Subscription License Agreement

By clicking the "accept" or "ok" button and/or by using the Services (as defined bellow) you expressly acknowledge and agree that you, on behalf of yourself or your organization (the "Customer" or "you"), are entering into a legal agreement with VENDI AI LTD, doing business as Obert (Company), (each, a Party and collectively, the "Parties"), and have understood and agree to comply with, and be legally bound by, the terms and conditions of these Subscription License Agreement ("Agreement"). 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. If you do not agree to be bound by this Agreement, please do not use the Services. Customer may use the Service (as defined below) subject to the terms below.

1. Definitions

The following capitalized terms have the meanings set forth below:

1.1 "Feature" means any module, tool, functionality, or feature of the Service, as may be available from time to time.

1.2 "Model" means any AI algorithm (or a set of algorithms) model included, provided and/or created by the Service that generates Output Data.

1.3 "Order Form" or "Order" means the order form for the Service and any related services, to which this Agreement is attached as a schedule.

1.4 "Request" means a prediction made with a Model through the use of the Platform.

1.5 "Users" means an employee of Customer authorized to access and use the Service.

2. Subscription

2.1 Access Right. Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right to, use, and/or remotely access (i.e., on a SaaS basis, and/or installed on Customer's premises, all as specified in the applicable Order) Company's proprietary "Obert" solution (the "Service") during the Subscription Term (as defined below), solely for Customer's internal purposes (collectively, the "Subscription"). Unless otherwise indicated, the term "Service" also includes any appliance and any manual or documentation provided or made available to Customer in connection with the operation of the Service ("Documentation"). In the event Customer wishes to receive any additional services from Company which are not included in the SLA, such as installation, deployment, configuration, customization, integration, training, or other professional services ("Professional Services") Customer shall request same from Company in writing, and, subject to Company's agreement in its sole discretion, such Professional Services shall be set out in sequential Statements of Work to this Agreement, as shall be 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, and are subject to a Parties' consent. 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.

2.2 Account Setup. In order to access the Service, an administrative account with Company shall be setup for the Customer, by submitting the information requested in the applicable Service interface, or by email if so requested by the Company ("Account"). Each Account shall allow Customer's Users access to the Services in accordance with the permitted number of Users set forth in the Order Form, and each User may need to set up a user account (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 be fully responsible and liable for any breach of this Agreement by a User. Any unauthorized access or use of the Service must be immediately reported to the Company.

3. Subscription Fees

3.1 Subscription Fees. Customer shall pay Company the Access Fees and the Usage Fees specified in the Order Form (collectively, the "Subscription Fees" or "Fees").

3.2 General. Unless expressly stated otherwise in the Order Form: (a) all Fees are stated, and are to be paid, in U.S. Dollars; (b) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) all Fees are payable in advance; (d) it is hereby agreed that Company may, in its sole discretion, update the Fees upon any renewal of this Agreement; 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.

3.3 Suspension. Company reserves the right to temporarily suspend provision of Service: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Company reasonably determines suspension is necessary to avoid material harm to Company or its other customers, including if the Service's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Company's control, or (c) as required by law or at the request of governmental entities.

3.4 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. If a purchase order (or purchase order number) is required by Customer in order for an invoice to be paid, then Customer shall promptly provide such purchase order (or number) to Company. 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 corresponding Order Form), shall be void and of no effect.

4. Subscription Restrictions

As a condition to the Subscription, and except as expressly permitted otherwise under this Agreement, Customer shall not do (or permit or encourage to be done) any of the following subscription restrictions (in whole or in part): (a) copy, "frame" or "mirror" the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (f) remove, alter, or conceal any proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use it to develop any service or product that is the same as (or substantially similar to) it; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; or (j) take any action that imposes or may impose (as determined in Company's reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure.

5. Mutual 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 to which it is bound or violate applicable laws and regulations including but not limited to those related to consumer protection, e-money licenses, anti-bribery, anti-corruption, money laundering, export control and trade sanctions or terrorist finance.

