End User License Agreement

‍Last Updated: September 2022

PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE PLATFORM.

By clicking the “accept” or “ok” button, or installing and/or using the Squad Experience Ltd. ecommerce solution (the “Platform”)you expressly acknowledge and agree that you are entering into a legal agreement with Squad Experience Ltd. (“Squadded”, we”, “us” or “our”),and have understood and agree to comply with, and be legally bound by, the terms and conditions of this End User License Agreement (“Agreement”). You hereby waive any applicable rights to require an original (non-electronic)signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not install or use the Platform.

The Platform may include (but shall not be limited to) the following services: (i) Shop with the community: ask recommendation, share your opinion, publish content(pictures, polls, images), interact with other members) ; (ii Shop with friends: create your shopping group, invite friends, chat with friends, share favorite products; (iii)Discover trending content;

Squadded reserves the right to modify this Agreement at any time by posting the modified agreement on the Platform. Such modifications will be effective ten (10) days after such posting by us, and your continued use of the Platform shall constitute your agreement to such modifications. In such cases, we will also update the "last updated" date set forth above. Please check thePlatform regularly for any modifications and/or updates of this Agreement.

1.      Ability to Accept. By using the Platform you affirm that you are over thirteen (13)years of age. If you are between the age of thirteen (13) and eighteen (18) years then, prior to using the Platform, you must first review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand its terms and conditions and agree to them.

2.      License. Subject to the terms and conditions of this Agreement, we hereby grant you a personal,revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to: (i) install and use the Platform on a mobile telephone, tablet or device(each a “Device”) that you own or control; and (ii) access and use the Platform on that Device in accordance with this Agreement and any applicable Usage Rules (defined below).

3.      License Restrictions. You agree not to, and shall not permit any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Platform;(ii) make the Platform available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iii)disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Platform; (iv) copy (except for back-up purposes), modify,improve, or create derivative works of the Platform or any part thereof; (v)circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any contentor that enforce limitations on use of the Platform; (vi) remove, alter or obscure any proprietary notice or identification, including copyright,trademark, patent or other notices, contained in or displayed on or via the Platform;(vii) use any communications systems provided by the Platform to send unauthorized and/or unsolicited commercial communications;(viii) use the Squadded’s name, logo or trademarks without our prior written consent; and/or (ix) use the Platform to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement. You also undertake not to use robots, algorithms or any other intelligent machines or software to access the Platform, in order to ensure the security of the Platform (for example, to avoid false profiles, identity theft, hacking, etc.).

4.      Account. In order to use some of the Platform features and benefit from the Platform's services via a Device you may have to create or use an account (an “Account”). If you do not create an Account, you will only be able to access the public version of the Platform and will not be able to benefit from all of the Services (for example, you will not receive notifications). If you create an Account, you must provide accurate and complete information for yourself. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify us immediately of any unauthorized use of your Account.

5.      Location Data. Certain features or functionality (“Features”) of the Platform may collect or be dependent on data related to your geographic location (“Location Data”).If you wish to use these Features, you agree to provide or to make your Location Data accessible to us. To the extent that we do collect Location Data,we shall use it in accordance with our Privacy Policy (defined below). If you do not provide or make such Location Data accessible then the Features may be limited or not operate.  

6.      Intellectual Property Rights.

6.1.       Ownership. The Platform is licensed and not sold to you under this Agreement and you acknowledge that Squadded and its licensors retainall title, ownership rights and Intellectual Property Rights (defined below) in and to the Platform (and its related software). We reserve all rights not expressly granted herein to the Platform. “Intellectual Property Rights” means any and all rights, titles and interests in and to any and all trade secrets,patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.

6.2.       Content. The: (i) content on the Platform, including without limitation, the text, information, documents, descriptions, products,software, graphics, photos, sounds, videos, interactive features, and services (the “Materials”), the (ii) User Submissions (defined below), and the trademarks, service marks and logos contained therein (“Marks”, and together with the Materials and User Submissions, the “Content”), is the property of Squadded and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Squadded” and the Squadded logo are Marks of Squadded and its affiliates. All other Marks used on the Platform are the trademarks, service marks, or logos of their respective owners.

