Service Agreement

Placense Ltd.

SOFTWARE AS A SERVICE AGREEMENT

THIS SOFTWARE AS A SERVICE AGREEMENT, is made and entered into effective as of the date specified in the Order Form (the “Effective Date”) and constitutes a binding agreement by and between Placense Ltd. and in its discretion including its Affiliates, hereinafter (“Placense”) and the Party specified in the Order Form (the “Customer”). Each of Placense and Customer may be referred to herein as a “Party” and together, as the “Parties.”

WHEREAS, Placense is the developer and proprietor of certain consumer location data and information services via the Placense Platform (as defined below) (the “Location Intelligence Service(s)”), as well as related professional and support services as further described below; and

WHEREAS, the Customer wishes to receive from Placense the Location Intelligence Service and Placense wishes to deliver the Location Intelligence Service, pursuant to a mutually executed Order Form (as defined hereunder) and in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, the Parties hereto hereby agree as follows:

1. Definitions

• “Affiliate” shall mean any entity that is directly or indirectly controlling, controlled by or under common control with a Party. For purposes hereof, control means owning at least a fifty-percent (50%) interest in such entity or having the ability to control such entities management.
• “Agreement” shall mean this Software as a Service Agreement and all Order Form(s), exhibits, schedules and addenda attached hereto or incorporated herein by reference.
• “Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party or its Affiliates hereunder (the “Receiving Party”), either directly or indirectly, in writing, orally, electronically or by inspection of tangible or intangible objects, including without limitation technology, information, data and/or data segments, ideas, samples, techniques, methods, business plans, works of authorship, models, inventions, know-how, processes, equipment, prices, software, customer and partner information and identities, and other information related to the past, current and future products and services whether or not marked or designated “confidential” or “proprietary.” Confidential Information shall not, however, include any information which the Receiving Party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Receiving Party; (ii) becomes publicly known and made generally available after disclosure to Receiving Party through no action or inaction of Receiving Party; (iii) is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure as shown by Receiving Party’s files and records immediately prior to the time of disclosure; or (iv) is or has been independently developed by the Receiving Party without use of or reference to the Confidential Information.
• “Customer Data” shall mean any and all data, information and/or any other content provided, submitted, transferred, and/or uploaded by Customer or Customer Representative(s) through or in connection with the Services to Placense, which may include, inter alia, data related to Customer, Customer Representative(s), and/or Customer’s users, as well any third-party data related thereto.
• “Customer Representative” shall mean any individual who is authorized by Customer to use and/or access the Location Intelligence Service ordered by Customer under an applicable Order Form and to whom Customer (or Placense at Customer’s request) has supplied Login Credentials. Customer Representatives may include, without limitation, employees, consultants, contractors and agents of the Customer.
• “Documentation” shall mean any description of the applicable Location Intelligence Service, as further detailed under each applicable Order Form, including as applicable and without limitation, written user guides, manuals and specifications to be provided to Customer by Placense, which are associated with or necessary for the use of the Location Intelligence Service by Customer.
• “Data Output” shall mean the information, analyses and reports generated and/or obtained via the Placense Platform.
• “Intellectual Property Rights” shall mean all worldwide (i) patents, patent applications and patent rights; (ii) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, moral rights; (iii) rights relating to know-how and the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) rights similar to those set forth herein and any other proprietary rights relating to intangible property, whether or not capable of registration, including, without limitation, trademarks, service marks and applications therefore, trade names and packaging and all goodwill associated with the same; (vi) divisions, continuation, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired; and (vii) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights.
• “Location Data” shall mean the data points underlying the Location Intelligence Service and used to produce the Data Output via the Placense Platform.
• “Login Credentials” shall mean the access credentials, such as a username and password, supplied by Placense to Customer and such authorized Customer Representative to access the Placense Platform, to the extent ordered by Customer and provided pursuant to an applicable Order Form during the Term of this Agreement.
• “Malicious Code” shall mean code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
• “Order Form” shall mean such mutually and duly executed document specifying the Location Intelligence Service and/or related Professional Services (as defined below), substantially in the form attached hereto as Exhibit A, to be entered into between the Parties from time to time, including any addenda and supplements thereto.
• “Personal Data” shall mean all information and data of any kind collected, received, held, accessed, maintained, stored, processed, controlled or used, that under applicable law is considered to be personal data or individually-identifiable information from or about an individual.
• “Placense Platform” shall mean the Placense real-time on-device analytics software-as-a-service platform enabling analysis of anonymized consumer mobility patterns, demand and behavior, and providing the ability to generate aggregated data and aggregated-data-based consumer location analysis reports.
• “Professional Services” shall mean any consulting, training, implementation, support, development or other related services as specifically described herein and/or in the applicable Order Form.
• “Services” shall mean the Location Intelligence Service(s) pursuant to an applicable Order Form, Professional Services and all such other products, services and applications described in the Order Form and/or the Documentation, including, without limitation, any software embedded therein, Third Party Property, all modification and enhancements thereof.
• “Third Party Property” shall mean any third-party components, including, without limitation, software, data, information or other materials, to be incorporated into or provided as part of the Placense Platform (or otherwise the Location Intelligence Service(s) if applicable).

