TERMS AND CONDITIONS

1. General

   1. Cady Solutions Ltd. ("We" or "Company") offers to its customers, including you ("You" or "Customer"), an AI-driven solution designed to automate certain aspects of the manual inspection process of electrical circuit schematics (the "Platform") and such other services made available by the Company in connection thereto (collectively, including the Platform, the "Services"), subject to these terms and conditions (hereinafter, the “Agreement”).
   
   
   2. By registering for, using or accessing the Services, you agree to this Agreement. By being bound by this Agreement, the end user represents that he/she has the authority to enter into this Agreement on behalf of his/her company, and that the Customer shall ensure that all of the Customer’s employees and agents will be bound by this Agreement. if you and your company do not wish to be bound by this Agreement you may not use the Services.
   
   
   3. The Services are designed for businesses (B2B) and natural persons in their capacity as such should not use them.
   
   
   4. Our competitors are not allowed to use the Services in any manner. If You are Our competitor, you are not allowed to use the Services, unless We knowingly permitted You to do so in writing.



2. SERVICES

   1. The Services are offered on a subscription basis with specific limitations, conditions and/or requirements ("Service Capacity"). Compliance with the Service Capacity shall be determined according to Company’s records.
   
   
   2. In order to receive the Services, the Customer must subscribe for the Services by placing an order form supplied to the Customer by the Company (including online via the Platform if applicable) ("Order Form"). Only Order Forms approved in writing by the Company shall be binding upon it.
   
   
   3. Only registered Customers may access the Platform. For registration the Customer shall give accurate information and, where such information changes over time, update such information without undue delay. The Customer shall ensure that its e-mail address, as supplied to the Company, is current at all times and an address at which the Customer can be contacted. Please note that Customer is allowed to share with us only its business email address without any personally identifiable information and without imposing any liability on the Company to verify compliance with such restriction. Company reserves the right to refuse registration of, or cancel or suspend access, it deems inappropriate.
   
   
   4. Upon completion of the registration the Customer will be provided with an initial access code, comprising a Username and a Password ("User Credentials"). On first access the Customer shall promptly change the password received from the Company into a password known only to the specific user.
   
   
   5. The Customer shall ensure that all User Credentials are not accessible to and shall not be used by anyone else other than the permitted user(s) of the Customer (“Authorized Users”) and is liable for all transactions and other activities carried out under its User Credentials.
   
   
   6. At the end of each online session, the Customer shall log-off from the Platform. If and to the extent the Customer becomes aware that anyone is misusing its User Credentials, the Customer shall promptly notify the Company thereof in writing by e-mail.
   
   
   7. Except if otherwise specifically agreed by a written agreement between the Company and the Customer, the Customer understands and agrees that: (i) the Company shall in no event be obligated to provide support and/or maintenance, bug fixes, updates or upgrades to the Customer; and (ii) the Company makes no service level commitment concerning availability of and access to the Services by Customer. It is clarified that, as a condition for the Services' continuity, the Company may (or as applicable to version of the Platform, may require the Customer to) implement any update or upgrade to the Services as the Company's deems fit.
   
   
   8. Any use of the Services is permitted only in accordance with this Agreement.



3. RESTRICTIONS AND RESPONSIBILITIES

   1. Customer will not, directly or indirectly: use the Service by means other than through the interfaces that are provided by the Company and as allowed under this Agreement; reverse engineer, decompile, decode, adapt, disassemble or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services, including any improvements, modifications, enhancements, fixes, updates and upgrades ("Software") or otherwise attempt to derive or gain any access to any software component of the Software or the Services, in whole or in part; sell, rent, lease, distribute, transfer, copy, republish, display, license or sublicense the Services; introduce or transmit to the Services or otherwise to the Company any harmful or malicious code, malware, files or programs or any unlawful data; modify, translate, or create derivative works based on any Service and/or any Software (except to the extent expressly permitted by Company in writing or as authorized within the Platform); use the Services or any Software for timesharing or service bureau purposes or frame or mirror any part of any Service or otherwise use the Services for the benefit of a third party; remove any proprietary notices or labels from the Software, the Services or relevant documentation in connection thereto; access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes; interfere with or disrupt the integrity or performance of any Services or third-party data contained therein; attempt to gain unauthorized access to the Services or its related systems or networks; use any robot, spider, scraper or other automated means or other similar non-human programs in connection with the Services or hack or otherwise interfere or attempt to interfere with the proper working of the Services or any software, system and/or asset used in connection thereto; use the Software, the Services or relevant documentations in any manner or for any purposes that infringes, misappropriates, or otherwise violates any right (including intellectual property rights) of any person or entity, or that violates any applicable law.
   
