Switch-IO Ltd.

1.1 "Analytics Information" means any information or data that the Service processes, including but not limited to, information about the Customer's interaction with the Service, data about the performance of the Service, errors or malfunctions.

1.2 "Customer Information" means information and data of Customer uploaded by Customer to the Service and the Output Data.

1.3 "Feedback" means information or content concerning enhancements, changes or additions to the Service, that are requested, desired or suggested by the Customer or its Users.

1.4 "Order Form" means either the insertion order Customer has signed, or the enrollment plan Customer has selected and agreed to online, in each case specifying, among others, the Customer's details, the fees applicable to this Agreement, the Service usage metrics and parameters and limitations for the Customer and the particulars of any support and maintenance scheme for the Service. Such Order Form is incorporated by reference to this Agreement, and constitutes an integral part of it.

1.5 "Output Data" means any data generated through use of the Service as a result of its processing Customer Information, including the various reports, analytics, projections, recommendations, and other types of information and data that is generated, provided or made available to Customer through the Service.

1.6 "Term" means the period of this Agreement as specified in Section 10 below.

1.7 "Users" means those employees, consultants and agents that Customer designates to use and deal with the Service on its behalf.

2.1 Subject to the provisions of this Agreement, Switch grants Customer access to use the Service during the Term, pursuant to the usage parameters, limits and metrics specified in the Order Form.

2.2 Customer must ensure that all its Users fully comply with this Agreement. Customer shall be liable to Switch for all acts or omissions of those that use and deal with the Service on its behalf, as though Customer had performed those acts or omissions.

2.3 Customer acknowledges and agrees: (i) to keep, and ensure that each User keep all relevant access credentials to the Service secure at all times; and (ii) to promptly notify Switch in writing if Customer becomes aware of any unauthorized access or use of the Service or the access credentials thereto.

3.1 sublicense, transfer and/or assign the Service or any part thereof to any third party, or allow any third parties to use the Service, except Users, as contemplated by this Agreement;

3.2 remove, or in any manner alter, any product identification, proprietary, trademark, copyright or other notices contained in the Service;

3.3 work around any technical limitations of the Service or use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;

3.4 breach the security of the Service, identify, probe or scan any security vulnerabilities in the Service;

3.5 use robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service;

3.6 enhance, supplement, modify, adapt, decompile, disseminate, disassemble, recreate, generate, reverse assemble, reverse compile, reverse engineer, or otherwise attempt to identify the underlying source code of the Service or create derivative works thereof; or

3.7 use the Service in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Service.

4.1 The Service (excluding Customer Information) is a proprietary offering of Switch, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. The Service is offered to Customer for use and access only in accordance with the terms of this Agreement and is not sold in any other way.

4.2 Customer may provide Switch with Feedback, including information pertaining to bugs, errors and malfunctions of the Service, performance of the Service, the Service's compatibility and interoperability, and information or content concerning enhancements, changes or additions to the Service that Customer requests, desires or suggests. Customer hereby assigns all right, title and interest in and to the Feedback to Switch, including the right to make commercial use thereof, for any purpose Switch deems appropriate.

4.3 Except as provided herein with respect to Analytics Information and Customer's limited access to use the Service according to this Agreement, this Agreement does not grant or assign to Customer any other license, right, title, or interest in or to the Service or the intellectual property rights associated with it. All rights, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, whether or not based on or resulting from Feedback, but excluding Customer Information, are and will remain at all times owned by, or licensed to, Switch.

4.4 Customer Name and Logo — Publicity Rights. Switch may identify Customer as a customer and indicate Customer as a user of the Service on its website and in other online or offline marketing materials and press releases. Customer hereby grants Switch a worldwide, non-exclusive, non-transferable, royalty-free and free of charge license to use Customer's name, logo, and website URL on Switch's website and in other online or offline marketing materials relating to the Service. Customer may withdraw this consent at any time by providing written notice to Switch.

5.1 "Confidential Information" shall mean any and all information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial or other proprietary or confidential information of the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models, research plans, procedures, designs, formulations, processes, specifications and techniques, prototypes, samples, analyses, computer programs, trade secrets, data, methodologies, techniques, non-published patent applications and any other data or information, as well as improvements and know-how related thereto.

5.2 Analytics Information is considered Customer's Confidential Information.

5.3 Each Party herein must hold any Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, that it uses to prevent the unauthorized dissemination or publication of its own confidential information. Receiving Party may use this Confidential Information only as permitted under this Agreement.

5.4 The obligations set forth in this section shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on Receiving Party's part; (ii) Receiving Party can demonstrate in its prior established records to have had rightfully in Receiving Party's possession prior to disclosure of the same by the Disclosing Party; (iii) Receiving Party can demonstrate by written records that it had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) Disclosing Party has provided its prior written approval for disclosure; or (v) Receiving Party is required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, Receiving Party provides the Disclosing Party notice of the requested disclosure as soon as practicable, to allow the Disclosing Party, if it so chooses, to seek an appropriate protective or preventive order.

