Welcome to Tuqqi. We - Tuqqi Systems Ltd. having its principal offices at Ariel Sharon St 4, Giv'atayim, Israel, 5320047 (“Tuqqi”or “we”) - created this Software-as-a-Service Agreement and Terms of Service (the “Terms” also "Agreement") and our Privacy Policy to govern your access and use of our software platform, including - web, mobile, desktop, plugins, extensions and services(the “Platform” and the “Services” ,respectively); Please read the following carefully.

The Terms shall also apply to the purchase order executed between the Customer and Tuqqi or its authorized reseller (the “Order”), and the provisions of these Terms are complementary and in addition thereto.

Acceptance of Terms

By using our Services or Platform,You (also "Customer", "Party", "Parties") agree to be bound by this Terms. If You don’t agree with the Terms, please do not use the Services or our Platform.

If you are agreeing to be bound by these Terms on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the requisite authority, you may not accept these Terms or use the Platform or Services on behalf of your employer or other entity. You may not use the Platform or the Services and may not accept theseTerms if you are a person barred from using the Platform or the Services under the laws of the country in which you are a resident or from which you use the Platform or the Services.

We may, in our sole discretion,refuse to offer our Services to any person or entity. We further may, withoutnotice and in our sole discretion, terminate your right to use the Platform orthe Services, or any portion thereof, and block or prevent your future accessto and use of the Platform or the Services or any portion thereof.

If you violate these Terms, we reserve the right to issue you a warning regarding the violation or to immediately terminate or suspend your use of the Platform or the Services. You agree that we do not need to provide you notice before terminating or suspending your use of the Platform or the Services, but we may provide such notice in our sole discretion.

From time to time we may make changes to this Terms and publish the same prominently on our Platform with the date of the last update. These changes will supersede any prior changes. You understand and agree that we will treat Your continued use of our Services or Platform after such changes have been published as Your acceptance of the updated Terms.

1.     Grant of License

1.1.     License. Subject to Customer’s compliance with the terms and conditions of this Agreement and payment of all applicable fees, Tuqqi grants to Customer a worldwide, non-exclusive, payment-bearing, non-transferable and sub-licensable license for Customer to access and the Tuqqi platform, as set forth in the proposal offer sent to the customer.

1.2.     Parties Coordination. You shall designate a project manager, who shall be responsible for liaison activities with the Tuqqi or its authorized reseller (a“Project Manager”). You may change the identity of the Project Manager at your discretion but shall however inform Tuqqi or its authorized reseller of the identity of the new Project Manager in a timely manner. The Project Manager shall discuss periodically with Tuqqi or its authorized reseller to review the due and proper performance of theAgreement and the Services licensed hereunder.

1.3.     Customer here by grants Tuqqi with a non-exclusive, sub-licensable, non-transferable, royalty-free, irrevocable, limited license to copy, store, process, edit, create derivative work of, and otherwise use the Customer Data (defined below)(a) for the performance of the Services and/or to otherwise perform under thisAgreement, and (b) to evaluate and improve Tuqqi’s products and technology (the“Data License”). Customer represents and warrants that it has obtained, and will maintain, all consents, permissions, and licenses necessary for granting the Data License, and that theCustomer Data will not violate any third party's privacy right. “Customer Data” means any data submitted and/or transferred by Customer to, or otherwise accessed by, the Services and/or thePlatform for processing as part of the Services.

1.4.     Customer acknowledges and agrees that Tuqqi has no obligation to review any of the contents of Customer Data for their accuracy or completeness, or for their potential violation of any third party rights, and/or to check or monitor any such contents for any of the foregoing before or during any transference thereof, and Customer further acknowledges and agrees that Customer bears entire responsibility and liability in connection with such contents and/or their display.

2.    License Fees; Payment Terms

2.1.     License Fees. In consideration for the rights to be granted by Tuqqi under thisAgreement, Customer shall pay Tuqqi or its authorized reseller the fees stated in the Order.

2.2.      All fees payable under this Agreement to Tuqqi are net amounts and shall be payable in full to Tuqqi, without any deduction of any kind, including for taxes and/or duties of any kind. In addition, no amounts shall be set off by Customer for any reason whatsoever. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind associated with this Agreement or its receipt of the Services, except for taxes based on Tuqqi’s net income.