2. Services

• Provision of Services. Placense will (i) make available to Customer the Location Intelligence Services and such other Services, pursuant to an applicable duly and mutually executed Order Form under this Agreement and in accordance with the Documentation; (ii) if applicable pursuant to an applicable duly and mutually executed Order Form, provide support and maintenance for the Services to Customer in accordance with applicable Order Form; and (iii) provide the Services in accordance with such laws and government regulations to the extent applicable to Placense, as a supplier of the Services, when used according to this Agreement.

• Access to the Placense Platform. If applicable pursuant to a Placense Platform subscription under an applicable Order Form executed by the Parties, then for the purpose of enabling authorized access to the Placense Platform, the following shall apply:

• Login Credentials. Access is restricted by unique Login Credentials that will be supplied to Customer upon execution of an applicable Order Form under this Agreement. Customer agrees to keep its Login Credentials secure and safeguard them from any unauthorized use and is explicitly restricted from transferring the Login Credentials, or authorizing the use of the Login Credentials, to any third party other than a Customer Representative. Customer is responsible for maintaining the confidentiality of the Login Credentials and for all of Customer’s account activities. In no event shall Placense be liable for the unauthorized use of Customer’s or Customer Representatives’ Login Credentials and Customer undertakes to notify Placense immediately of any unauthorized use of Customer’s account or any other breach of security, immediately upon becoming aware of any such unauthorized use or breach of security. If Placense decides that Customer’s account is secured by weak Login Credentials, Customer will be notified that the Login Credentials must be replaced with more secure ones. Failure to timely do so may result in the suspension of the Customer’s account until Customer updates its Login Credentials.

• Customer Subscriptions. Unless otherwise specified in an applicable Order Form, (i) Services are purchased as subscriptions and may be accessed by no more than the number of Customer Representatives for the duration of the Subscription Term, as specified in the Order Form. Additional Customer subscriptions may be added during the applicable Subscription Term, as shall be agreed by the Parties in an Order Form. Customer subscriptions are for designated Customer Representatives only and cannot be shared or used by more than one Customer Representative but may be reassigned during the Subscription Term to new Customer Representatives replacing former Customer Representatives who no longer require ongoing use of the Services.

3. License

• License Grant. Subject to the terms and conditions of this Agreement, and upon execution of the applicable Order Form if and to the extent provided thereunder, Placense shall grant Customer solely for Customer’s internal business purposes: (i) a nonexclusive, nontransferable, royalty-free (subject to payment of the fees as stated under this Agreement and/or in each applicable Order Form) right to access and use the Placense Platform for such limited Subscription Term as set forth in an applicable Order Form; and/or (ii) a perpetual, nonexclusive, nontransferable, royalty-free (subject to payment of the fees as stated under this Agreement and/or in each applicable Order Form) right to access and use the Data Output. All rights not expressly granted under this Agreement and/or under each applicable Order Form are reserved by Placense. The licenses granted to Customer pursuant to this Agreement will permit use of the Services as set forth in this Agreement and the applicable Order Form. CUSTOMER SHALL BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY CUSTOMER REPRESENTATIVE, EMPLOYEE, AGENT, AFFILIATE OR USER IN CONNECTION WITH THE ACCESS AND/OR USE OF THE PLACENSE PLATFORM, DATA OUTPUT OR OTHER LOCATION INTELLIGENCE SERVICES AND/OR THIS AGREEMENT.