6.1 The Parties acknowledge and agree that the Service collects and processes Analytics Information and Switch undertakes to process the Analytics Information in accordance with this Section 6 and the Data Security Addendum attached to this Agreement.

6.2 The Service does not provide, and is not intended as, a data back-up service. Switch may delete the Analytics Information from the Service upon termination of this Agreement. Customer is responsible for maintaining back-up copies of its data.

6.3 Switch may use, internally within the Company and its service providers, any insights learned or generated through the Analytics Information, for product development and business development (including for the enhancement of the Service, development of new features, products and services). Customer will not be entitled to any remuneration from Switch for its use of such data as per the foregoing. However, the Parties agree that any outward publication of aggregated or deidentified data and insights learned or generated through the Analytics Information is subject to mutual agreement of the Parties.

6.4 Each Party will abide by any data privacy and data security laws and regulations that apply to it. The Parties will jointly consider and determine what permissions, legal bases, and informed consents, including those of individuals about whom the Parties process data, are necessary under applicable laws and regulations, in order to allow them to lawfully process the Analytics Information as contemplated by this Agreement.

9.1 Fees. In consideration for the Service, Customer will pay Switch the fees specified in the Order Form according to the payment schemes, payment terms and payment cycles specified therein. Fees quoted in the Order Form are exclusive of any sales tax and transaction charges. Customer shall bear such taxes and charges.

9.2 Non-refundable. All Customer's payment obligations to Switch are non-cancelable and all amounts paid in connection with the Service are non-refundable. Customer is responsible for paying all fees applicable to its subscription to the Service, whether or not it actively used, accessed or otherwise benefited from the Service.

9.3 Payment Terms. Unless set forth otherwise in the Order Form, amounts are due and payable to Switch within thirty (30) days of receipt of the applicable invoice.

9.4 Late Payments. Failure to settle any overdue fee within twenty one (21) calendar days of its original due date will constitute a material breach of this Agreement and, without limiting any remedies available to Switch, Switch may: (i) terminate this Agreement; or (ii) suspend performance of or access to the Service, until payment is made current. Late payments shall bear interest at the rate of nine percent (9%) per annum. Customer will reimburse Switch for all legal costs and attorney fees Switch incurs in the course of collecting Customer's overdue fees.

9.5 Currency. All fees are quoted in US Dollars and Customer shall pay Switch in US Dollars, unless stated differently in the Order Form. Fees are payable by the methods indicated in the Order Form.

9.6 Payment Processors. Payment may be processed and handled through relevant third party payment processors. Any payments processed through third party payment processors are therefore subject not only to this Agreement, but also the terms and conditions of the applicable third party payment processor pursuant to Customer's agreement with them. Customer acknowledges that such third party payment processors may charge commission from the Customer. Switch is not responsible for such commission, which is strictly between Customer and the relevant payment processor. Fees that Switch is unable to charge through the payment method Customer provided are deemed an overdue fee.

10.1 This Agreement will be in effect for the period specified in the Order Form, and renewed in accordance with the renewal terms and cycles specified in the Order Form (the "Term").

10.2 Notwithstanding the above, either party may terminate this Agreement:

10.3 Immediately upon termination of this Agreement:

10.4 Sections in this Agreement that by their purpose or nature should survive termination of this Agreement will so survive.

11.1 Switch will endeavor to have the Service operate properly. However, as a service that relies on back-end software, infrastructure, servers, third party networks and continuous internet connectivity, it cannot guarantee that the Service will operate in an uninterrupted or error-free manner, or that it will always be available, free from errors, omissions or malfunctions.

11.2 If Switch becomes aware of any failure or malfunction, it shall attempt to regain the Service's availability as soon as practicable. However, such incidents will not be considered a breach of this Agreement.

11.3 THE SERVICE IS PROVIDED "AS IS". SWITCH HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND THE OUTPUT DATA, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON-INFRINGEMENT, TITLE, SECURITY, COMPATIBILITY OR PERFORMANCE.

11.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT OR FRAUD, SWITCH, INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON ITS BEHALF, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING FROM, OR IN CONNECTION WITH, THIS AGREEMENT, ANY USE OF, OR THE INABILITY TO USE THE SERVICE, THE OUTPUT DATA, ANY RELIANCE UPON THE OUTPUT DATA OR ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE SERVICE OR THE OUTPUT DATA.

11.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE EVENT OF INTENTIONAL MISCONDUCT OR FRAUD, THE TOTAL AND AGGREGATE LIABILITY OF SWITCH (INCLUDING ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON ITS BEHALF), FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICE OR THE OUTPUT DATA, SHALL BE LIMITED TO THE FEES PAYABLE TO SWITCH FOR THE SERVICE IN THE PRECEDING 12 MONTHS PRIOR TO THE EVENT PURPORTEDLY GIVING RISE TO THE CLAIM.

12.1 This Agreement and Customer's use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel. The Parties agree that exclusive jurisdiction for any dispute arising out of or relating to this Agreement shall be exclusively submitted to the competent courts of Tel Aviv, Israel.