2.3.     Late Payments. Any payments by Customer that are not paid to Tuqqi on or before the date such payments are due under this Agreement shall bear interest of one percent (1%) per month. Interest shall accrue beginning on the first day following the due date for payment and shall be compounded quarterly.

3.    Services Integration, Maintenance & Support

3.1.     Integration. Customer shall reasonably assist Tuqqi or its authorized reseller in the integration of the Services licensed hereunder with Customer’s systems. Customer is responsible to: (a) prepare the required infrastructure according to the customization and installation needs in order for the Services licensed hereunder to work with on Customer’s systems (the ”Specifications”)as to allow proper operation and maintenance of such Services; (b) maintain theCustomer’s operating environment in accordance with the Specifications and in good working order; and (c) have either internal or 3rd-party support of the hardware, operating system, firewalls, proxy servers, etc. so as to allow such Services to be used by Customer.

3.2.     Maintenance and Support. Tuqqi shall make commercially reasonable efforts to ensure that the Services licensed here under will be accessible and functional on a-continuous basis, with the exception of scheduled maintenance periods as Tuqqi will notify Customer in advance. Maintenance and support for the Services licensed hereunder shall be provided by Tuqqi only to Customers which acquired the Service directly from Tuqqi in accordance with the Service Level Agreement attached here to as Appendix A.Customer shall not change and/or replace any equipment through which theServices are used by Customer on nor install any software on its servers which might hinder the normal functioning of the Services without the prior written approval of Tuqqi. Customer agrees to provide Tuqqi with access to its premises and network upon reasonable prior notice in order to permit it to provide the maintenance and support services in the event when no such support is possible to provide remotely.

3.3.     Feedback. Customer agrees to provide Tuqqi with feedback concerning the functionality and performance of the Platform and/or Services, from time to time, as reasonably requested by Tuqqi, including, without limitation identifying potential errors, enhancements and improvements. Any feedback, suggestions, ideas or other inputs that Customer provides Tuqqi in connection with the Platform and/or theServices may be freely used by Tuqqi to improve or enhance Tuqqi’ products and services and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by Customer as aforesaid, shall vest solely with Tuqqi.  

4.    Retention of Title/IP Rights

4.1.     Customer acknowledges that all rights, title and interest in and to the Services, the Platform and any copies thereof and any and all trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection with the Services and/or the Platform are and shall at all times remain the sole and exclusive property of Tuqqi.  

4.2.     Further, it is hereby agreed that any and all inventions, developments, source codes, improvements, mask works, trade secrets, modifications, discoveries, concepts, ideas and/or designs, including any derivative works and modifications and any proprietary information, whether or not patentable or otherwise protectable, and all intellectual property rights associated therewith, which are invented, made, developed, discovered, conceived or created, in whole or in part, independently, or jointly with others, in connection to the Services, thePlatform and/or any other confidential or proprietary information of Tuqqi or which was provided by Tuqqi to Customer, shall be the sole and exclusive property of Tuqqi (collectively, “IP Rights”).

4.3.     Customer agrees that Tuqqi may freely collect and use general, aggregated, non personally identifiable information and data regarding Customer’s usage of theServices, provided however, that personally-identifiable information received by Tuqqi from Customer (if any) will be held and used in accordance with applicable law. Any such information gathered by Tuqqi will be used in connection with evaluating and improving Tuqqi’ products and technology.  

5.    Restrictions on Use

5.1.     Restrictions Use. Customer’s use of the Services is limited to that specifically and explicitly permitted in this Agreement.  

Customer will not, and will not allow, permit or assist any third party:

(i)      to reverse engineer, decompose, disassemble, re-engineer, or attempt to discover any source code or underlying ideas or algorithms of the Services and/or thePlatform;

(ii)     provide, lease, rent, lend, sub-license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Services and/or the Platform for the benefit of any third party; and

(iii)       modify, enhance or otherwise change the Services and/or the Platform without Tuqqi's prior written approval.

5.2.     In using theServices, Customer will adhere to all applicable laws regarding the transmission and distribution of information or material over the Internet and will otherwise adhere to generally accepted standards of Internet usage.