6. Intellectual Property Rights

6.1 Ownership. The Service is not for sale and is Company's sole property. As between the Parties, all right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Model and/or the Service (and any and all improvements and derivative works thereof) are and shall remain owned solely by Company or its licensors. This Agreement does not convey to Customer any interest in or to the Model and/or Service other than a limited right to use the Service and/or Model in accordance with Section 1. Nothing herein constitutes a waiver of Company's intellectual property rights under any law.

6.2 Customer Data. As between the Parties, Customer is, and shall be, the sole and exclusive owner of all data provided by Customer or uploaded to the Service by Customer, including Input Data as well as the Output Data created by the Service ("Customer Data"). "Input Data" means any input and queries to the Service and/or any data, information and materials provided by Customer or its permitted users or anyone on their behalf, to the Service for the purpose of, and in connection with, using the Service. "Output Data" means any data and information that is generated by a Model or that is made available to Customer via the Service, such as predictions, variable weights, or counterfactual simulations and reports. Customer hereby grants Company and its affiliates a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable (except to Company's subcontractors, if applicable), non-transferable right and license, to access and use the Customer Data for Company's provision of the Services and for the development and improvement of the Services. 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.

6.3 Features. Company shall be entitled, from time to time, to modify and replace the Features (but not material functionalities, unless it improves the material functionality), Models and user interface of the Service. Nothing herein constitutes a waiver of Company's intellectual property rights under any law.

6.4 Feedback. If Company receives any feedback (which may consist of questions, comments, suggestions or the like) regarding the Service (including for the avoidance of doubt, the Model) and related services hereunder (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and such shall be considered Company's Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and 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 the Feedback.

6.5 Analytics Information. Any information about the use or operation of the Service (including, but not limited to, aggregated analytics information, metadata, aggregated and/or analytics information) which is not personally identifiable information ("Analytics Information") may be used by Company for providing the Service, for development, and/or for statistical purposes. Such Analytics Information is Company's exclusive property. Analytics Information does not include Customer Data.

7. AI Functionalities

As part of the Service, the Company may provide various AI-enabled features and functionalities ("AI Functionalities"). The AI Functionalities could involve integrations with third parties, which may include, without limitation, OpenAI LLC's ("OpenAI") API, Google LLC's ("Google") Gemini API, and Anthropic PBC's ("Anthropic") API. Use of the AI Functionalities is only available in supported geographies. Customer shall obtain and maintain all necessary consents, rights and permits and provide all necessary notices for such use of Customer Data by Company in relation with the AI Functionalities. In connection with Customer's use of the AI Functionalities, Customer may provide input ("Input"), and receive output generated and returned by the AI Functionalities based on the Input ("Output"). As between Customer and Company, Customer shall own all rights, title, and interest to Input, and, subject to Customer's compliance with the terms of this Agreement, Company hereby assigns to Customer any rights it may have to the Output. Customer acknowledges that it is not required by law or otherwise to provide any specific Input and that any Input is provided on a voluntary basis. In addition, Customer acknowledges that the Output is subject to, depends on, and is a function of the Input. Customer acknowledges that any Output may not be unique. As between Customer and Company, Company and its third-party technology providers and licensors (including, without limitation, OpenAI, Google, and Anthropic), as applicable, own and reserve all legal right, title and interest in and to the AI Functionalities, including all intellectual property and proprietary rights. Customer may not use AI Functionalities to create or share Output in a manner that violates this document and/or any third-party policies, such as OpenAI policies, including, without limitation, OpenAI's Usage Policy, Sharing and Publication Policy and Open AI API Terms, which apply to the use of OpenAI's API as well as Anthropic Usage Policy, Commercial Terms, Service Specific Terms, and Supported countries & regions, as well as Google's Generative AI Terms. Customer shall not: (i) use output from the AI Functionalities to develop models that compete with Company and/or OpenAI; (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, the OpenAI Usage Policies (vi) send or process any personal information of children under 13 or the applicable age of digital 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. Customer 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 Customer. Customer acknowledges that AI Features are provided on an "AS-IS" and "AS-AVAILABLE" basis, without warranties of any kind.