• Usage Restrictions. Unless prior written authorization is obtained from Placense and/or otherwise specified in the applicable Order Form, the Customer may not: (i) make any Services or part thereof available to, or use any Services for the benefit of, anyone other than Customer for its internal uses, as permitted under this Agreement and any applicable Order Form; (ii) copy, make derivative works (except as explicitly permitted under Section 3.3 hereof), license, sublicense, sell, resell, transfer or assign, distribute, rent or lease any Services or Data Output provided to Customer via the Services (all except as otherwise permitted under this Agreement or applicable Order Form), or include any Service or part thereof in a service bureau or outsourcing offering; (iii) “frame” or “mirror” any Services or part thereof; (iv) knowingly use the Services to generate, create, store or transmit infringing, libelous, or otherwise unlawful or tortuous material; (v) knowingly use the Placense Platform to store or transmit Malicious Code (if applicable); (vi) knowingly or negligently interfere with or disrupt the integrity or performance of the Placense Platform or third party data contained therein; (vii) attempt to gain unauthorized access to the Placense Platform or its related systems or networks; (viii) conceal or remove any copyright or proprietary notices of any other Placense or third party indicia, if any, fixed or attached or contained in any Data Output and/or other materials provided via the Services; (xi) access and/or use any Services and/or the Data Output provided therein in order to build a competitive product or service, including creating any indices therefrom; (xii) reverse engineer or in any way derive the underlying technology and/or source code from the Placense Platform or other Services (as applicable) or any part thereof; (xiii) permit access to or use of any Services in a way that circumvents a contractual usage limit; and/or (xiv) allow and/or enable a third party to do any of the aforementioned.

• Permitted Derivatives. Notwithstanding Section 3.2 above and subject to Customer’s compliance with its obligations (including payment obligations) under this Agreement, it is hereby agreed that Customer may (independently or through its Representatives) copy and create derivative works of the Data Output provided by Placense hereunder, or as and if applicable generated by Customer via its authorized use of the Placense Platform as permitted hereunder (“Permitted Derivatives”), with such Permitted Derivative(s), in itself and only as such (without derogating from the rights and interests of Placense in any underlying data used to generated the Data Output), shall be owned by Customer, provided that such Permitted Derivative works are used solely in accordance with this Agreement. Customer agrees that any Permitted Derivative works shall not include (unless agreed to by Placense) the Placense indicia referenced above in subsection 3.2 (viii).

4. Proprietary Rights

• Placense Proprietary Rights. As between the Parties, Placense owns and shall continue to own all rights in and to the Services, including all parts thereof, the Placense Platform, Placense Documentation, the Placense Confidential Information (as defined above), the Data Output, data models, architecture, modifications, enhancements, derivatives (with the exception of the Customer copy of the Permitted Derivatives pursuant to Section 3.3 above), substitutes, or emulations of the aforementioned and any intellectual property rights therein or related thereto (“Placense IP”). As between the Parties, the Data Output collected and/or generated via the Services, shall be deemed Placense IP.

• Customer Proprietary Rights. All such (if any) Customer Data which Customer collects or generates independent of the Services and provides to Placense in connection with Customer’s use of the Services or any part thereof, and the Permitted Derivatives created by or on behalf of Customer and permitted under Section 3.3 of this Agreement shall, as between the Parties, be the sole and exclusive property of Customer (“Customer IP”). Customer acknowledges that the Data Output and any data-points underlying the Data Output are Placense IP belonging exclusively to Placense and may be collected, used and sold separately and independently by Placense to other customers without restriction.

• License to Use Feedback.  Customer grants to Placense a perpetual, irrevocable, royalty-free, worldwide license of unlimited duration to use in any manner, modify, and incorporate into the Location Intelligence Services any feedback, suggestions, requests, or recommendations relating to the Placense Platform or otherwise to the Services.

