Subscription License Agreement

Please read this agreement carefully before subscribing to our services.

By clicking the "accept" or "ok" button and/or by using the Services (as defined below), 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", "we", "us", or "our") (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 this 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

1.1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control", for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2. "Customer Data" means all electronic data or information submitted by Customer to the Services, including lead and prospect data, campaign content, messaging templates, and data imported or discovered through the Services.

1.3. "Documentation" means the online user guides, documentation, and help and training materials, as updated from time to time, accessible via the Services at https://obert.io and https://app.obert.io.

1.4. "Order Form" means (a) an ordering document or online order specifying the Services to be provided hereunder that is entered into between you and us or any of our Affiliates, including any addenda and supplements thereto, or (b) your selection of a self-serve subscription plan and billing interval through the Obert application checkout flow. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

1.5. "Services" means the Obert go-to-market platform and related products ordered by you under an Order Form or provided to you under a free trial, and made available online by us, including associated offline or mobile components, as described in the Documentation. The Services may include, without limitation, inbound signals, social listening, outreach campaigns, messaging, dialer functionality, CRM and third-party integrations, lead management, and AI-assisted workflows.

1.6. "User" means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by us without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, us at Customer's request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.

2. Services

2.1. Provision of Services. We will (a) make the Services and Content available to you pursuant to this Agreement and the applicable Order Forms, (b) provide applicable standard support for the Services to you at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), Internet service provider failure or delay, Non-Obert Application, or denial of service attack.

2.2. Protection of Customer Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation and our Privacy Policy. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as you expressly permit in writing.

2.3. Our Personnel. We will be responsible for the performance of our personnel (including our employees and contractors) and their compliance with our obligations under this Agreement, except as otherwise specified herein.

3. Use of Services and Content

3.1. Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Services and access to Content are purchased as subscriptions, (b) subscriptions may be added or upgraded during a subscription term in accordance with the plan and billing rules published in the Documentation or checkout flow, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions unless otherwise specified.

3.2. Usage Limits. Services are subject to usage limits described in the applicable Order Form and Documentation. For self-serve plans, the primary enforced limit is the number of connected LinkedIn sender accounts permitted under your plan (the "Sender Cap"). Team members and workspace users are not subject to a separate seat cap unless expressly stated in an Order Form. Other capabilities, including outreach, signals, social listening, lead import, and visitor resolution, are not metered unless expressly stated in an Order Form. If you exceed your Sender Cap, we may block new LinkedIn account connections until you upgrade your plan or disconnect accounts. We do not charge usage overages for standard self-serve plans. If you are on a custom or enterprise Order Form with additional limits, and you exceed a contractual usage limit, we may work with you to reduce your usage so that it conforms to that limit. If, notwithstanding our efforts, you are unable or unwilling to abide by a contractual usage limit, you will execute an Order Form for additional quantities of the applicable Services or Content promptly upon our request, and/or pay any invoice for excess usage in accordance with Section 5.2 (Invoicing and Payment).

3.3. Your Responsibilities. You will (a) be responsible for Users' compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data and the means by which you acquired Customer Data, including ensuring you have all required notices, consents, and legal bases for outreach and data processing under applicable privacy, anti-spam, and platform rules, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, (e) comply with terms of service of any Non-Obert Applications with which you use Services or Content, including without limitation LinkedIn's User Agreement and Professional Community Policies, and (f) review and approve all outbound messaging and campaign content before it is sent, including any AI-generated content.

3.4. AI Functionalities. As part of the Services, we may provide various AI-enabled features and functionalities ("AI Functionalities"). The AI Functionalities may 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. You shall obtain and maintain all necessary consents, rights and permits and provide all necessary notices for such use of Customer Data by us in connection with the AI Functionalities. 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"). As between you and us, you shall own all rights, title, and interest to Input, and, subject to your compliance with the terms of this Agreement, we hereby assign to you any rights we may have to the 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. You acknowledge that Output is subject to, depends on, and is a function of the Input, may be inaccurate or incomplete, and may not be unique. You are solely responsible for reviewing Output before use in outreach or other customer-facing communications. As between you and us, we and our 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. You may not use AI Functionalities to create or share Output in a manner that violates this Agreement and/or any third-party policies, such as OpenAI's Usage Policy, Sharing and Publication Policy, and OpenAI API Terms, Anthropic Usage Policy, Anthropic Commercial Terms, Anthropic Service Specific Terms, and Google's Generative AI Terms. You shall not: (i) use Output from the AI Functionalities to develop models that compete with us and/or our AI providers; (ii) use the AI Functionalities to process health information, financial information, or other categories of sensitive information except as permitted by applicable law and this Agreement; (iii) disclose to any third party information related to the AI Functionalities except as permitted herein; (iv) use any automated or programmatic method to extract data or Output from the AI Functionalities, including scraping or web harvesting; (v) represent that Output from the AI Functionalities was human-generated when it is not; (vi) send or process 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. AI Functionalities are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind.