8. Third Party Components and Platforms

8.1 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 shall be made available to Customer upon request and may be updated from time to time by 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.

8.2 Third Party Platforms

As part of the Service, Customer may be able to view, access, link to, and/or use third party platforms and/or services, including without limitation, artificial intelligence platforms and/or software (collectively "Third Party Platforms"). Company is not responsible for the practices or the content of such Third Party Platform. For the avoidance of doubt, once Customer request Company to enable and allow the connection or integration with a Third Party Platforms, or access to such Third Party Platforms, it is hereby agreed such action and/or request is instructed to do so under this Agreement and/or the DPA, if applicable. Customer hereby agrees and acknowledges that: (a) Company has no control over such Third Party Platforms; (b) Company does not assume any responsibility for the content, output, terms of use, policies, actions or practices of any Third Party Platforms, including, without limitation, any use and/or processing of Customer Data by such Third Party Platforms, and such processing will be performed subject to such Third Party Platforms terms and conditions; (c) Company expressly disclaims all warranties regarding, the accuracy, appropriateness, usefulness, safety, infringement, or intellectual property rights of, or relating to, such Third Party Platforms; (d) Customer is solely responsible and liable for Customers' interaction and integration with such Third Party Platforms, including without limitation by executing the relevant contractual documents to this effect; and (e) Customer agrees to waive, and hereby waives, any legal or equitable rights or remedies regarding the foregoing. Customer acknowledge that the Customer Data will be stored and processed by the Third Party Platforms as described in Third Party Platforms' legal agreements. Customer is responsible for any Customer Data it chooses to share with Third Party Platforms, including without limitation: (a) ensuring that Customer does not share any confidential information, intellectual property or software code, personal information, trade secrets, sensitive information, health data, customer data, passwords, or encryption keys with Third Party Platforms, unless it has fully understood and agreed to what such Third Party Platforms will do with it; and (b) ensuring that Customer Data is not misleading, defamatory, discriminatory, infringing or illegal. Company encourages Customer to read and understand the terms and conditions and privacy policies of each Third Party Platform, and to seek legal advise if and as may be needed.

9. Confidentiality

Each Party may have access to certain non-public information and materials of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). For clarity, the Outputs are Company's 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 9, 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; (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, use of, or reliance on, 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 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; in any event, the receiving party shall remain liable for any acts or omissions of such persons. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing Party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith. All right, title and interest in and to Confidential Information is and shall remain the sole and exclusive property of the disclosing Party.

10. Personal Data

10.1 Customer hereby warrants and represents that it will (a) provide all appropriate notices, (b) obtain all required informed consents and/or have any and all ongoing legal bases, and (c) comply at all times with any and all applicable privacy and data protection laws and regulations, for allowing Company to use and process personal data in accordance with this Agreement.

10.2 To the extent that Customer needs a data processing agreement ("DPA"), Customer shall send a request to privacy@obert.io for Company's DPA and shall return it signed to Company as described therein.

11. DISCLAIMER OF WARRANTIES

Company represents and warrants that, under normal authorized use, the Service shall substantially perform in conformance with its Documentation. As Customer's sole and exclusive remedy and Company's sole liability for breach of this warranty, Company shall use commercially reasonable efforts to repair the Service. The warranty set forth herein 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 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 Documentation; or (iv) the combination of the Service with software not authorized or provided by Company.

OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE OUTPUT THEREOF ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DOES NOT WARRANT THAT THE SERVICE AND ANY OUTPUT THEREOF WILL: (I) MEET CUSTOMER'S EXPECTATIONS OR, (II) OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 5 AND THIS SECTION 10, THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER'S HOSTING SERVICES.

12. LIMITATION OF LIABILITY

EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS HEREIN, WILLFUL MISCONDUCT, AND/OR CUSTOMER'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS OR THIRD PARTY RIGHTS; (I) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, PROFITS, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; (II) EITHER PARTY'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO COMPANY BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 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 ITS EXHIBITS).

