KILOMETER TERMS AND CONDITIONS

Kilometer.io Ltd. (“Kilometer”) provides data enrichment and machine learning tool to provide actionable information about users, companies and leads (the “Services”). These Terms and Conditions (these “Terms”) govern your access and use of the Services. “Company” means any customer of Kilometer that uses the Solution.

Please read these Terms carefully. These Terms are a legal agreement that govern your use of the Services and any code that Kilometer may provide to Company provided by Kilometer that allows implementation of the Services in your application or website (the “Code”). You must accept these Terms prior to using the Services and by using the Services you agree to all terms and conditions of these Terms and our privacy policy, a current copy of which is available at kilometer.io/privacy-policy (the “Privacy Policy”).

• Services. Subject to the terms and conditions hereof, during the Term Company may use the Code on a non-exclusive basis, solely in order to integrate the Code into Company’s own proprietary web or mobile application or Internet website (the “Application”) in order to receive the Services for Company’s own internal uses.

• Registration. In order to use the Services, Company will be required to register with Kilometer. Company must provide all information as requested by Kilometer in the registration process, and Company represents and warrants that all such information shall be accurate and complete. Company shall keep such information up-to-date. Company shall immediately notify Kilometer if there is a security breach of its account.

• Restrictions. Except as set forth expressly herein or as permitted by the Services, Company shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Services; (b) modify the Services, or insert any code or product, or in any other way manipulate the Services in any way; (c) modify the Code in any way without Kilometer’s prior written consent, (d) sublicense, sell, or distribute the Code or use the Services to provide any service as a service bureau, (e) bypass any security or access protection measure of Kilometer with respect to the Services. Company may not distribute the Code on a stand-alone basis, and the Application must provide material functionality in addition to the Code and the Services. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Company shall inform Kilometer in writing in each instance prior to engaging in the activities set forth above.

• Application. Company represents and warrants that its Application (a) does not infringe the intellectual property rights of any third party, (b) does not contain any defamatory, libelous, obscene or otherwise offensive material, (c) complies with all applicable law and regulations, (d) does not collect, use or transfer the data of end users in any manner not clearly and accurately disclosed pursuant to a privacy policy that complies with applicable law and regulations, and (e) does not contain any worms, viruses, spyware, adware or other malicious or intrusive software. Furthermore, Company represents and warrants that Company provides to users a clear description of all material functionality of its Application. Company shall not provide to Kilometer any health, medical, biometric, financial, or insurance data or other data subject to specific regulatory or statutory protection regimes except as may otherwise be expressly agreed in writing between the parties. Company shall not provide Kilometer with any data knowingly collected from children under the age of 13. Furthermore, Company shall provide to Kilometer any data the disclosure of which could cause material harm, such as passwords or authentication credentials, social security numbers, driver license numbers, real-time geolocation information or confidential communications.

• Intellectual Property. Company shall have all right, title and interest in its Application, and Kilometer shall have all right, title and interest in the Code and the Services, and all software that provides the Services. Kilometer does not request feedback regarding the Code and the Services. Notwithstanding the foregoing, if Company provides Kilometer with any feedback regarding the Code and the Services, Kilometer may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing herein shall be interpreted to provide Company any rights in the Code or the Services except the limited right to use the Code and receive the Service as set forth herein.

• Payment. Use of the beta version of the Code and Services is currently provided at no charge. Kilometer may begin charging for use of the Code and Services at any time by providing you with 10 days prior notice. Company is responsible for any taxes applicable as a result of the use of the Code and Services.

• Refund/Cancellation. Kilometer provides means for Account and Paid Plan cancellation on the Kilometer website. If You cancel Your Account within 60 calendar days of the date of sign up, and You request a refund, Kilometer will refund all payments You have made within the 60 calendar days prior to the cancellation and refund request.

