UPPLER - TERMS OF USE

Contractual provision relating to the use of the website Uppler

/

Legal information

The website https://uppler.com, hereinafter referred to as “uppler.com“ offers a marketplace service between professionals on the Internet.

Access to the site, consultation and use are contingent upon acceptance of these Terms & Conditions of uppler.com.

The site is edited by Uppler LTD., an Israeli corporation, with headquarters at 12 Hazanhanim street, Rishon Lezion, Israel.

For questions about the company, you can send us your questions by email at contact@uppler.com.

For legal requisitions, thank you to send us the requisition by mail at gregoire.chauvin@uppler.com specifying an URL for the issue, the email address of the diffuser or phone number.

We will send you the requested information as soon as possible.

To simplify our procedures, thank you to indicate in your request your email address

Uppler.com is hosted by OVH - 2 rue Kellermann - 59100 Roubaix - France

1. Purpose

The Terms are intended to determine the conditions of use of the UPPLER Service available to Users on the Website and Mobile Site. Additional conditions of use for users subscribing to Paid Services (hereinafter referred to as “Paid Services “) are fixed in the Terms of Service.

2. Acceptance

Any User - declared by accessing and using UPPLER service, from the Website and Mobile Site, have read these Terms and Conditions and expressly accept them without reservation and / or

modification of any kind. These Terms are fully enforceable for Users.

3. Use of the Uppler service

3.1 Description of the service

The UPPLER service offered to users varies according to the quality of “Buyers“ or “Supplier“ of the user.

3.1.1. Main features accessible on the Website and Mobile Site by:

All users:

The creation and access to the Personal Account.

Management (update, modification etc.) at any time, of personal information indicated in the creation of the Personal Account. Required information: name, email address, password, company name, email address and password; Optional information: SIRET, EU VAT ID, address, number phone number, website.

Consultation of news broadcast by contacts

Consultation of products posted by contacts

Consultation of the presentation page of all the users of the site\

Sending, receiving and consultation of messages exchanged with other users

Publication of his profile information

Visual and editorial edition of its profile page

Publication of news: text, links, images, events

Publication of request for proposals

Deletion of news or products previously posted

Search of users and products

Advanced search with filtered navigation

Sending of contact request to other users

Sending of mail or phone invitations to contacts to join the platform

Consultation and ordering of products publicly visible on the marketplace

Consultation and ordering of products with private access on the marketplace, after request and acceptation from the supplier

Online payment between users via MangoPay service edited by Leetchi Corp SA

Abuse report

Permanent removal of its account

User “Supplier”

Access to catalog and orders management

Creation of product pages with the following information:

Description

Reference

Corresponding pictures

Price

Visibility preferences

Additional specific settings

Mass import of catalogue on the marketplace

Ability to accept, modify or reject purchase orders

Receiving payment orders via the online payment service MangoPay

Access to a statistic dashboard

Configuration of its product categories and subcategories

Configuration of its methods of payment accepted

Configuration of its prefered payment method

Offsite payment possibility according to the buyer preferences

Configuration of its delivery preferences

Addition, removal, modification, grading of

Products

Orders

Promotions

Options

The choice between several subscription levels

Any holder of a free Personal Account subscribing to a paid account will keep all its data once subscribed

Subscription levels vary depending on:

Increased visibility in contacts and search suggestions from other users

Ability to upload more products, users price list etc.

Access to advanced features (ex: Ipad app)

3.2 Diffusion of contents, orders and payments on the site

3.2.1 General Rules

Any User declares that, to access the UPPLER Service, he has access to the Internet from the provider of their choice, and recognizes that:

The transmission reliability is uncertain, mainly because of the heterogeneity of networks and infrastructures on which they run and, in particular, malfunction, or saturation may occur;

It is up to the user to take any action it deems appropriate to ensure the safety of its equipment and of its own data, software or other, particularly against contamination by viruses and / or attempted Intrusion he may be a victim of;

Any equipment connected to the Website is and remains the sole responsibility of the user, the liability of UPPLER will not be sought for any direct or indirect damage that could happen due to their connection to the Website or Mobile Site.

Responsibility on payment and transaction:

Offsite Payments: UPPLER can not be held responsible for the poor performance of payment between users, once they have chosen to perform outside the platform

Payments through the UPPLER service can be made via MANGOPAY: Any user, since it meets the criteria and accept Terms & Conditions MANGOPAY, has the option to pay an order by credit card.

The correct execution of the transaction after payment (delivery of products, deadlines, compliance of the product delivered etc.) is the sole responsibility of the Users. Uppler and Leetchi Corp SA, publisher of MangoPay Service can not be held responsible for any issue occurring during the transaction after the order and payment on the Website or Mobile Site, or offsite.

The user agrees, if appropriate, to respect and maintain the confidentiality of its connection identifiers to its Personal account and expressly recognizes that any connection to its Personal Account, and any data transmission from the Personal Account shall be deemed to have been made by the User.

Any loss, misuse or use of connection identifiers and their possible consequences are the sole and entire responsibility of the User.