13. Indemnification

13.1 Company agrees to defend, at its expense, any third party action or suit brought against Customer alleging that the Service, when accessed and used as permitted under this Agreement, infringe intellectual property rights of a third party ("IP Infringement Claim"); and Company will pay any damages awarded by court against Customer that are attributable to any such IP Infringement Claim, provided that (i) Customer promptly notifies Company in writing of such claim; and (ii) Customer grants Company the sole authority to handle the defense or settlement of any such claim and provides Company with all reasonable information and assistance in connection therewith, at Company's expense. Company will not be bound by any settlement that Customer enters into without Company's prior written consent.

13.2 If the Service becomes, or in Company's opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Company's reasonable efforts, then Company may terminate this the affected Order Form(s) upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund of any prepaid Subscription Fees under such Order Form(s) based on the remaining period of the corresponding Subscription Term(s).

13.3 Notwithstanding the foregoing, Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Service made by a party other than Company or its designee; (ii) Customer's failure to implement software updates provided by Company specifically to avoid infringement; or (iii) combination or use of the Service with equipment, devices or software not supplied by Company or not in accordance with the Documentation.

13.4 This Section 12 states Company's entire liability, and Customer's exclusive remedy, for any IP Infringement Claim.

13.5 Customer shall be solely responsible and liable for the Customer Data and the Input Data submitted or made available to Company or the Service, in the form submitted or made available to Company or the Service, or for use of the Output Data, and shall defend, hold harmless and indemnify Company and its affiliates and subsidiaries and their respective managers, directors, officers, employees, agents, successors and assigns from and against any losses, damages, fines, liabilities, penalties, legal costs and expenses (collectively, "Damages"), which may result from any third-party claim of any kind related to (i) the submission, display and/or use by Company of any Customer Data or Input Data to provide the Service; (ii) the fraudulent, illegal, or otherwise prohibited use of the Service by Customer or its users; (iii) any breach of any term of this Agreement or the Order Form; and (iv) breach of applicable laws or regulations in connection with its use of the Service.

14. Term and Termination

14.1 Term. This Agreement commences on the Effective Date and shall remain in force unless terminated in accordance herewith (the "Subscription Term").

14.2 Termination for Breach. Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be seven (7) days).

14.3 Termination for No Cause. Customer shall not be able to terminate the Subscription Term for no cause. Company shall have the right to terminate this Agreement for any reason upon thirty (30) days prior written notice to the other Party.

14.4 Termination for Bankruptcy. Each Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief Law, which proceedings are not dismissed within sixty (60) days; or (d) the other Party is liquidating, dissolving or ceasing normal business operations.

14.5 Effect of Termination; Survival. Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate, and (b) Customer shall cease all access and use of the Services thereunder. Following termination, all outstanding Fees and other charges that accrued as of termination, which become immediately due and payable, and if necessary, Company shall issue a final invoice therefor. 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 (including limitation of liability) shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

15. Miscellaneous

This Agreement and any exhibits attached or referred hereto, represents the entire agreement between the Parties concerning the subject matter hereof, replaces all prior and contemporaneous oral or written understandings and statements. Any other 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. Company reserves the right, at its discretion, to modify this Agreement, which modification will be effective 10 days following the posting of the modification to the Company's website or providing notice to you, whichever occurs first. 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 shall not be deemed a waiver by that Party as to subsequent enforcement or actions in the event of future breaches. Any waiver granted hereunder must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. 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. Company may use the trademarks, service marks, trade names, service names, logos or other brand designations of Customer in any promotional material or other public announcement or disclosure to state that Customer is a customer of Company. 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. 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 by Company in connection with a merger, consolidation, sale of all of the equity interests of the Company, or a sale of all or substantially all of the assets of the Company. Without derogating from and subject to the abovementioned, this Agreement will bind and benefit each Party and its respective successors and assigns. 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 of the city of Tel Aviv-Jaffa shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. Notwithstanding the foregoing, Company may seek equitable relief in any court of competent jurisdiction in order to protect its proprietary rights. Each Party irrevocably waives its right to trial of any issue by jury. 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. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party. Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of 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, riot, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Company. 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.