Terms and Conditions

These Terms of Use govern your license and access to, and use of Squadded’s ecommerce platform (“Platform").Please read the following Terms carefully before using this Platform so that you are aware of your legal rights and obligations with respect to Squad Experience Ltd. (“Squadded”, “we”, “our”or “us”). By accessing or using our Platform, you expressly acknowledge and agree that the company whose details you have inserted as part of the initial set-up process (“you”) is entering a legal agreement with us and has understood and agrees to comply with, and be legally bound by, these Terms of Use. These Terms of Use together with the online account information you provided as part of the initial set-up process (“Account”) and pricing and subscription terms you have read and accepted during the registration to the Platform or by executing the applicable purchase order (“Subscription Plan”) (together, “Terms”), constitute a binding 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 these Terms please do not access or use our Platform. Furthermore, if you are acting on behalf of an entity, you represent that you are authorized to act on behalf of, and bind to this Agreement, such entity.If you do not agree to this Agreement, you may not access or use any part of our Platform.

1.    Background. Squadded is engaged, inter alia, in the research,development, marketing and commercialization of its Platform which enables its users (“Users”)to interact, chat and invite other Users, to shop online and collectively in a group (“Squad”). Every time a User accesses the Platform, it should be considered one “Session” as detailed in the Subscription Plan.

2.     Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following posting of the revised Terms on our Platform, and your continued use of the Platform thereafter means that you accept those changes. Squadded therefore encourages you to check the Platform regularly to see the most current Terms.

3.    Platform Access. For the Term (defined below), we hereby grant you permission to use the Platform provided that you comply with these Terms and applicable law. In order to perform the installation of thePlatform on the website into which you want the Platform to be integrated, as listed in your Account(the "Website"), Squadded will provide a code/script to you (the “Code”)that will be added by you on all relevant website pages. You and Squadded agree that access to the Platform and to the Website will always be free of charge to Users.

4.    Restrictions on Use. You must not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense,disclose, publish, assign, market, transfer or distribute any portion of the Platform to any third party,including, but not limited to your affiliates (if applicable), or use the Platform in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform; (iii) reverse engineer,decompile or or create any derivative works of the Platform, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Platform for any purpose; (vi) take any action that imposes or may impose (at Squadded’s sole discretion) an unreasonable or disproportionately large load on the Squadded infrastructure; (vii)interfere or attempt to interfere with the integrity or proper working of the Platform, or any related activities;(viii) remove, deface, obscure, or alter Squadded’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform, or use or display logos of the Platform differing from Squadded’s own without Squadded’s prior written approval;(ix) use the Platform to develop a competing service or product; (x) use the Platform to send unsolicited or unauthorized commercial communications; and/or (xi) use the Platform in any unlawful manner or in breach of these Terms.

5.    Feedback.You shall report to Squadded any feedback received from Users and/or any deficiencies or irregularities noticed by you as soon as practicable (“Feedback”). In any event of defects, lagging or deficiencies of thePlatform, as reported by you or the Users, Squadded shall use reasonable efforts to rectify such deficiencies as soon as practicable, at its expense.

6.    User Submissions.‍

6.1  The Platform may permit hosting, sharing, posting, and publishing of content including but not limited to, any text, information, documents, descriptions,files, images, photos, videos, sounds and musical or literary works 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. Unless otherwise specifically prohibited by you, we have complete discretion whether to publish your User Submissions. We reserve the right without further notice to you, to monitor, censor, edit, refuse to post, remove, delete and/or remove any and all User Submissions at any time and for any reason.

6.2  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 these Terms. “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. You retain all of your ownership rights in your User Submissions.

6.3  License to User Submissions.  Subject to these Terms and the terms of our Privacy Policy (as defined below), 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 a non-exclusive right to use, reproduce,distribute, prepare derivative works of, display and perform such User Submissions in accordance with these Terms. Notwithstanding the foregoing, you may choose to make some of your User Submissions private and therefore the foregoing licenses may apply mutatis mutandis.  

6.4  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.

6.5  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 these Terms,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.

6.6  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 these Terms. We are not responsible to the content on User Submission provided by you or any other user.

