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SQUADDED

TERMS OF USE

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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 the Platform 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. 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 the Platform, as reported by you or the Users, Squadded shall use reasonable efforts to rectify such deficiencies as soon as practicable, at its expense.

5. Fees and Payments.

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

5.2 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 in the 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.

5.3 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.  

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

5.5 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.    

6. 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.

7. 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 or to 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 the Platform 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.

8. 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.

9. 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.

9.1. 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.  

9.2. 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.

10. 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 PERMISSBLE UNDER APPLICABLE LAW, IN NO EVENT WILL SQUADDED'S LIABILITY IN CONNECTION WITH THE PLATFORM 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 the Platform or otherwise.

11. 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 such party, any action under applicable law for such filed action to be dismissed. Upon termination hereof for any reason, Section 6 (Confidential Information), Sections 7 (Ownership), ‎8 (Publication), ‎10 (Liability), ‎7 (Term and Termination), and ‎13 (Miscellaneous) shall survive termination hereof for any reason.

12. 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.

13. 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 any time 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: February, 2, 2022