   
   2. The Services can be used only within the Territory (as defined below). Company reserves the right to exclude any country from the Territory if at any time the laws of such country in Company’s reasonable judgment render the Company and/or its licensors unable to protect the Company’s and/or its licensors’ property rights or cause uncertainty in Company’s or its licensors' ability to license and protect the rights in the Services. The rights granted to Customers in respect to the Services in any such country shall terminate upon receipt of written notice from the Company. "Territory" means all countries of the world, excluding those countries where the Services are prohibited from being accessed, sent and/or used by applicable laws, regulations, orders or other restrictions applicable to the Company and/or the Customer, including, without limitation, those regarding import and export of computer software, technical data or derivative of such software or technical data, or those regarding embargos and/or sanctions, or any country or destination which requires an export license or other approval for export without first having obtained such license or other approval. Customer shall, at its own expense, obtain and arrange for all governmental approvals, consents, license authorizations, declarations, filings, and registrations as are required by applicable law in connection with is use of the Services. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the State of Israel and/or the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.
   
   
   3. Customer represents, covenants, and warrants that Customer will use the Services only in an appropriate manner and in compliance with Company’s standard published policies then in effect (the "Policy") and all applicable laws and regulations without breaching any rights of the Company and/or any other third parties.
   
   
   4. Although, the Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Agreement.
   
   
   5. Customer has and shall maintain any equipment, ancillary services and third parties’ permissions and licenses (including all permissions to use the designed forms and documentation associated with the electrical components contained in Customer’s schematics) needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking (including internet access), web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to any User Credentials) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
   
   
   6. Company may use third parties’ suppliers, technology or services for the provision of the Service ("Third Parties Services"). The use of such Third-part technology may be subject to separate terms and conditions as set forth in the Order Form or as otherwise provided to the Customer. All Third Parties Services are offered "As Is" and "Where Is" without any representation or warranty and the Company. Customer agrees that the Company may allow such third-party providers to access any Customer Data (as defined below) as required for the interoperation of such Third-party Services with the Services.
   
   
   7. Unless otherwise set forth in the Order Form of the Customer, the Services are hosted by one of the leading third-party vendors of hosting services who is not a party to this Agreement. Company shall not be liable in respect of any breach or error in delivery, loss, damage, interruption, error, loss, damage, expense, defect or interruption to the Services whatsoever and howsoever arising from or caused by the hosting vendor. Customer shall immediately notify Company, in writing of any such error, loss, breach, damage or interruption.
   
   
   8. The Services are not intended to be used as storage, backup or archiving services (even if hosting services are included) and the Customer is solely responsible for any lost or unrecoverable data.



4. CONFIDENTIALITY

   1. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company shall also include any information regarding the Services (including the Platform and/or the Software) including features, functionality and performance of the Platform or other parts of the Services. Proprietary Information of Customer includes non-public data owned and provided by Customer to Company to enable the provision of the Services, including any electrical schematics of the printed circuit board designs. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use in any manner (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof (other than with respect to trade secrets (including any information regarding the Platform) with respect to which no limitation of time shall apply) or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Notwithstanding the foregoing If the Receiving Party is required to disclose any Confidential Information by law, to the extent legally permitted, give the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek an appropriate protective order or other remedy; and reasonably cooperate with and provide reasonable assistance to the Disclosing Party in opposing such disclosure. If, after providing such notice and cooperation, such protective order or other remedy is not obtained, the Receiving Party to whom such requirement or request is directed) will furnish only that portion of the Confidential Information which is legally required to be disclosed to the minimum extent required.