• References to Customer. Upon execution of this Agreement, Placense may make references to Customer and may use Customer’s designated trademark and logo (as shall be provided by Customer) in business generating efforts including but not limited to, publishing it on Placense’s current list of customers located on the Placense website, in RFI or RFP responses or responses to such equivalent requests, potential customer demos or presentations, disclosing the details of its relationship with the Customer to its subcontractors and third party service providers in order to provide the Services, and/or in the scope of a due diligence process in connection with a financing transaction and/or merger, consolidation, reorganization or restructuring, or the sale of all or substantially all of Placense’s assets or equity.

5. Fees and Payments

• Fees. Customer shall pay Placense for the Services and performance of all Placense obligations under this Agreement such fees as specified in each applicable Order to be provided by Placense (the “Fees”).

• Payment Terms and Taxes. If not otherwise specified, the Fees for the Services shall be paid by Customer in accordance with the applicable Order Form terms. Unless otherwise stated in the Order Form, all pricing and payments are and shall be in EU and shall be performed by wire transfer. Unless otherwise stated in the Order Form, Customer shall pay each invoice within thirty (30) calendar days following receipt of the invoice (net + 30). Placense may, in its sole discretion, temporarily suspend the Services in the event that Customer fails to make payments of the Fees in accordance with the terms and conditions of this Agreement and/or the applicable Order Form. Any payment not received by Placense within such period shall accrue interest at a rate of one percent (1%) per month, or the highest rate allowed by applicable law, whichever is lower. All Fees are non-cancelable for the stated Subscription Period and sums paid are non-refundable, except as expressly stated under this Agreement. All Fees are exclusive of VAT. Customer shall bear and pay all taxes related to or arising from this Agreement, except for those taxes based on Placense’s income. Customer may not withhold or set off any Fees due to Placense hereunder.

6. Representations and Warranties

• Mutual Representations. Each Party hereby represents, warrants, and covenants to the other Party that (i) it is duly organized, validly existing and in good standing under the laws of the state of its domicile and is in good standing in each other jurisdiction in which it or any of its Affiliates (to the extent such Affiliate is related to this Agreement) are established (if any); (ii) it has power and authority to transact its business and to execute this Agreement and to perform its obligations under this Agreement; and (iii) its entry into this Agreement and performance thereof does not violate or constitute a breach of any agreement to which it is a party or otherwise bound. Each Party hereby represents, warrants, and covenants to the other Party that in performing its obligations and exercising its rights under this Agreement, it will comply (and shall require all the its personnel providing services hereunder to comply) with all applicable laws.

• By Placense. Placense hereby represents, warrants, and covenants to Customer that: (i) it is the owner and/or licensee of all rights, titles, licenses in the Services; (ii) it has acted, and shall for the duration of the term of this Agreement continue to act, in accordance with all applicable law, and has all authorizations, consents and licenses required, in connection with the collection, storage, and processing of the Location Data; and (iii) the Location Data underlying the Data Output is fully anonymized and contains no Personal Data.

• By Customer. Customer hereby represents, warrants, and covenants to Placense that: (i) it has and shall maintain for the duration of this Agreement all necessary rights, titles, licenses, registrations and approval necessary to perform its obligations under this Agreement; (ii) obtain, maintain and receive all necessary consents from third parties as required under applicable law and this Agreement and each applicable Order Form, including the right to provide Placense the license granted herein to use such Customer Data in accordance with this Agreement; and (iii) it is solely and fully responsible for any decision made or action taken or not taken in reliance on the use of the Location Intelligence Service, and/or the Data Output.

7. Disclaimer of Warranties; Limitation of Liability

• EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE SERVICES AND DATA OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, PLACENSE (ON BEHALF OF ITSELF AND ITS SUBCONTRACTORS AND/OR AGENTS) DISCLAIMS ANY RESPONSIBILITY FOR ANY LOSS OR HARM CAUSED IN CONNECTION WITH OR RESULTING FROM CUSTOMER’S OR ANY THIRD PARTY’S USE OF OR RELIANCE ON THE SERVICES, INCLUDING ANY SUCH RELIANCE ON THE DATA OUTPUT.

