Intail Ltd.Terms and Conditions
‍
The following Terms and Conditions (“T&C”) are hereby incorporated as an integral part of the accompanying order form (the“Order Form”), and will apply by and between Intail Ltd. (“Intail”) and the customer identified in the Order Form the (the“Customer”) with respect to the provision of the services identified in the order form (“Services”). Customer’s execution of the Order Form referencing these T&C shall be regarded as a legally binding obligation of theCustomer and the full acceptance of the terms and conditions of these T&C. These T&C and the Order Form represent theparties’ entire understanding regarding the Services.

SERVICES 1.1.  Subject to Customer’s compliance with the terms and conditions of these T&C and of the Order Form,including the timely payment of all applicable fees, Intail shall provide Customer with the Services agreedunder the Order Form. 1.2.  Any additional services not expressly agreed upon by the parties under these T&C and the Order Formshall be subject to such terms (including pricing) to be separately agreed to by and between the parties.

‍CUSTOMER’S OBLIGATIONS 2.1.  Customer will obtain any permissions, consents, licenses or otherwise that Intail requires in order toaccess any and all relevant information, materials, properties and any other matters which are necessaryfor the performance of Services. Customer’s failure to comply with the provisions of this Section 2.1, shallentitle Intail to terminate the Services. 2.2.  Intail is not liable for any delay or failure to provide the Services if this caused by Customer’s failure tocomply with the provisions of this Section 2.

‍FEES 3.1.  In consideration for the Services provided by Intail under these T&C and the Order Form, Customer shallpay Intail those fees provided under the Order Form (the “Fees”). 3.2.  Payment; Payment Currency. Unless stated otherwise in the Order Form, within 5 days after the executionof the Order Form, Customer shall pay Intail half of the Fee ($6,000), (the “First Payment”). The secondhalf of the Fee ($6,000) shall be paid to Intail within 6 months after the execution of the Order Form (the“Second Payment”). Except as otherwise speciUied in the Order Form, all payments to Intail will be madein NIS. Such amounts shall be paid by check or wire transfer to Intail’s account in accordance with writteninstructions provided by Intail and detailed in the Order Form. 3.3.  All Fees payable under the Order Form are net amounts and exclusive of any taxes (including withoutlimitation, VAT or other taxes), which shall be added to the Fees and borne by the Customer (to theexclusion of taxes based on Intail’s net income), without any deduction of any kind or nature. In addition,no amounts shall be set off by Customer for any reason whatsoever.

‍CANCELLATION AND AMENDMENT 4.1.  Either Intail or Customer may cancel an Order Form for any reason prior to Customer’s acceptance (orrejection) of the Order Form. 4.2.  Notwithstanding, Intail is entitled to withdraw, cancel or amend an Order Form if it has not yet beenaccepted by both parties, within a period of fourteen (14) days from the date of the Order Form.

‍OWNERSHIP OF MATERIALS 5.1. Ownership of all right, title and interest provided by Intail in connection with the Service, including allIntellectual Property Rights (as deUined below) therein and thereto, and all derivative works,modiUications, improvements, updates, upgrades, enhancement, added features, inventions, ideas, insights,concepts, methods, know-how and processes relating to the same, whether created, developed, discoveredor conceived in connection with this T&C or otherwise, and regardless of whether Customer or anyone onits behalf may have contributed to the conception of any of the foregoing, or paid Intail for such, are andshall at all times vest exclusively with Intail, and may not be used by or for Customer or anyone on itsbehalf including its subsidiaries or parent company or any other related party, except as expressly provided herein. Customer will have a non-exclusive, non-transferable license to use any deliverables orother work product compiled or developed by Intail in the performance of this T&C which are delivered toCustomer, upon Customer's payment in full of all Fees and other amounts due for such deliverables orwork product (the "Deliverables"). Acceptable use of the Deliverables by the Customer includes updatingthe Customer's databases and outreach to new users identiUied, in accordance with the terms andconditions set forth in this T&C. 5.2.  "Intellectual Property Rights" means all intangible legal rights, titles and/or interests, including withoutlimitation, all inventions, patents, patent applications, trademarks, service marks, trade dress, logos, tradenames, and corporate names, domain names, any work of authorship, copyrights, trade secrets, design,ConUidential Information (as deUined below), and all other proprietary rights in whatever form or medium,in each case on a worldwide basis; together with all revisions, extensions, reexaminations translations,adaptations, derivations, and combinations thereof and including all goodwill associated therewith. 5.3.  Customer’s use of the Services is limited to that speciUically and explicitly to use permitted in this T&C.Customer will not, and will not allow, permit or assist any third party: (i) to attempt to discover any sourcecode or underlying ideas or algorithms; (ii) reverse engineer, disassemble, de-compile or translate theServices, or grant any other third party the right to do any of the above; and (iii) shall not, other than asspeciUically authorized by the Intail, provide, lease, rent, lend, license, assign, delegate, or otherwisetransfer or use or allow others to transfer or use the Services, or for the beneUit of any third party. 5.4.  Any feedback, suggestions, ideas or other inputs that Customer provides the Intail in connection with theServices, if any, may be freely used by the Intail to improve or enhance its products and/or services and,accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as aresult of any ideas, inputs or information provided by Customer as aforesaid, shall vest solely with Intail.