6.3.       Use of Content. The content on the Platform is provided to you “as is” for your personal use only and may not be used, copied,distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the content you must retain all copyright and other proprietary notices contained therein.

7.      Information Description. We attempt to be as accurate as possible. However,we cannot and do not warrant that the content available on the Platform is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the content, or any part thereof without the requirement of giving you any notice prior to or after making such changes to the content.

8.      Privacy. We will use any personal information that we may collect or obtain in connection with the Platform in accordance with our privacy policy which is available at https://www.squadded.co/privacy-policy (“Privacy Policy”), and you agree that we may do so. Please also be aware that certain personal information and other information provided by you in connection with your use of the Platform may be stored on your Device (even if we do not collect that information). You are solely responsible for maintaining the security of your Device from unauthorized access.

9.     User Submissions.

9.1.   User Submissions. The Platform may permit the hosting, sharing,posting, and publishing of content by you and other users (“User Submissions”).Your User Submissions may be posted to the Platform, or otherwise be made publicly available. You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting or publishing them. We have complete discretion whether to publish your User Submissions and we reserve the right without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all User Submissions at any time and for any reason.

9.2.   Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize us to use all Intellectual Property Rights in and to your User Submissions, and to enable inclusion and use thereof as contemplated by this Agreement. You retain all of your ownership rights in your User Submissions.

9.3.   License to User Submissions. Subject to this Agreement and the terms of our Privacy Policy, by submitting the User Submissions, you hereby grant us a worldwide, irrevocable,non-exclusive, royalty-free, perpetual, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions only in connection with the Platform, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof), and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each Platform user and Third Party Source (as defined below) a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions in accordance with this Agreement.

9.4.   Exposure. You understand and acknowledge that when accessing and using the Platform: (i) you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable.You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect to (i) and (ii) herein.

9.5.   Disclosure. We reserve the right to access, read, preserve, and disclose any User Submission or any other information that we obtain in connection with the Platform as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation,legal process, subpoena or governmental request, (ii) enforce this Agreement,including investigation of potential violations of it, (iii) detect, prevent,or otherwise address fraud, security or technical issues, (iv) respond to your user support requests, or (v) protect the rights, property or safety of Squadded, our users or the public.

9.6.   Prohibited Content. You agree that you will not send, display,post, submit, publish or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health,creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory,libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense,gives rise to civil liability, violates any law, or is otherwise dishonest,inaccurate, inappropriate, malicious or fraudulent; (vii) involves theft or terrorism; (viii) constitutes an unauthorized commercial communication; (ix)contains the contact information or any personally identifiable information of any third party unless you have first obtained the express consent of said third party to include their contact information or personally identifiable information; and/or (x) breaches this Agreement

10.  Third Party Sources and Content.  

10.1.    The Platform enables you to view, access, link to, and use content from Third Party Sources(defined below) that are not owned or controlled by us (“Third Party Content”).  The Platform may also enable you to communicate and interact with Third Party Sources.  “Third Party Source(s)”means: (i) third party websites and services; and (ii) our partners and customers.  We are not affiliated with and have no control over any Third Party Sources. We do not assume any responsibility for the content, terms of use, privacy policies, actions or practices of, any Third Party Sources.  Please read the terms of use and privacy policy of any Third Party Source that you interact with before you engage in any such activity.  

10.2.    We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights of, or relating to, any Third Party Content. We do not endorse any advertising, promotions, campaigns, products,services or other materials that is included in any Third Party Content or that is communicated to you from a Third Party Source.

10.3.    By using the Platform you may be exposed to Third Party Content that is inaccurate,offensive, indecent, or objectionable.  You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content.  Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk.  

10.4.    You are solely responsible and liable for your interaction with a Third Party Source.  You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Squadded and Squadded from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source.  If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.