5. PROPRIETARY RIGHTS

   1. As between the Parties, the Company shall own and retain, at all times, all right, title and interest in and to (a) the Services (including the Platform the Software), and any other intellectual property or confidential information of the Company (including, averaged data, aggregated data, meta data, benchmark, analytics, trends and/or other usage data, on an anonymous basis, generated throughout Customer’s use of the Services or the use of Customer Data (as defined below) (excluding, for avoidance of doubt, Customer Data itself and/or Confidential Information of the Customer) (“METADATA”) and any knowledge, know-how, and all improvements, enhancements or modifications to the foregoing or derivative thereof (“Company IP”), subject only to the limited license granted to the Customer under this Agreement. It is clarified that the Company is free to use and have used any METADATA as the owner thereof.
   
   
   2. Company grants to Customer who has a valid subscription to the Services a limited, restricted, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use and permit Authorized Users to access and use the Services so subscribed, within the Territory, solely for Customer’s internal business use for the duration of the subscription term, subject to the Service Capacity and such other terms and conditions set forth herein. It is clarified that the forgoing license includes a license to use the results created by the Services derived from Customer Data upon and subject to the payment of all fees due for such Services. Company reserves all rights not expressly granted to Customer herein. Except for the limited rights and licenses expressly granted herein, nothing herein grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Software, Services or other intellectual property of the Company.
   
   
   3. Customer’s information or data uploaded or provided by Customer through its use of the Services (“Customer Data”) shall remain the sole and exclusive property of the Customer. It is clarified, that the Platform is designed to automatically delete Customer’s schematics uploaded by the Customer to the Platform after their analysis. Customer is not allowed to share any personally identifiable information or data with the Company while it is clarified that Company has no obligation to monitor Customer’s use of the Services and the data provided by Customer and shall not have and disclaim any responsibility for Customer’s non-compliance with its obligations and restrictions set forth herein. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Customer Data.
   
   
   4. Customer grants the Company the limited, worldwide, non-exclusive, terminable, royalty free and fully paid up license to use and have used including to copy, store, host, record, transmit, maintain, display, view, print, or otherwise use (including as part of a machine learning dataset) Customer Data and data derived therefrom in furtherance of (i) offering and providing the Services and associated services to Customer and to improve and furthering the same, and (ii) performing or enforcing Company’s obligations and rights as set forth herein.
   
   
   5. Customer grants to the Company and its affiliates a world-wide, royalty free, perpetual, irrevocable, and non-exclusive license to use and have used, including to incorporate into Company’s and/or its affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or any of its employees or contractors relating to the operation of the Company, including the Software, Platform or the Services (“Feedback”) and the Company is free to use any Feedback as if it was the owner thereof and irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to the Company on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, free to use without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.
   
   
   6. Customer acknowledges that it owns all of the Customer Data or has all rights to grant such licenses to the Company to use such Information as permitted herein without infringement or violation of any third party rights or applicable law. Company provides no warranties, representations or indemnification to Customer for its access to and use of the Customer Data.



6. PAYMENT OF FEES

   1. Customer will pay Company the then applicable fees as agreed between the Company and the Customer for the Services in accordance with the any Order Form and subject to the provisions set forth herein (the "Fees"). Except as otherwise specified herein or in an Order Form, (i) Fees are based on the purchased quantities and not on actual use, (ii) payment obligations are non-cancelable and fees paid are non¬refundable, (iii) purchased quantities cannot be decreased during the relevant subscription term, and (iv) subscription period shall be limited to 12 months.
   
   
   2. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email or through the Platform). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
   
   
   3. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.
   
   
   4. Fees do not include any, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer shall be responsible for all Taxes associated with Services other than taxes based on Company’s net income.

7. WARRANTY AND DISCLAIMER

   1. Company warrants that the Services, when accessed in accordance with its documentation and the terms and conditions of this Agreement, will perform in all material respects with the functionality described in the documentation applicable to such Service purchased by Customer. Customer’s sole and exclusive remedy for Company’s breach of this warranty shall be that Company shall be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality described in the documentation and if Company is unable to restore such functionality, Customer shall be entitled to terminate the applicable subscription to use the Services (as described in the corresponding Order Form) and receive a prorated refund of any prepaid subscription fees paid under such Order From for its use of the Services for the remaining terminated portion of the subscription duration. Company shall have no obligation with respect to a Service warranty claim unless notified of such claim within sixty (60) days of the first instance of any material functionality problem, and such notice must be sent in writing to the Company. The warranties set forth in this Section are made to and for the benefit of Customer only. Such warranties shall only apply if the applicable Services has been utilized in accordance with this Agreement and applicable law. Notwithstanding the aforesaid, Services may be temporarily unavailable for scheduled maintenance or for preventive or corrective unscheduled maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
   