6.    Term and Termination

6.1.     This Agreement and the license and rights granted to Customer under this Agreement shall be in effect, as of the date set forth in the Order and, unless earlier terminated asset forth below, shall remain in effect through the end of the term stated in the Order.

6.2.     Either Party may terminate this Agreement if the other Party breaches any material term or condition of this Agreement and such breach is not remedied within thirty (30)days after receiving written notice thereof. Notwithstanding therefore going, Tuqqi may immediately, by written notice to Customer, suspend or terminate thisAgreement if Customer fails to make any timely payment of fees owed to Tuqqi orin case of breach and/or failure to comply with any of the provisions ofSections 1 (“Grant of License”), 4 (“Retention of Title/IP Rights”),5 (“Restrictions on Use”) or 7 (“Confidentiality”).

6.3.     Either Party shall have the right to immediately terminate this Agreement, upon written notice, in the event the other Party files a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged within sixty (60) days.

6.4.     Effects of Termination. Upon termination of this Agreement, the Recipient (as defined below) shall cease to use and shall either destroy or return to the Discloser(as defined below) any Confidential Information (as defined below) of theDiscloser in the Recipient’s possession. In addition, Customer shall pay Tuqqi all amounts and fees owed to Tuqqi up to the date of termination. Any amounts and fees paid hereunder to Tuqqi shall be non-refundable, except in the event of breach of any material term or condition of this Agreement by Tuqqi which is not remedied by Tuqqi in accordance with Section 6.2 above, in which case Tuqqi shall refund Customer the pro-rated fees actually paid by Customer for the period following the date of termination of this Agreement by Customer.

6.5.     No Waiver.Termination of this Agreement under this Section 6 shall be in addition to, and not a waiver of, any remedy at law or in equity available to Tuqqi arising fromCustomer’s breach of this Agreement or any agreement relating to the Services and/or the Platform.

6.6.     Survival.Termination of this Agreement shall not affect any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after the termination, including without limitation the provisions of Sections 4, 6.4-6.6, 7, 8 and 9.

7.    Confidentiality

7.1.     Each party hereto(the “Recipient”) shall keep any confidential and proprietary information provided by the other party(the “Discloser”), the IP Rights, and any information regarding and/or relating to each of the above, which (i) is in written, recorded, electronic, graphical or other tangible form, whether or not marked as confidential and/or proprietary; or (ii) if disclosed orally, is identified orally as confidential and/or proprietary at the time of disclosure or is of a confidential nature as evident from its contents or the circumstances surrounding the disclosure (the “ConfidentialInformation”), in strict confidence, and shall prevent and protect the Confidential Information of the Discloser from unauthorized disclosure or use. The Recipient shall not disclose any or all of the Confidential Information of the Discloser (including methods or concepts utilized therein)and the results of any tests regarding the Confidential Information of the Discloser to anyone, except to the Discloser, and to the Recipient’s employees who have a need to know such information under this Agreement. The Recipient shall notify each employee to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by such employee, and shall ensure that such employee shall be bound, prior to such disclosure, by a confidentiality undertaking with terms not less restrictive in comparison to the terms set forth in this Agreement.  

7.2.     Information shall not be considered Confidential Information if such information:

(i)       was lawfully and rightfully known to the Recipient without restrictions as to use or disclosure, prior to the disclosure by the Discloser.

(ii)     was at the time of disclosure to the Recipient, or subsequently became generally available to the public, through no fault of the Recipient.

(iii)    was received by the Recipient from a third party without restrictions as to disclosure.

(iv)    was independently developed by the Recipient without use of the Confidential Information of theDiscloser.

(v)     required to be disclosed by a court or governmental authority or by applicable law or regulation, provided however, that (a) the Recipient notifies the Discloser of such disclosure, to the extent not limited by law; and (b) to the extent possible, provides the Discloser with the opportunity to oppose the disclosure or obtain a protective order.