‍TERM AND TERMINATION 6.1.  These T&C and the Order Form and the rights granted herein and therein shall be in effect as of the dateset forth in the Order Form and, unless earlier terminated as set forth below and shall automaticallyterminate upon the completion of the provision of the Services. 6.2.  Either Party may terminate these T&C and the Order Form if the other Party breaches any material termor condition of these T&C and/or the Order Form and such breach is not remedied within seven (7) daysafter receiving written notice thereof. Notwithstanding the foregoing, Intail may immediately, by writtennotice to Customer, suspend or terminate these T&C and/or the Order Form if Customer fails to make anytimely payment of Fees owed to Intail or in case of breach and/or failure to comply with any of theprovisions of Sections 1 (“Services”), 2 (“Customer’s Obligations”), 5 (“Ownership of Materials”), or 9(“ConUidentiality”). 6.3.  Either Party shall have the right to immediately terminate these T&C and the Order Form, upon writtennotice, in the event the other Party Uiles a petition in bankruptcy or is adjudicated as bankrupt orinsolvent, or makes an assignment for the beneUit of creditors, or an arrangement pursuant to anybankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiveris not discharged within sixty (60) days. 6.4.  Customer shall have the right to terminate these T&C and Order Form after six months from the executionof the order form and before the Second Payment upon written notice to Intail. 6.5.  Should these T&C and the Order Form expire or be terminated for any reason, Intail will not be liable toCustomer because of such expiration or termination for any form of compensation, reimbursement ordamages, including on account of the loss of prospective proUits, anticipated sales, goodwill or on accountof any expenditures, investments or commitments in connection with Customer’s business, or for anyother reason whatsoever Ulowing from such termination or expiration. 6.6.  Termination of these T&C and the Order Form shall not affect any provision of these T&C which isexpressly or by implication intended to come into force or continue in force on or after the termination.

‍WARRANTY DISCLAIMERS CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED “AS-IS”, AND THAT INTAIL EXPRESSLYDISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY ORCONDITION OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORYQUALITY, PERFORMANCE AND ACCURACY.

‍8. LIMITATIONS OF LIABILITY 2 IN NO EVENT SHALL INTAIL, ITS AFFILIATES, 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 ACTUAL ORANTICIPATED REVENUE, CUSTOMERS, BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR LOSSOF LOST DATA OR DAMAGES TO GOODWILL, IN CONNECTION WITH THESE T&C AND THE ORDER FORM REGARDLESS OF THE CAUSEAND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,EVEN IF INTAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOTWITHSTANDING ANYTHING TO THECONTRARY HEREIN AND/OR UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL INTAIL’S TOTAL AND AGGREGATELIABILITY 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 THESE T&C AND/ORORDER FORM AND THE SERVICES PROVIDED THEREUNDER EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO INTAIL IN THETWELVE (12) MONTHS PRECEDING SUCH CLAIM.