   
   2. EXCEPT AS STATED IN SECTION 8.1 OF THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, CONTINUANCE OR ERROR FREE OR THAT THE SERVICES WILL MEET ANY OF CUSTOMER’S REQUIREMENTS. THE REPRESENTATIONS AND WARRANTIES STATED HEREIN ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OFFERED BY COMPANY. COMPANY HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
   
   
   3. WITHOUT DEROGATION FROM THE GENERALITY OF THE FOREGOING DISCLAIMER, THE PLATFORM IS DESIGNED AS DECISION SUPPORT PLATFORM AND ANY CORRECTIVE OR OTHER ACTION THAT THE CUSTOMER TAKES BASED ON SUGGESTIONS PROVIDED VIA THE SERVICES IS AT ITS OWN RISK. COMPANY WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES SUFFERED BY CUSTOMER RESULTING FROM ITS USE OF, OR RELIANCE ON, THE SERVICES. IT IS CUSTOMER RESPONSIBILITY TO EVALUATE THE SAME AND NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE COMPANY (INCLUDING THROUGH THE SERVICES), SHALL CREATE ANY WARRANTY. FOR EXAMPLE, THE PLATFORM MAY ALLOW USER TO TUNE THE ANALYSIS SENSITIVITIES AND RULES, CUSTOMER TUNINGS MAY AFFECT THE ANALYSIS RESULTS AND MAY CAUSE FALSE-POSITIVE OR FALSE-NEGATIVE ALERTS. FURTHERMORE, THE PLATFORM IS NOT PURPORTED TO CHECK ALL ASPECTS OF THE MANUAL INSPECTION PROCESS OR TO CHECK OR DISCOVER ALL POSSIBLE ERRORS IN CONNECTION THERETO AND COMPANY SHALL NOT BE RESPONSIBLE FOR ANY FALSE, MISSING OR OTHER MISLEADING ALERTS OR RESULTS OF THE PLATFORM ANALYSIS. THE FINAL DECISION SHOULD ALWAYS BE MADE BY A PROFESSIONAL TO ENSURE THAT THE CORRECTNESS AND QUALITY OF CUSTOMER’S SCHEMATICS AND MANUFACTURING PROCESSES MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE STILL AT DEVELOPMENT STAGES AND THERE IS NO ASSURANCE THAT THE USE OF THE SERVICES WILL YIELD THE DESIRED BENEFITS; IN FACT, THE USE OF THE SERVICES MAY ENTAIL UNDESIRED RESULTS.

8. LIMITATION OF LIABILITY

   NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, LICENSORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER RELATED TO THE SERVICES OR OTHERWISE TO THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO THE COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. INDEMNIFICATION

   1. Customer shall defend, indemnify and hold Company, its suppliers, officers, affiliates, representatives, contractors, employees, contractors, licensors and employees (collectively, the "Indemnified Parties") harmless from any actions or claims brought against the Indemnified Parties to the extent based on: (i) any claim by a third party alleging that Customer Data, or Customer use of the Services are in breach of this Agreement, infringes or misappropriates any third party’s property rights or violates any law; or (ii) any breach of this Agreement by Customer.
   
   
   2. The indemnification obligations set forth herein are conditional on the Indemnifying Party: (a) notifying Customer promptly in writing of such action, however, the failure to do so will not relieve Customer of its indemnification obligations set forth herein, except to the extent Customer have been materially prejudiced thereby, (b) giving Customer control of the defense thereof and any related settlement negotiations (other than with respect to matters the effect of which would not harm the Customer), and (c) cooperating and, at Customer request and expense, assisting in such defense and settlement.

10. TERM AND TERMINATION

    1. Either party may terminate this Agreement upon thirty (30) days’ notice, if the other party materially breaches any of the terms or conditions of this Agreement.
    