4. Non-Obert Providers

4.1. We or third parties may make available (for example, through integrations or otherwise) third-party products or services, including, for example, Non-Obert Applications and implementation and other consulting services. Any acquisition by you of such products or services, and any exchange of data between you and any Non-Obert Provider, product or service is solely between you and the applicable Non-Obert Provider. We do not warrant or support Non-Obert Applications or other non-Obert products or services, whether or not they are designated by us as "certified" or otherwise, unless expressly provided otherwise in an Order Form.

4.2. LinkedIn and Outreach Platforms. The Services may enable you to connect third-party outreach and social platforms, including LinkedIn accounts, email providers, CRM systems, telephony providers, and similar tools. You acknowledge and agree that: (a) we do not control and are not responsible for the policies, availability, enforcement actions, rate limits, or account restrictions imposed by those platforms; (b) platforms such as LinkedIn may limit, suspend, or terminate your accounts or access independently of us; (c) you are solely responsible for complying with all applicable platform terms, outreach laws, and anti-spam rules; (d) we do not guarantee connection acceptance rates, reply rates, deliverability, or campaign performance; and (e) any Customer Data transmitted to or processed by a Non-Obert Application is subject to that provider's terms and privacy policies.

4.3. Customer Integration Obligations. Where you request or enable an integration with a Non-Obert Application, you are responsible for obtaining any required authorizations from that provider and for the content, timing, and legality of messages, calls, and other outreach sent through such integrations.

5. Fees and Payment

5.1. Fees. You will pay all fees specified in Order Forms or displayed at checkout for self-serve plans. Self-serve subscriptions are offered on a tiered basis (for example, Founder and Team plans) and may be billed monthly or quarterly as selected at checkout. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and not on actual usage, except where a custom Order Form expressly provides otherwise, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased (such as plan tier or Sender Cap) cannot be decreased during the relevant subscription term except as permitted through the in-product billing or cancellation flows.

5.2. Invoicing and Payment. Self-serve subscriptions are processed through Paddle.com Market Ltd or its affiliates ("Paddle"), which acts as merchant of record for applicable transactions. By subscribing, you authorize Paddle to charge your payment method for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Charges are made in advance according to the billing interval you select (monthly or quarterly). Taxes, where applicable, may be calculated and collected by Paddle as merchant of record. For custom or enterprise Order Forms not processed through Paddle, you will provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.

5.3. Trials. If you start a free or card-upfront trial, the trial terms presented at checkout or in the applicable Order Form apply. Unless you cancel before the trial ends, your subscription will convert to a paid subscription and your payment method will be charged in accordance with the selected plan and interval.

5.4. Plan Changes and Cancellation. Plan upgrades may take effect immediately and may be prorated as described in the Documentation or billing interface. Downgrades and cancellations generally take effect at the end of the current billing period unless otherwise stated at checkout or in the Documentation. Cancelled subscriptions remain accessible until the end of the paid period, after which access may be limited as described in the Documentation.

5.5. Overdue Charges. If any invoiced amount is not received by us by the due date under a non-Paddle Order Form, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) we may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment).

6. Proprietary Rights and Licenses

6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, we and our licensors and Content Providers reserve all of our/their right, title and interest in and to the Services and Content, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

6.2. Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.

6.3. License to Host Customer Data and Applications. You grant us, our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display your Customer Data, and any Non-Obert Applications and program code created by or for you using a Service or for use by you with the Services, as reasonably necessary for us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, we acquire no right, title or interest from you or your licensors under this Agreement in or to any of your Customer Data, Non-Obert Application or such program code.

6.4. License to Use Feedback. You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our and/or our Affiliates' services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Users relating to the operation of our or our Affiliates' services.

7. Confidentiality

7.1. Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Customer Data; our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party's prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate's, legal counsel's or accountant's compliance with this "Confidentiality" section.