• Application Data. Use of the Services or the Code allows Kilometer to track data (including using cookies) concerning the characteristics and activities of users of its Application as long as the Code is installed. See the Privacy Policy for more information concerning the data collected by the Services (“Application Data”). Company may modify the categories of Application Data collected by the Service through configuration of the Services. As such, to the extent configured by Company or as otherwise set forth in the Privacy Policy, the Application Data shall contain personally-identifiable information. Company retains all right, title and interest in Application Data. Kilometer may use aggregate anonymized data derived from Company’s Application Data for its own commercial purposes and may disclose such aggregated data to third parties, provided that such data identifies neither the Company nor any end user of the Company. Company represents and warrants that Company is permitted to collect such Application Data for provision and analysis to Kilometer, and for transfer by Kilometer to Company. Kilometer and its agents may process Application data outside of the jurisdiction of Company. Kilometer may disclose Application Data (a) as required by law or pursuant to a bonafide law enforcement investigation provided that, to the extent permitted under applicable law, Kilometer provides Company with prior notice of such requirement, (b) To protect the rights and property of Kilometer or its agents, employees and customers, (c) to enforce Kilometer’s agreements and policies or (d) in connection with a sale or transfer of all or part of Kilometer’s business. Company must provide end users with disclosure as required by law or industry standards of how and to what extent the Services are used to collect, use and store Application Data.

• Enrichment. Kilometer shall provide Company with information, scores and predictions in respect of the Application's users (“Enrichment”). Kilometer makes no warranty that the Enrichment provided shall be useful to Company’s business. Company is solely responsible for any actions Company may take based on the Enrichment, and in making any decision Company should take into account the possibility that information provide by the Enrichment may not correctly reflect current or future trends.

• Confidentiality. In the context of the relationship under these Terms, either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Subject to the terms and conditions of these Terms, Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees and contractors with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Company will not disclose any information regarding the results of any testing or evaluation of the Services to any third party without Kilometer’s prior written consent.

• Indemnification. Company shall defend and indemnify Kilometer (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Kilometer may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from: (a) any breach of Company’s obligations, representations or warranties herein; or (b) any use or distribution of the Company’s Application in violation of applicable law or regulations. Kilometer may be involved in any such proceeding with counsel of its own choosing at its own expense.

• Disclaimer of Warranties. COMPANY ACCEPTS THE CODE AND SERVICES “AS IS” AND ACKNOWLEDGE THAT KILOMETER MAKES NO OTHER WARRANTY AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

• Limitation of Liability. IN NO EVENT SHALL KILOMETER, ITS DIRECTORS, OFFICERS, AFFILIATES OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN. IN ANY CASE, KILOMETER’S ENTIRE LIABILITY FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY KILOMETER FROM COMPANY IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. AS SUCH, IF COMPANY HAS NOT MADE ANY PAYMENT FOR USE OF THE SERVICES, KILOMETER SHALL HAVE NO LIABILITY HEREUNDER.

• Term. The term of these Terms shall commence on the Effective Date and shall continue in effect for a period of one year (the “Initial Term”). Following the Initial Term, these Terms shall automatically renew for subsequent terms of six months each (each a “Renewal Term” and together with the Initial Term, the “Term”) unless one of the parties notifies the other party of its intention not to renew the Agreement at least 15 days prior to the commencement of any Renewal Term. Either party may terminate these Terms at any time with 30 days prior written notice. Kilometer may terminate these Terms with written notice if it has reason to believe that Company is in breach of these Terms. Upon any termination or expiration of these Terms, Kilometer will cease providing the Services, and Company will delete all copies of the Code from its Application. Sections 3-16 of these Terms shall survive any termination thereof.

• Publicity. Kilometer may refer to Company as a customer of Kilometer, including by displaying Company’s name and logo on Kilometer’s website and other marketing materials.

• Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. For clarity, the provisions of these Terms supersede any earlier non-disclosure or confidentiality agreements between the parties. Except as expressly set forth herein, these Terms may not be modified or amended except in a writing executed by both parties. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All waivers must be in writing. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Kilometer may provide Company with notices required hereunder by contacting Company at any email address Company provided, including in its registration information. Kilometer may assign its rights or obligations pursuant to these Terms. Company agrees not to assign any rights under these Terms; any attempted assignment shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel-Aviv/Jaffa shall have exclusive jurisdiction to hear any disputes arising hereunder.