• EXCEPT AS EXPRESSLY STATED HEREIN, PLACENSE (ON BEHALF OF ITSELF AND ITS SUBCONTRACTORS) DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PLACENSE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY PART THEREOF SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. THE DATA OUTPUT DOES NOT CONSTITUTE AN ADVICE, AND CUSTOMER UNDERSTANDS IT MUST DETERMINE FOR ITSELF THE NEED TO MAKE BUSINESS DECISIONS OR MODIFY BUSINESS STRATEGIES REGARDING THE SUBJECT MATTER OF THE DATA OUTPUT. CUSTOMER’S USE OF AND RELIANCE UPON THE SERVICES AND DATA OUTPUT IS ENTIRELY AT CUSTOMER’S SOLE DISCRETION AND RISK. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.

• Limitation of Liability. Subject to Sections 7.4 and 7.5 below, neither Party’s total aggregate liability arising out of or related to this Agreement (whether in contract or tort or under any other theory of liability) shall exceed the total fees paid to Placense by Customer in the twelve (12) months preceding any such cause for liability. The foregoing shall not limit Customer’s payment obligations under the Section 5 above.

• Exclusion of Consequential and Related Damages. Subject to Section 7.5, in no event shall either Party have any liability to the other Party under or in relation to this Agreement whether in contract, tort or under any other theory of liability for:

• economic loss, loss of profits, loss of revenue, loss of goodwill, and/or loss resulting from damage to image or reputation in each case whether direct or indirect; or

• any indirect or consequential loss or damage arising from or related to this Agreement, howsoever caused and whether or not such losses are foreseeable, even if that Party has been advised (or is otherwise aware) of the possibility of such losses in advance.

• Limitation of Restrictions. Nothing in this Section 7 shall exclude or limit the liability of either party for death or personal injury caused by such party’s negligence, or for fraud or fraudulent misrepresentation, or intentional act or omission, or Customer’s liability under Section 9.2 below, or for any other liability to the extent that the same may not be excluded or limited as a matter of applicable law.

8. Confidentiality

• Neither Party will disclose to any third party or use any Confidential Information except as expressly permitted in this Agreement. Each Party will take all reasonable measures to maintain the confidentiality of all Confidential Information in its possession or control, which in no event will be less than the measures it uses to maintain the confidentiality of its own information of similar importance, but not less than a reasonable standard of care.

• Each Party acknowledges any unauthorized disclosure or unauthorized use of Confidential Information will cause irreparable harm and loss to the Disclosing Party. In the event of any actual or threatened breach of this Section 8 by a Receiving Party, the Disclosing Party shall be entitled to seek emergency interim relief prohibiting disclosure of its Confidential Information in any court of competent jurisdiction, which action shall not restrict or limit any other legal or equitable remedies that the disclosing Party determines to seek.

• Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information: (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law; or (ii) on a “need-to-know” basis under an obligation of confidentiality, similar to the obligations set forth herein, to its Affiliates, attorneys, accountants, authorized third party agents or subcontractors, banks and other financing sources and their advisors and trusted consultants (“Authorized Parties”) solely for the purpose of delivering the Services and performing its obligations hereunder, provided that the Receiving Party remains responsible to the Disclosing Party for such other parties’ compliance with the disclosure and use restrictions of this Section 8 as though each were a Party hereto.

• Furthermore, Confidential Information disclosed to a Party’s Affiliate hereunder shall be deemed disclosed to such Party, and such Party shall ensure its Affiliate complies with all disclosure and use restrictions of herein as though it were a Party hereto, such that Receiving Party shall obtain an undertaking of confidentiality of similar form and content as the obligations set forth herein.

• Notwithstanding the aforementioned, the Receiving Party shall be responsible to the Disclosing Party for any act or omission of its Affiliates that would breach the obligations herein, as if the action or omission had been carried out by the Receiving Party. The terms and conditions of the Agreement will be deemed to be the Confidential Information of each Party and will not be disclosed without the prior written consent of the other Party, provided however, that each Party may reveal the existence and terms of this Agreement without obtaining prior written consent of the other Party: (i) to its Authorized Parties; (ii) in the course of a due diligence process conducted by a third party in connection with a potential investment, acquisition, merger or other similar transaction involving such Party; or (iii) for compliance with applicable regulatory and legal requirements.