Any User may subscribe to Paid Services to increase its capacity of products posted, features available and visibility on the site.

Options, features and capacity granted with Paid Services, depending on the subscription level, may vary and are published on the URL: https://uppler.com/pricing

The subscription to these services meets the contractual obligations specified in the Terms of Service.

3.2.2 Commitment of the user

The user guarantees to hold all rights (including intellectual property rights) or to have obtained all approvals for the publication of its news or products.

The user guarantees that the broadcast content does not contravene to any regulations (particularly regarding advertising, competition, sales promotion, use of a foreign language, use of personal data, prohibition of the marketing of certain goods or services), or any third party rights (including property rights, intellectual and personality rights) and that it contains no defamatory or damaging message against third parties.

Thus, the user specifically agrees that the broadcast content does not contain:

Any false or deceptive information likely to mislead users.

No mention defamatory or likely to harm the interests and / or image UPPLER or any third party.

Any content infringing intellectual property rights of third parties.

The User undertakes, in case of unavailability of a product offered to withdraw the product of the UPPLER Service as soon as possible.

The User declares to know the geographies where the Website and Mobile Site is available, to take all precautions to respect the legislation of the receiving locations, and to discharge UPPLER from any liability in this regard.

In this framework, the User declares and acknowledges that he is solely responsible for the content it publishes and makes available to Users, as well as any document or information it sends to users.

The User assumes the sole editorial responsibility for the content it publishes.

Consequently, the User, its subcontractors and suppliers, guarantees UPPLER against any claims or actions in relation to the broadcast content that may be brought against them by any third party, and agree to pay all damages and costs and expenses which they could be sentenced to.

By posting any content, each User acknowledges and agrees that UPPLER can delete at any time, without compensation or right to reimbursement of amounts incurred by the User for its publication or subscription to Paying Services, content that is contrary to European law in particular and / or dissemination rules laid down by UPPLER, or likely to infringe the rights of others.

All content is broadcast, from the day of publication, on the Website and Mobile Site and without delay.

The User also undertakes that its Personal Account does not contain:

No and / or misleading mandatory information false.

No information affecting the rights of a third party.

In this context, the holder declares and acknowledges that it is solely responsible for the information indicated when creating his Personal account.

By creating a Personal Account each licensee acknowledges and accepts that UPPLER can delete at any time, without compensation or right to reimbursement of amounts incurred by the User for subscription to Paid Services, a particular account which would be contrary to European law and / or dissemination rules laid down by UPPLER, or likely to infringe the rights of others.

3.3. Hyperlinks

3.3.1. Links from the Service UPPLER

The UPPLER Service may contain links redirecting to websites operated by third parties. These links are provided as simple information.

UPPLER has no control over these sites and accepts no responsibility for access, content or the use of these sites, as well as damages that may result from consulting the information on these sites.

The decision to activate these links is the full responsibility of the User.

3.4. Cookies and Geolocation

In order to facilitate navigation on the website, cookies may be installed in the communication medium (eg computer, mobile phone, digital tablet) of the users, for example to keep their criteria research, pre complete the connection or order form (email, telephone, postal address ...).

Browser settings on the communication mediums allows any user to refuse the installation of cookies. However, the User is informed that the refusal of cookies may disrupt the use of UPPLER Service.

3.5 Protection, collection, use and disclosure of information

Personal

3.5.1: Protection of personal data

In accordance with Articles 38, 39 and 40 of Act No. 78-17 of 6 January 1978, any User acting exclusively for private and non-commercial means has the right to oppose access, rectify and delete any of their personal data.

Individual Users may exercise that right by contacting UPPLER through the email address contact@uppler.com.

3.5.2: Collection and use of personal data

All personal data collected may be used by UPPLER for:

Product Management

Publication and product tracking

Sending purchase orders

Sending commercial proposals and / or advertising, coming from UPPLER

The sending of commercial offers and / or promotions, from third party companies in connection with UPPLER

No database sales to third companies is made by UPPLER.

Furthermore, the sending of commercial offers and / or promotions will be made after receiving the express consent of the persons concerned, pursuant to Article L34-5 of the Post Code.

Sending satisfaction surveys

Statistics

3.5.3: Communication of personal data

In accordance with Act No. 78-17 of January 6 1978, UPPLER undertakes to keep safe all personal data collected through the service and not to transmit it to any third party.

Notwithstanding, the User is informed that UPPLER may be required to disclose personal data

collected via the Service to the authorized administrative and judicial authorities, only on legal requisition.

3.6 Commercial prospecting and unfair collection

The use for commercial purposes or public dissemination of data downloaded from the Website, is forbidden, on pain of criminal sanctions provided by Articles 226-16 to 226-24 of the Penal Code

4. MODERATION CONTENT

4.1 Suppression of Unlawful Broadcasts

UPPLER reserves the right to remove, without notice or compensation or reimbursement right, any information or product that does not comply with the dissemination rules of UPPLER and / or which is likely to infringe the rights of third parties.