7.3.     The Recipient acknowledges and agrees that a violation of any of the Discloser's proprietary rights, including without limitation, violation of the confidentiality undertakings in this Agreement, may cause significant harm to the Discloser, that monetary damages would be inadequate, and that the Discloser will be irreparably harmed. In the event of such a violation, the Recipient agrees that in addition to any other rights and remedies the Discloser may have, an injunction (whether temporary, preliminary or final) shall be entered in a court of competent jurisdiction against the Recipient upon the request of the Discloser, without bond.

8.    Limitation on Liability  

Customer expressly acknowledges and agrees that Tuqqi is not providing any warranty or guarantee with respect to the Services and/or the Platform and that the use of the Services and/or thePlatform is at customer’s sole risk. accordingly, to the maximum extent permitted by applicable law, the Services, the Platform and any information provided under this agreement are provided “as is” and Tuqqi and its affiliates hereby disclaim all warranties and conditions, either express, implied or statutory, including without limitation, any (if any) implied warranties or conditions of merchantability, fitness for a particular purpose, lack of viruses, title, non-infringement, quiet enjoyment or that the Services and/or the Platform will perform error-free or uninterrupted.

In no event shall Tuqqi or anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits, business interruption, loss of business information or data or loss or damages to goodwill, in connection with this agreement regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if Tuqqi has been advised of the possibility of such damages or loss. Notwithstanding anything to the contrary herein, under no circumstances will Tuqqi’s total and aggregate liability to customer from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to this agreement, exceed the fees actually paid by customer to Tuqqi for the right to use the Services in the twelve (12) months preceding such claim.

9.    Miscellaneous  

9.1.     Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Israel, without application of its principles of conflicts of law. The Parties irrevocably consent to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel, to adjudicate all disputes arising from or related to this Agreement to the exclusion of the jurisdiction of any other court; however, Tuqqi shall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory.

9.2.     Publicity. Tuqqi may identify Customer on Tuqqi’s website(s)and other marketing materials as a user of the Services. Upon Tuqqi’ reasonable request, Customer agrees to provide Tuqqi with information regarding its use of the Services and cooperate with Tuqqi’s efforts to promote and market the Services including agreeing to be a reference for future customers of Tuqqi.

9.3.     Assignment. Neither party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under this Agreement without the prior written consent of the other party, provided however, that a party may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of its relevant assets or other such change of control or corporate reorganization.

9.4.     Sever ability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall in no way be affected, impaired or invalidated.

9.5.     Force Majeure. Neither Party shall be liable for any delay in performing its obligations (except for payment obligations) hereunder if such delay is caused by factors beyond its control, including without limitation acts of God, war, riot, fire, explosion, flood, earthquake or technical failure beyond suchParty’s reasonable control (“Force Majeure”).Subject to the Party so delaying promptly notifying the other Party in writing of the reasons for the delay (and the likely duration of the delay), the performance of such Party's obligations shall be suspended during the period ofForce Majeure and such Party shall be granted an extension of time for performance equal to the period of the delay.  Either Party may, if such delay continues for more than sixty (60) consecutive days terminate thisAgreement forthwith on giving notice in writing to the other in which event neither Party shall be liable to the other by reason of such termination.

9.6.     Entire Agreement. The terms and provisions herein contained constitute the entireAgreement between the Parties with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between theParties hereto with respect to the subject matters hereof. No modification, amendment or correction to this Agreement shall be binding upon either of theParties hereto unless in writing and signed by the duly authorized representatives of both Parties.

9.7.     Waiver. No waiver of any rights by any party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a Party in exercising any power or right hereunder, and no forbearance or indulgence of a party granted to the other party, shall in any way restrict or diminish the full rights and powers of thatParty under this Agreement, or operate as a waiver of any breach by a Party of any of the terms or conditions of this Agreement.

9.8.     Notices. Any notice provided pursuant to this Agreement shall be in writing and shall be sent to the addresses of the Parties contained in the preamble of thisAgreement by registered mail, or facsimile with telephone confirmation, ore-mail with notice of receipt requested, or by hand delivery. All notices will be deemed to have been delivered five (5) business days after being mailed(return receipt requested) if delivered by registered mail, or one (1) business day after delivered by hand, by facsimile or by e-mail (with confirmation of receipt).

9.9.     Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if both Parties had signed the same document.

Appendix A - ServiceLevel Agreement (SLA)

1.    Definitions

Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement (as such term is defined herein).