9. Indemnification

• General Indemnities. Each Party shall defend, indemnify and hold the other Party and its Affiliates and their respective officers, directors, employees, agents, contractors, successors, and assigns (the “Indemnified Parties”) harmless from and against any and all damages, losses, fines, penalties, costs, and other amounts (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with any claims, demands, investigations, and causes of actions by third parties (each a “Claim”) to the extent such Claim is based on or arises from or relates to (i) any breach or default of any provision of this Agreement; or (ii) grossly negligent or intentional acts or omissions caused by the Party or its Affiliates and/or their respective officers, directors, employees, agents, contractors, successors and assigns.

• Customer Indemnity. Customer shall defend, indemnify and hold harmless Placense and its Affiliates and their respective officers, directors, shareholder, employees, affiliates and agents from and against all Losses from a Claim that is based on or arises from or relates to (i) Customer’s Permitted Derivatives and any and all use of, any decision made based on or in consultation with, or reliance on the foregoing; (ii) any decision made based on or in consultation with the Data Output or the Services; and/or (iii) Customer’s breach of any of its representations and/or warranties herein.

• Procedure. The Indemnified Party shall inform in writing the other Party following receipt of a Claim and shall enable the other Party to control the defense of such Claim, provided that any settlement arrangement as well as any declaration and/or obligation on the Indemnified Party behalf, are subject to the Indemnified Party’s prior written approval, which approval will not be unreasonably withheld or delayed. The Indemnified Party shall provide the other Party with the information reasonably required for the indemnifying Party to defend the Claim.

• Third Party Infringement Claims. To the extent Customer requested and was granted with access to the Placense Platform, Placense shall indemnify, defend and hold the Customer Indemnified Parties harmless from and against any and all Losses that are based on, arises from or relates to any and all Claims that the Services knowingly infringe or violate a patent, copyright, trademark, trade secret or other intellectual property right of a third party. In the event that the Services, or any portion thereof, as furnished under this Agreement, have become, or is at Placense’s discretion likely to become, or is claimed by a third party to become the subject of an intellectual property rights’ infringement suit or proceeding and the use of the Services, or any portion thereof, may be injured, Placense shall, at its sole expense and discretion, and in order to provide Customer with undisturbed use of the above or mitigate any potential exposure, either (i) procure for Customer the right to continue using said Services, or (ii) immediately replace or modify the same with non-infringing Services of equivalent function and efficiency. In the event that Placense elects to act in accordance with paragraph (ii) hereunder, Customer is obligated to use solely the non-infringing replacement provided by Placense; and, in addition to the above-mentioned options, Placense shall defend or otherwise dispose of or settle the third party infringement Claims (if applicable), provided that any settlement arrangement as well as any declaration and/or obligation on Customer’s behalf, are subject to Customer’s prior written approval, which approval will not be unreasonably withheld or delayed. If none of options (i) and (ii) can be commercially and technically implemented by Placense, Placense shall have the right to terminate this Agreement upon sixty (60) days’ written notice. All the provisions of this Agreement shall apply to the replacing non-infringing Services, or any part thereof. In addition to Customer’s right to terminate this Agreement pursuant to the terms of this Agreement, such aforementioned remedies and actions taken by Placense shall be Customer’s sole remedy in connection with this matter.

10. Term and Termination

• Term. This Agreement shall commence as of the Effective Date set forth under the Order Form, and subject to Customer’s compliance herewith, will continue for the Initial Subscription Period(s) set forth under the Order Form executed pursuant hereto, unless terminated earlier as provided in this Agreement. Upon the lapse of each Initial Subscription Period, this Agreement (and the respective Order Form) shall automatically renew for subsequent periods of one (1) year (each, a “Renewal Term”, and collectively with the Initial Subscription Period – the “Term”), unless either Party notifies the other Party of its intent not to renew at least thirty (30) days prior to the beginning of the applicable Renewal Term. The expiration or termination of one Order Form but not of this Agreement shall not affect any other Order Form.

• Termination for Convenience. Either Party shall have the right to terminate this Agreement by notice in writing within thirty (30) days of receipt of such notice.