    
    2. In addition, this Agreement terminated by the Company or otherwise the Company may suspend or terminate Customer’s access to the Services, in any case in whole or in part, at any time, if: (i) the Software and/or Service are provided to Customer free of charge; (ii) Customer becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for Customer’s business or assets, becomes subject to any proceeding under any bankruptcy or insolvency laws, or has liquidated all or a substantial portion of Customer’s assets, voluntarily or otherwise, (iii) Company decides that the Services or any part thereof has reached its end of life, by providing Customer a notice of at least 30 days in advance, or (iv) if Company undergoes a merger, acquisition, consolidation, divestiture, spin off, change of control, or similar transactions, or sale all or substantially all its assets associated with the license granted to the Customer under this Agreement, or (iv) the Customer is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a competitor of the Company.
    
    
    3. Subject to earlier termination as provided below, this Agreement is for the subscription term as specified in the Order Form (“Initial Service Term”), and thereafter shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
    
    
    4. Upon termination or expiration of this Agreement for any reason, Customer shall have no rights to continue use of the Services and Company shall be entitled to all of the fees due under this Agreement for the entire committed subscription term, provided, however, that if this Agreement is terminated as a result of Company’s material breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any prepaid subscription fees paid by Customer to the Company under this Agreement for the remaining terminated portion of the subscription term as a sole and exclusive remedy. Customer agrees that Company shall not be liable to Customer or any third-party for any damages suffered by Customer as a result of termination of this Agreement.
    
    
    5. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, proprietary rights and irrevocable licenses, warranty disclaimers, and limitations of liability.

11. MISCELLANEOUS

    1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement (including the Order Form(s)) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Company may use third parties in provision of the Services. The terms and conditions set forth the main body of this Agreement shall control over any contradicting terms and conditions of any Order Form and/or any other agreement executed between the parties, unless the Order Form or any such other agreement explicitly set forth otherwise.
    
    
    2. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Company may freely provide customer with any notices that Company may be required to provide to Customer, whether under law or according to this Agreement and any promotional notices with respect to Company’s products or services.
    
    
    3. This Agreement shall be governed by the laws of the State of Israel without regard to its conflict of laws provisions and the authorized courts in the Tel Aviv district, Israel shall have exclusive jurisdiction upon any claim in connection with this Agreement, except only as set forth in Section 11.6 below.
    
    
    4. Subject to the foregoing, this Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective successors and permitted assigns.
    
    
    5. Without derogation form other limitations on legal actions set forth above, no action, regardless of the form, arising under this Agreement may be brought by Customer more than one year after either (i) the cause of the action has arisen, or (ii) Customer become aware of the cause of action, whichever is later.
    
    
    6. The parties agree that violation Sections 3 or 4 would cause the non-breaching party irreparable injury for which it would have no adequate remedy at law and that such party will be entitled to seek injunctive relief, including preliminary and other interim relief, against any such violation, in addition to its other remedies, without obligation to post bond, through the courts of any jurisdiction worldwide notwithstanding anything to the contrary herein.
    
    
    7. Company may amend this Agreement from time to time, and such amendment will become effective upon the date on which it is posted on Company’s website or through the Platform. Customer is responsible for checking the website/Platform regularly for such changes. By continuing to access or use the Services Customer shall be deemed to agree to be bound by the revised version of the Agreement.
    
    
    8. Customer agrees that during the Term and for a period of twelve (12) months thereafter, neither Customer nor its affiliates shall solicit any employee or contractor of the Company to leave his/her/its employment or engagement with the Company, or hire or engage any employee or contractor in any capacity. In the event that Customer violates the foregoing, it shall pay liquidated damages to the Company in an amount equal to the first year’s compensation to such individual or contractor following such violation, without derogation from any other remedy available to the Company under any agreement or law.
    
    
    9. Any reference in this Agreement to a "Section," "Exhibit" or "Schedule" refers to the corresponding Section, Exhibit or Schedule of or to this Agreement, unless the context indicates otherwise. The table of contents and the headings of Sections are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement. All words used in this Agreement are to be construed to be of such gender or number as the circumstances require. The words "including," "includes" or "include" are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as "without limitation" or "but not limited to" are used in each instance. Where this Agreement states that a party "will", "shall" or "must" perform in some manner or otherwise act or omit to act, it means that the party is legally obligated to do so in accordance with this Agreement. The term "or" will not be deemed to be exclusive. Any reference to a statute is deemed also to refer to any amendments or successor legislation as in effect at the relevant time. Any reference to a contract or other document as of a given date means the contract or other document as amended, supplemented and modified from time to time through such date.