9. CONFIDENTIALITY Each party hereto (“Recipient”) shall keep any conUidential and proprietary information provided by the otherparty (“Discloser”), the intellectual property rights detailed under Section 4 above, and any informationregarding and/or relating to each of the above or that otherwise comes into its possession under these T&C andthe Order Form, whether in written, recorded, electronic, graphical or other tangible form and whetherdisclosed orally (“ConTidential Information”), in strict conUidence, and shall prevent and protect theConUidential Information of the Discloser from unauthorized disclosure or use. The Recipient shall not use and/or disclose any or all of the ConUidential Information of the Discloser, except to those Recipient employees orconsultants on a “need to know” basis and as may be required in order to perform the Services under these T&Cand the Order Form. The Recipient shall notify each employee or consultant to whom any such disclosure ismade that such disclosure is made in conUidence and shall be kept in conUidence by such employee orconsultant, and shall ensure that such employee or consultant shall be bound, prior to such disclosure, by aconUidentiality undertaking with terms not less restrictive in comparison to the terms set forth herein.Information shall not be considered ConUidential Information if such information: (i) was known to theRecipient prior to the disclosure by the Discloser, as evidenced in written form; (ii) was at the time of disclosureto the Recipient generally available to the public, or subsequently became generally available to the publicthrough no act of the Recipient; and (iii) was received by the Recipient from a third party without restrictionsas to disclosure. In the event that the Recipient is required to disclose ConUidential Information by a court order orgovernmental authority or by applicable law or regulation, such disclosure shall be made provided however,that (a) the Recipient notiUies the Discloser of such disclosure (unless prohibited from doing so); and (b) to theextent possible, provides the Discloser with the opportunity to oppose the disclosure or obtain a protectiveorder. The Recipient acknowledges and agrees that a violation of any of the Discloser’s proprietary rights, includingwithout limitation, violation of the conUidentiality undertakings herein, may cause signiUicant harm to theDiscloser, that monetary damages would be inadequate, and that the Discloser will be irreparably harmed. Inthe event of such a violation, the Recipient agrees that in addition to any other rights and remedies theDiscloser may have, an injunction (whether temporary, preliminary or Uinal) shall be entered in a court ofcompetent jurisdiction against the Recipient upon the request of the Discloser, without bond.

‍10. MISCELLANEOUS 10.1.  Governing Law and Jurisdiction. These T&C and Order Form shall be governed by the laws of Israel,without application of its principles of conUlicts of law. The Parties irrevocably consent to the exclusivejurisdiction of the competent courts in Tel Aviv, Israel, to adjudicate all disputes arising from or related tothese T&C and Order Form to the exclusion of the jurisdiction of any other court; however, Intail shallretain the right to institute proceedings, including interlocutory and/or injunctive relief, in any otherterritory. 10.2.  Personal Data. Personal data shall be deUined herein as any data that identiUies or makes a naturalperson identiUiable that is provided by the Customer to Intail in the course of the provision of theServices ("Personal Data"). Intail shall not process the Personal Data other than if such processing isrequired in order to provide the Services or to improve the Services. Intail shall not sell the PersonalData to any third party. Intail shall implement security measures for the security of the Personal Dataand undertake that if it becomes aware of compromising the security of the Personal Data, it shall notifyCustomer without delay. 10.3.  Assignment. Customer shall not transfer, assign or pledge in any manner whatsoever any of its rights orobligations under these T&C and Order Form without the prior written consent of Intail. 3 10.4.  Severability. If any term, provision, covenant or restriction of these T&C and Order Form is held by acourt of competent jurisdiction or other authority to be invalid, void, unenforceable or againstregulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of theseT&C and Order Form shall in no way be affected, impaired or invalidated. 10.5.  Entire Agreement. The terms and provisions herein contained and in the Order Form constitute theentire agreement between the Parties with respect to the subject matters hereof and shall supersede allprevious communications, oral or written, between the Parties hereto with respect to the subject mattershereof. No modification, amendment or correction to these T&C and to the Order Form shall be bindingupon either of the Parties hereto unless in writing and signed by the duly authorized representatives ofboth Parties. The exchange of an executed Order Form by the Customer by fax or electronic signatureshall be sufficient to bind it to these T&C and such Order Form. 10.6.  Waiver. No waiver of any rights by any party hereto shall be construed as a waiver of the same or anyother right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a Party inexercising any power or right hereunder, and no forbearance or indulgence of a party granted to theother party, shall in any way restrict or diminish the full rights and powers of that Party under these T&Cand Order Form, or operate as a waiver of any breach by a Party of any of the terms or conditions of theseT&C and of the Order Form. 10.7.  Notices. Any notice provided pursuant to these T&C and the Order Form shall be in writing and shall besent by registered mail, or facsimile with telephone confirmation, or e-mail with notice of receiptrequested, or by hand delivery to the addresses of the parties as specified herein. Notices sent to Intailshall be addressed to Intail Ltd., Tel Aviv, Israel and to Customer’s address set forth in the Order Form, orto the address otherwise designated from time to time in writing by the Parties. All notices will bedeemed to have been delivered five (5) business days after being mailed (return receipt requested) ifdelivered by registered mail, or one (1) business day after delivered by hand, by facsimile or by e-mail(with confirmation of receipt). ***