABILITY AND THE CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY THE COMPANY AND/OR THE SERVICE AND UNDERLYING TECHNOLOGY.

12.2. By the Customer. Without derogating from the Company’s rights under these Terms and under applicable law, the Customer hereby agrees to defend and indemnify the Company against any damages awarded against the Company by a court of competent jurisdiction, or paid in settlement, in connection with (i) a third party claim, suit or proceeding that use the Customer Data and any other content provided by the Customer and/or the Permitted Users, or the use of the Service by the Customer and/or the Permitted Users infringes any right of a third party, including any intellectual property right; (ii) any claim by a Permitted User or any claim related to the Customer’s business; (iii) any misuse of the Service by the Customer, the Permitted Users or any third party using an Account or (iv) any negligence or willful misconduct made by the Customer or on its behalf.

12.3. General. The defense and indemnification obligations of the indemnifying Party under this Section 12 are subject to: (i) the indemnifying Party being given prompt written notice of the claim; (ii) the indemnifying Party being given immediate and complete control over the defense and/or settlement of the claim; and (iii) the indemnified Party providing cooperation and assistance, at the indemnifying Party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying Party’s defense of, or response to, such claim.

13. Confidentiality

13.1. Confidential Information. For purposes of these Terms, the term “Confidential Information” shall mean any and all non-public business, product, technology and marketing data and information, whether written, oral or in any other medium disclosed or otherwise provided by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include any information which the Receiving Party can prove: (a) is publicly available at the time of disclosure or subsequently becomes publicly available through no act or omission of the Receiving Party in breach of these Terms; (b) is already known to the Receiving Party at the time of disclosure; (c) is disclosed to the Receiving Party free from confidentiality obligations by a third party who is not, to the knowledge of the Receiving Party, in breach of an obligation of confidentiality; or (d) was or is independently developed by the Receiving Party without use of or reliance upon the Confidential Information.

13.2. Confidentiality Obligations. Receiving Party undertakes and warrants that: (i) it shall hold the Confidential Information of Disclosing Party in confidence and shall take all reasonable steps to safeguard and protect the Confidential Information including, without limitation, those steps that it takes to protect its own Confidential Information of a similar nature; (ii) it shall not provide any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to those of its employees who have a need to know such Confidential Information for the purpose of fulfilling these Terms and provided that such employees are bound by written confidentiality obligations which are at least as restrictive as those contained herein; (iii) it shall not copy or use the Confidential Information for any purpose except to the extent required to perform its obligations, or exercise its rights, hereunder, whilst maintaining the Disclosing Party’s interests; and (iv) if the Receiving Party is requested or legally compelled to disclose any Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, the Receiving Party shall make best efforts to provide the Disclosing Party prompt notice thereof, and, at the request and expense of the Disclosing Party, shall use reasonable efforts to limit such disclosure to the extent requested. The Receiving party’s obligations with respect to Confidential Information shall expire five (5) years from the date of termination or expiration of the last Purchase Order term, unless under applicable law a longer period of protection applies. Any separate non-disclosure agreement executed between the parties prior to the date hereof is hereby terminated and replaced by the foregoing Confidentiality provision.

13.3. Right to Disclose. Each Party reserves the right to access, read, preserve, and disclose any information that it obtains in connection with the Service as the Company reasonably believes necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to the Customer’s support requests, and/or (v) protect the rights, property or safety of the Company, its users or the public. It is clarified that a security breach which is not caused due to a Party’s willful misconduct or gross negligence, shall not be considered as a breach of this Section 13.

14. Public Reference

The Company may make public statements, references or announcements with respect to the use of the Service by the Customer and in such context the Company shall be allowed to use the Customer's name, trademarks and logos. At the request of the Company, the Customer shall reasonably cooperate with the Company in the preparation of a case study document on how the Service is being used by the Customer and how the Customer benefits from such use. Without derogating from the generality of the aforementioned, the Customer agrees that the Company may identify the Customer as a customer of the Platform and/or the Services and use the Customer’s name, trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by the Company on its website for promotional purposes.

15. General

15.1. Force Majeure. Neither the Company nor the Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a Party, which may include denial-of-service attacks, interruption or failure of the internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemic, terrorism, and governmental action.

15.2. No Joint Venture. These Terms do not, and shall not be construed to create any partnership, joint venture, employer- employee, agency, or franchisor-franchisee relationship between the parties.

15.3. Governing Law and Jurisdiction. Any claim relating to the Service and these Terms will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles, and any dispute arising out of or related to the Customer’s use of the Service will be brought in, and the Customer hereby consents to exclusive jurisdiction and venue in the competent courts of the Tel Aviv District, Israel.  

15.4. Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAWS, THE CUSTOMER AND THE COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

15.5. Enforceability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.

15.6. Assignment. Neither Party may assign, sublicense or otherwise transfer any or all of its rights or obligations under these Terms without the other Party’s prior express written consent which shall not be unreasonably denied. Notwithstanding, either Party may assign these Terms to its Affiliate upon written notice to the other Party, except the Customer may not assign these Terms to an Affiliate if such Affiliate competes with the Company or any portion of its business, or if such assignment may have adverse effect on the Company, as determined by the Company and all rights of the Company will be maintained. In addition, the Company may assign and transfer these Terms without consent of the Customer to its successor in interest in connection with a merger or in connection with any corporate restructuring or sale of all or substantially all of its assets or line of business. Assignment in breach of these Terms is void and null.

15.7. No Waiver. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

15.8. Interpretation. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

15.9. Entire Agreement. These Terms reflects the entire terms and conditions between the Customer and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between the Parties.

15.10.Purchase Order of Precedence. Any Purchase Order entered into between the Parties referencing these Terms shall be deemed to incorporate these Terms. If there is any conflict or inconsistency between these Terms and the Purchase Order, the terms under the Purchase Order shall prevail and govern.

15.11. Notices. All notices sent to the Customer shall be sent to the Customer’s address set forth in the corresponding Purchase Order or to its email address. The Company’s website and the Platform may also provide notices of changes to these Terms or other matters, by displaying such notices or by providing links to such notices.

15.12. Admissibility. Without limitation, both parties agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.