1.1.   “Specifications” shall have such meaning as ascribed to it in the Agreement.

1.2.   “Agreement” shall mean that certain Terms of Service Agreement between the Parties to which this Appendix A is attached.

1.3.   “Services” shall have the meaning ascribed to such term in the Agreement and including any and all“Updates” and “Upgrades” as defined herein.  

1.4.   “Platform” shall have the meaning ascribed to such term in the Agreement.

1.5.   “Problem” shall mean any failure of the Services to perform substantially in accordance with Appendix A to the Agreement.

1.6.   “Update” shall mean an update to the Services, which update may include corrections of any defects, fixes of any bugs to the Platform. Updates may be provided by Tuqqi also in the framework of Upgrades.

1.7.   “Upgrade” shall mean a major upgrade of the Platform which significantly changes the functionality of the Services.  

1.8.   “Work Around” shall mean a technically feasible change in the operating procedure of the Services whereby the effects of a Problem on the normal operation of the Services are reasonably minimized.

2.    Maintenance & Support Services; Special Services

Subject to the terms and conditions hereof, including without limitation payment of all applicable fees, Tuqqi shall provide Customer with the following services during the subscription period under the Agreement:

2.1.   Maintenance Services. If and when Updates are developed by Tuqqi, Tuqqi shall make suchUpdates available to Customer. Both Parties shall be responsible for the testing of those Updates.  

2.2.   Customer acknowledges and agrees that, in addition to the provisions of this Appendix A, any and allUpdates and Upgrades will also be subject to and governed by the provisions of the Agreement.

2.3.   Support Services.In response to Customer’s report of a Problem, Tuqqi will make reasonable efforts to provide a fix or a Work Around for reproducible Problems, all at Tuqqi’s discretion. A reproducible Problem shall mean a Problem that Tuqqi can reproduce on Tuqqi’s systems. Each report of a Problem must be accompanied by information sufficient to reasonably enable Tuqqi to verify and reproduce the Problem, including but not limited to the input data that generated the Problem.

2.4.   Support services will be provided set forth below.

2.5.   Tuqqi will have a support team available to answer Customer’s questions during 09:00 to 18:00(Israel time) on business days.  

3.    Service Exclusions

Tuqqi shall have no obligation to provide services for or in connection with Problems caused by any of the following:

3.1.   Use of the Services other than in strict accordance with the Agreement and/or in the Specifications;

3.2.   Services used with any computer hardware or used in combination with any software, except as specified in the Specifications;  

3.3.   Introduction of data into any database used by the Services by any means other than by use of theServices;

3.4.   Misuse of the Services, whether through negligence or accident;

3.5.   Problems resulting from hardware or software not in accordance with the Specifications;

3.6.   User errors, including without limitation, problems caused by incorrect set up, host data, user actions in conflict with the Specifications and/or failure to perform required administrative duties (such as back up, purges, modifying data, etc.);

3.7.   Network problems, including without limitation, problems with remote access connection, with routers, segments, hubs and switches;

3.8.   Support environment failures – failures of any external support connections from Customer to computer systems maintained by Customer or any third party, including without limitation power outage or component failure;  

3.9.   Problems resulting from damage caused by computer virus or similar malicious code contained in thePlatform and/or the Services through no fault of Tuqqi;

3.10. Problems resulting from failure to incorporate or implement any fix, Work Around or Update or any other maintenance or support service provided by Tuqqi.

A determination by Tuqqi that aProblem is not covered by this Appendix A can be made at any time.  If Tuqqi demonstrates to Customer that the Problem is excluded from the scope ofServices, Tuqqi will be entitled to invoice Customer on a time and materials basis at Tuqqi’s then prevailing rates for any work performed by Tuqqi in connection with Tuqqi’s efforts to resolve the Problem.

4.    Customer’s Responsibilities

Customer will take all actions necessary to assist Tuqqi in identifying and reproducing Problems, and shall provide Tuqqi with all reasonable and necessary assistance in providing the support services covered by this Appendix A. Customer agrees to notify Tuqqi promptly following discovery of the failure of the Services to substantially conform to Appendix A to the Agreement.

‍