11.  Warranty Disclaimers.

11.1.    THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.  

11.2.    WE DO NOT WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE, THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL CODE or that WE will correct any errors in the PLATFORM.YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS), THE INTERNET NETWORK, THE OPERATING SYSTEM, THE BROWSER, A DEVICE USED ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS OR IN THE EVENT OF ANY EVENT ARISING FROM A CASE OF FORCE MAJEURE.

11.3.     YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU CONCERNING INCOMPATIBILITY OF THE PLATFORM WITH ANY SOFTWARE, SOFTWARE PACKAGE, OPERATING SYSTEM OR ANY OTHER DEVICE USED BY YOU OR THE SITE. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR INTERRUPTION OR DISRUPTION OF THE OPERATION OF THE PLATFORM FOR THE PURPOSES OF MAINTENANCE OR UPDATING OF THE DEVICE.

11.4.     YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU IN THE EVENT OF LOSS, ACCIDENTAL OR OTHERWISE,TOTAL OR PARTIAL ALTERATION OR CLEANING OF THE CONTENT PROVIDED, EXCHANGED,PUBLISHED OR SHARED ON THE PLATFORM.

11.5.     YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU IN THE EVENT OF A PURCHASE(S) MADE ON THE SITE OR THE SHOP(S) OF THE SITE OR PRODUCT RECOMMENDATIONS FROM THE SITE (IN PARTICULAR VIA THE WISHLIST).

11.6.      YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU IF YOU ORGANIZE MEETINGS, CONTACTS OR APPOINTMENTS, NO LONGER VIA THE PLATFORM, BUT PHYSICALLY, IN A "REAL"SITUATION. ANY USERS USING THE PLATFORM WHO ORGANIZE SUCH MEETINGS ARE FULLY RESPONSIBLE FOR THEIR ACTIONS AND BEHAVIOR AND SQUADDED CANNOT BE HELD LIABLE IN ANY WAY FOR INCIDENTS OR MISDEEDS COMMITTED ON THIS OCCASION. IF YOU HAVE A DISPUTE WITH ANY OTHER PLATFORM USER, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.

11.7.     Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

12.   Limitation of Liability.

12.1.     UNDER NO CIRCUMSTANCES SHALL SQUADDED BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE PLATFORM EVEN IF SQUADDED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2.     IN ANY EVENT, SQUADDED ’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE GREATER OF: (1) ONE HUNDRED USD ($100) OR (2) THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO SQUADDED FOR USING THE PLATFORM WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.

13.   Indemnity. You agree to defend, indemnify and hold harmless Squadded and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses(including but not limited to attorney’s fees) arising from: (i) your use of,or inability to use, the Platform; (ii) your violation of this Agreement; and(iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), butare not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.

14.   Export Laws. You agree to comply fully with all applicable export laws and regulations to ensure that neither the Platform nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

15.   Updates and Upgrades. We may from time to time provide updates or upgrades to the Platform (each a “Revision”), but are not under any obligation to do so. Such Revisions will be supplied according to ourthen-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Platform. All references herein to the Platform shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Platform, unless the Revision is accompanied by a separate license agreement which will govern the Revision.

16.   Term and Termination.

16.1.    This Agreement is effective until terminated by us or you. We reserve the right, atany time, to: (i) discontinue or modify any aspect of the Platform; and/or (ii)terminate this Agreement and your use of the Platform with or without cause,and shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to immediately discontinue use of the Platform.

16.2.    Upon termination of this Agreement, you shall cease all use of the Platform. This Section 16 and Sections 6 (Intellectual Property Rights), 8 (Privacy),9 (User Submissions), 11 (Warranty Disclaimers), 12 (Limitation of Liability), 13 (Indemnity), and 17 (Assignment) to 19 (General)shall survive termination of this Agreement.

17.   Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Squadded without restriction or notification.

18.   Governing Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to its conflict of laws rules. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yaffo, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction.

19.  General. This Agreement, and any other legal notices published by us in connection with the Platform,shall constitute the entire agreement between you and Squadded concerning the Platform.In the event of a conflict between this Agreement and any of the foregoing, the terms of this Agreement shall prevail. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.