7.    Fees and Payments.

7.1  You shall pay Squadded either a monthly fee (“Monthly Fee”) or annual fee (“Annual Fee”), as shall be set out in your Subscription Plan.

7.2  The Subscription Plan shall also detail the number of Sessions included in the Monthly Fee or Annual Fee. In the event the number of Sessions exceeds the Sessions included inthe Monthly Fee or Annual Fee (as determined by Squadded), you shall pay such excess costs in accordance with the per-Session cost detailed in your Subscription Plan.

7.3  Both the Monthly Fee and Annual Fee shall be paid, within 30 days of your receipt of a due invoice from Squadded, or as otherwise detailed in your Subscription Plan.

7.4  VAT shall be added to all amounts payable hereunder, if applicable.

7.5  All amounts paid to Squadded by you are quoted in this Agreement including the Subscription Plan, shall be exclusive (net) of any taxes, customs,and fees, which may apply. If any taxes are required to be withheld, you shall pay Squadded an additional amount such that after such withholding,the payment will equal the amount that would have been otherwise payable under this Agreement.

8.     Confidential Information. Each party (“Recipient”) may have access to certain non-public or proprietary information of materials of the other party (“Discloser”) and/or Confidential Information of the Discloser. “Confidential Information” means any and all information, in tangible (paper,disk or other) or non-tangible (oral or visual) form, whether of a technical, business or other nature, including without limitation, any information related to the pricing of Squadded’s services. Recipient shall maintain the Confidential Information in confidence, and protect it from disclosure, using the same degree of care, but no less than a reasonable degree of care, as Recipient uses to protect its own confidential information. Recipient may use the Confidential Information only for the purpose of this Agreement and shall prevent any other use, dissemination, communication, or publication thereof.Recipient shall not use or exploit or permit others to use or exploit the Confidential Information (i) for any purpose other than the use of the Platform and/or (ii) in order to promote interests which compete with the Discloser’s business. Recipient shall be responsible for any breach of the Agreement made by its employees as if Recipient itself had made such breach. The Recipient's obligations pursuant to this Agreement shall not apply with respect to Confidential Information which the Recipient can prove: (a) was known to Recipient before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party which owes no obligation of confidentiality to the Discloser; or (d) is independently developed by Recipient. If Recipient is required to disclose Confidential Information to a government body or court of law, Recipient agrees to give Discloser notice so that Discloser may contest the disclosure or obtain a protective order. Recipient shall only disclose that portion of the Confidential Information that Recipient is legally obligated to do so. In the event that the Parties entered into a non-disclosure agreement prior the signature hereof (the “NDA”), the provisions of the NDA shall be deemed to supersede and prevail over the provisions of this Section and shall be deemed extended to cover all information disclosed under these Terms.

9.     Ownership. All title, rights and interest in the Platform and/or Feedback, shall be deemed the sole and exclusive property of Squadded and any and all patents,copyrights, trademarks, designs,inventions, trade secrets, know-how, technology, algorithms, or any other intellectual property rights,whether registered or not (and any applications therefor) including, but not limited to, all enhancements,improvements, derivatives, modifications and discoveries thereof and goodwill associated therewith, shall vest solely in Squadded (“Squadded IP”). You acknowledge that you have no rights, title or interest in orto the Squadded IP. Squadded warrants that it has full ownership over all applicable copyrights, trade secrets, patents and other intellectual property rights in the Platform including any new version releases, updates, enhancements,modifications and/or improvements made thereto (or a right to provide the same as contemplated herein), and that the Platform does not infringe any third party rights. Squadded undertakes to defend you from and against any claim or action that thePlatform or the use of the Platform by you or any of its affiliates infringes the intellectual property rights of a third party and shall fully indemnify and hold you harmless from and against all direct losses, damages, costs (including all reasonable legal fees)and expenses awarded against you as a result of any such claim or action.

10.   Publication. Either party may publish or present the existence of their collaboration, provided such publication or presentation does not disclose the other party’s Confidential Information. The parties agree that any publication or presentation of such collaboration shall appropriately cite the contributions of both parties, using customary standards of attribution.

11.  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 . You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.