• Termination for Breach. Either Party may terminate this Agreement (and any Order Forms incorporated hereto, unless otherwise agreed therein) for cause (i) upon fifteen (15) days written notice to the other Party if such other Party commits a material breach of this Agreement and does not cure such breach, if curable, at the expiration of such period, or (ii) immediately on written notice if the other Party: (a) becomes the subject of a petition in bankruptcy or any other proceeding (whether voluntary or involuntary) relating to insolvency, administration, receivership, administrative receivership, liquidation or assignment for the benefit of creditors, or if the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (b) breaches Section 8 of the Agreement; (c) acts with gross negligence or willful misconduct in the performance of a Party’s obligations under this Agreement; or (d) attempts to assign this Agreement in violation of Section 11.2.

• Payment upon Termination. If this Agreement is terminated by Placense in accordance with this Section 10, Customer will pay any and all fees that have been invoiced and are still unpaid at the date of termination. In no event will termination relieve Customer of its obligation to pay any fees payable to Placense for the period prior to the effective date of termination, without derogating from Customer’s rights and remedies hereunder.

• Effect of Termination. Upon expiration or termination of this Agreement, any and all licenses and rights shall cease and Customer shall cease all use of the Services. Each Party shall return or destroy all copies of the Confidential Information of the other Party in its possession, custody or control, and, in the case of destruction, upon receipt of written request from the Disclosing Party, certify such destruction in a written notice to the Disclosing Party.

• Survival. In the event of any expiration or termination of this Agreement and/or any applicable Order Form, any provisions hereof which expressly or by their nature are required to survive such expiration or termination in order to achieve their purpose, shall survive the expiration or termination of this Agreement.

11. Miscellaneous

• Notices. Except as otherwise expressly set forth herein or in any applicable Order From, all notices required to be given under this Agreement shall be in writing and shall be deemed effective when received and shall be delivered either in person, by facsimile, by electronic mail, or by mail, postage prepaid, for delivery as registered or certified mail addressed, return receipt requested, to the business address reflected above.

• Assignment; Binding Effect. This Agreement may not be transferred or assigned by Customer without the prior written consent of Placense. Placense may assign or transfer this Agreement in connection with a sale or transfer of all or substantially all of its assets, stock or business by sale, merger, consolidation, or similar transaction without the need for Customer’s prior or other consent. Placense may, at its discretion, assign or transfer its rights to receive any or all payments under this Agreement, including without limitation its rights to receive the Fees (“Assignment of Rights to Receive Payment”). Placense shall provide Customer timely notice of any such Assignment of Rights to Receive Payment. Any purported assignment or transfer in violation of this section shall be void. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties to this Agreement and their respective successors and permitted assigns.

• Entire Agreement; Order of Prevalence; Amendment. This Agreement (including all Order Forms issued hereunder and any exhibits or addenda references and attached hereunder) sets forth the entire understanding between the Parties with respect to the subject matter hereof. If there are any inconsistencies or conflicts between this Agreement and an Order Form, the inconsistent or conflicting terms of the Order Form shall govern. This Agreement supersedes all prior or contemporaneous representations, discussion, negotiations, letters, proposals, agreements and understandings between the Parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only in a writing duly executed by an authorized representative of each of Customer and Placense.

• Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel exclusive of its conflict of laws principles. Any dispute relating to this Agreement will be exclusively resolved in the applicable courts located in Tel Aviv. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. Placense may seek immediate relief at law or in equity for any breach by Customer in any appropriate court.

• Headings. The section headings in this Agreement are for reference and convenience only and do not explain, modify, interpret, or expand the provisions of this Agreement.

• Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Each Party will be solely responsible for payment of all compensation owed to its employees and subcontractors, as well as all employment-related taxes.

• Severability. If any of the provisions of this Agreement are declared to be invalid or unenforceable by a court of competent jurisdiction, such provisions shall be ineffective to the extent of such invalidity or unenforceability while the other provisions hereof shall remain in full force and effect.

• Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent is in writing and signed on behalf of the Party against whom it is asserted. Any consent by any Party to, or waiver of, a breach of the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach of this Agreement by such Party.

• Force Majeure. Neither Party shall be liable to the other for any performance delay or failure to perform hereunder, exclusive of payment obligations, due to any act, omission or condition beyond the reasonable control of the affected Party.