7.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. Representations, Warranties, Exclusive Remedies and Disclaimers

8.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2. Our Warranties. We warrant that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) we will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the "Non-Obert Providers" section above, we will not materially decrease the overall functionality of the Services. For any breach of a warranty above, your exclusive remedies are those described in the "Termination" and "Refund or Payment upon Termination" sections below.

8.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT OUTREACH WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, THAT THIRD-PARTY PLATFORMS WILL REMAIN AVAILABLE OR PERMIT YOUR USE OF THE SERVICES, OR THAT SIGNAL, ENRICHMENT, OR PROFILE DATA WILL BE COMPLETE, TIMELY, OR ERROR-FREE.

9. Mutual Indemnification

9.1. Indemnification by Us. We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that any Purchased Service infringes or misappropriates such third party's intellectual property rights (a "Claim Against You"), and will indemnify you from any damages, attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a settlement approved by us in writing of, a Claim Against You, provided you (a) promptly give us written notice of the Claim Against You, (b) give us sole control of the defense and settlement of the Claim Against You (except that we may not settle any Claim Against You unless it unconditionally releases you of all liability), and (c) give us all reasonable assistance, at our expense. If we receive information about an infringement or misappropriation claim related to a Service, we may in our discretion and at no cost to you (i) modify the Services so that they are no longer infringing or misappropriating, without breaching our warranties under "Our Warranties" above, (ii) obtain a license for your continued use of that Service in accordance with this Agreement, or (iii) terminate your subscriptions for that Service upon 30 days' written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-Obert Application or your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.

9.2. Indemnification by You. You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that any of your Customer Data or your use of Customer Data with the Services, a Non-Obert Application or a Non-Obert Application provided by you, infringes or misappropriates such third party's intellectual property rights, or arising from your use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a "Claim Against Us"), and you will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a settlement approved by you in writing of, a Claim Against Us, provided we (a) promptly give you written notice of the Claim Against Us, (b) give you sole control of the defense and settlement of the Claim Against Us (except that you may not settle any Claim Against Us unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense.

9.3. Exclusive Remedy. This "Mutual Indemnification" section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this section.

10. Limitation of Liability

10.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES' PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT" SECTION ABOVE.

10.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. Term and Termination

11.1. Term of Agreement. This Agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or have been terminated.

11.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form or checkout flow. Self-serve subscriptions renew automatically for successive periods equal to the billing interval you selected (monthly or quarterly), unless you cancel through the billing interface or Paddle customer portal before the renewal date. We may change plan pricing for renewals by posting updated pricing on our website or notifying you at least 60 days before the applicable renewal date. Custom or enterprise Order Forms may specify different renewal terms.

11.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4. Refund or Payment upon Termination. If this Agreement is terminated by you in accordance with Section 11.3 (Termination), we will refund you any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by us in accordance with Section 11.3, you will pay any unpaid fees covering the remainder of the term of all Order Forms. Voluntary cancellation of a self-serve subscription at period end does not entitle you to a refund for the current billing period. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination.

11.5. Portability and Deletion of Customer Data. Upon request made within 30 days after termination or expiration of your subscription, we will make Customer Data available for export through the Service or other reasonable means. After that period, we may delete Customer Data unless we are required by law to retain it.

11.6. Surviving Provisions. The sections titled "Fees and Payment," "Proprietary Rights and Licenses," "Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon Termination," "Portability and Deletion of Customer Data," "Removal of Content and Non-Obert Applications," and "General Provisions" will survive any termination or expiration of this Agreement.

12. General Provisions

12.1. Export Compliance. The Services, Content, other technology we make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

12.2. Anti-Corruption. You agree that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify our Legal Department at legal@obert.io.

12.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between you and us regarding your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in your purchase order or in any other of your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

12.4. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, that either party may assign this Agreement in its entirety (including all Order Forms), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, we will refund to you any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12.6. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

12.7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

12.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

12.9. Governing Law and Venue. This Agreement shall be governed by the internal substantive laws of the State of Israel, without respect to its conflict of laws principles. Any claim or dispute between you and Obert that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in Tel Aviv-Jaffa, Israel.

12.10. Removal of Content and Non-Obert Applications. We may remove any Content or disable any Non-Obert Application integration where we reasonably believe it violates this Agreement, applicable law, or third-party rights, or poses a security risk to the Services or other customers.