11.1.  The parties acknowledge and agree that each party acts a separate Data Controller (as defined by applicable data protection laws) of any data when Squadded provides the services under this Agreement to you. Each party shall comply with its own obligations under this Agreement and with respects to the general data protection regulation, the e-Privacy framework and all other data protection and/or privacy laws,regulations, instruments or codes of practice relating thereto.

11.2.  You hereby acknowledge and agree that: (i) the data shall only be shared,used and processed for the agreed purposes as described in this Agreement; (ii)you shall publish all necessary notices and have all legal bases in place to enable lawful processing of the data in accordance with the data protection laws and comply with all applicable laws in connection with such processing, including, without limitation, for marketing, sales, communications with the end users;(iii) you shall not disclose or sell the data to third parties;provided that you can disclose the data to your entities,employees and service providers; (iv) you shall ensure that you have in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of the data and against accidental loss or destruction of, or damage to, the data; (v) you shall delete (providing written confirmation of destruction) or return the data and copies thereof to Squadded within sixty (60) days after the end of the provision of the services to Squadded, and/or at any time upon Squadded’s request unless required by law to store the personal data, and promptly direct any third parties with whom you have shared data to promptly delete such data and (vi)you shall promptly inform Squadded about the receipt of any data subject request.

12.  Liability. Unless otherwise expressly provided herein, you acknowledge that the Platform and its services are being provided on an “As Is” basis, and free from any and all representations and warranties, whether express or implied, with respect thereto.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL SQUADDED'S LIABILITY IN CONNECTION WITH THEPLATFORM AND/OR THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID TO SQUADDED UNDER THIS AGREEMENT DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE

TO SUCH LIABILITY. Squadded shall not be liable to you for any indirect,incidental, consequential or punitive damages arising from or in connection with this Agreement, including your use of thePlatform or otherwise.

13.  Term and Termination. The initial term of this Agreement is detailed in your Subscription Plan and shall be automatically renewed for equivalent periods, unless either party notifies the other of its intention not to so renew at least thirty (30) days prior to the renewal date. The initial term and each renewal term thereafter (if any)shall collectively be referred to as the “Term.” Either party may terminate this Agreement: (a) immediately upon written notice to the other party,if the other party materially breaches this Agreement and, if curable,fails to cure that breach within thirty (30) days after receipt of written notice specifying the breach;and/or (b) immediately upon written notice to the other party, if the other party is declared bankrupt, or, in the event an involuntary bankruptcy action is filed against such other party, it has not taken, within sixty (60) days from service of such action to suchparty, any action under applicable law for such filed action to be dismissed. Upon termination hereof for any reason, Section 9 (Confidential Information), Sections 10 (Ownership), 11(Publication), 12 (Privacy), 13 (Liability), 14(Term and Termination), 15 (Governing Law), and 16 (Miscellaneous) shall survive termination hereof for any reason.

14.  Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Israel and all disputes arising out of this Agreement shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in Tel Aviv, Israel.

Notwithstanding the foregoing, each party may seek injunctive relief or specific performance in any court worldwide that has jurisdiction.The United Nations Convention on Contracts for the International Sale of Goods is hereby disclaimed.

15.  Miscellaneous. Unless otherwise expressly provided herein, this Agreement represents the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements or representations, oral or written,between the parties.You may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Squadded. Neither party shall be liable for any failure or delay in performance under this Agreement, to the extent said failures or delays are caused by causes beyond that party's reasonable control and occurring without its fault or negligence, provided that, as a condition to the claim of non- liability, the party experiencing the difficulty shall give the other party prompt written notice, with full details following the occurrence of the cause relied upon. The failure or neglect of either party hereto to enforce at anytime or for any period any right or provision hereof in accordance with its terms shall not be construed as a waiver of such right or provision, or such Party shall be entitled to enforce such right or provision as it shall see fit. In the event that any of the terms, conditions or provisions contained in this Agreement shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be modified to the extent necessary to make it valid,rather than such provision being declared invalid or void for such reason.The relationship of the parties is solely that of independent contractors and neither party has any authority to enter into agreements of any kind on behalf of the other party.

Updated: March, 14,2022