4.2 Reporting of Abuse

It is permitted to any User to report abusive content from the Website and Mobile Site:

either by clicking on the link “report abuse“ on each product page, or by email at the address contact@uppler.com.

5. RESPONSIBILITY AND GUARANTEES

5.1 Liability and obligations of UPPLER

As the host, UPPLER is subject to the liability regime provided in Articles attenuated 6.I.2. and nº2004-575 following the law of 21 June 2004 on confidence in the digital economy.

UPPLER therefore can in no way be held responsible for the content of user publications and gives no warranty, expressed or implied, in this regard.

5.2 Limitation of Liability

UPPLER is committed to implement all necessary means to ensure the best delivery of the Service to Users.

However, UPPLER declines any liability for:

Interruptions, outages, changes and dysfunction of the Service

Loss of data or information stored by UPPLER. Users are responsible for making all precautions to keep a copy of the content they publish via the UPPLER Service;

Temporary inability to access the Website and Mobile Site due to technical problems, whatever their origin and provenance,

Direct or indirect damage caused to the user, whatever the nature, resulting from the broadcast content, the malfunction of the Services and / or interruption of Service

Abnormal or illicit exploitation of the Service by any user,

Attack or hacking, deprivation, removal or disqualification, temporary or permanent, and for any reason

The responsibility of UPPLER may be initiated only for direct damages suffered by the User resulting from a breach of its contractual obligations as defined herein. The User renounces therefore to ask any repair to UPPLER in any capacity whatsoever, for indirect damage such as lost profits, financial losses, increased overheads or losses emanating from or being consequence of the execution hereof.

Any User is then solely responsible for damages caused to third parties and consequences of claims or actions that may result. The User also waives all recourse against UPPLER in the case of prosecutions conducted by a third party against him because of the use and / or illegal use of the UPPLER Service, loss of a user's password or in case of theft of his identity.

6. - INTELLECTUAL PROPERTY

6.1

All intellectual property rights (such as copyright, neighboring rights, trademark rights, rights of database producers) covering both the structure and the contents of the Website and Mobile Site and including images, sounds, videos, photographs, logos, trademarks, graphics, text, video, tools, software, documents, data, etc. (hereinafter generally designated as“Elements“) are reserved. These elements are the property of UPPLER. These items are available to users, free of charge, for the sole use of the UPPLER Service and under normal use of its functionality. Users agree not to modify Elements in any manner.

Any use of Elements not expressly permitted on the Website and Mobile Site involves a violation of Copyright and constitutes an infringement. It can also cause a violation of image rights, rights of persons or any other rights and regulations. It can thus engage the civil and / or criminal liability of its author.

6.2

It is prohibited for any user to copy, modify, create a derivative work, reverse engineer, disassemble or make any attempt to find the source code, and to sell, assign, sublicense or transfer in any manner whatsoever any right relating to the Elements.

All UPPLER Service User specifically agree not to:

Use or query the UPPLER Service for the account or benefit of others;

Make any extraction, for commercial purposes or not, of all or part of the information or products on the UPPLER Service and on the Website and Mobile Site;

Reproduce in any other medium, for commercial purposes or not, all or part of the information or products UPPLER presents on the Service and on the Website and Mobile Site for reconstructing all or part of original files;

Use any robot, including exploration (spider), search applications or websites or any other means to retrieve or index any part of the contents of the Website and Mobile Site, except in case of express consent of UPPLER;

Any reproduction, publication, transmission, use, modification or removal of all or part of Elements and in any manner whatsoever without the prior written permission of UPPLER is illegal. These wrongful acts engage the responsibility of the authors and are likely to result in legal proceedings against them, including accusations of counterfeiting.

6.3

The brands and logos of UPPLER and brands and logos of UPPLER's partners are trademarks. Total or partial reproduction of these brands and / or logos without the prior written consent of UPPLER is prohibited.

6.4

UPPLER is the producer of the UPPLER Service databases. Consequently, any extraction and / or reuse of the databases within the meaning of Articles L 342-1 and L 342-2 of the Code of intellectual property is prohibited.

6.5

UPPLER reserves the right to seize any legal means against those who have not complied to the prohibitions contained in this article.

7. CHANGING THE SERVICE AND UPPLER TERMS

7.1

UPPLER reserves the right at any time to modify or discontinue the availability of any portion of the UPPLER Service and / or the Website and Mobile Site.

7.2

UPPLER reserves the right to modify at any time all or part of the Terms of USe. Users are invited to regularly reviewing these Terms to be aware of any changes. The Use of the Website by Users constitutes acceptance of changes in the Terms of Use.

8. MISCELLANEOUS

If part of the Terms of Use should be illegal, invalid or unenforceable, for any reason whatsoever, the provisions in question are deemed not written, without questioning the validity of the other provisions, which continue to apply between Users and UPPLER.

These Terms are governed by French law.

9. DEFINITIONS

Each of the terms mentioned below have, in these Terms of Use, (referred to as the “Terms“) the following meanings:

“Content“:

Means all elements and data (visual, textual, sound, photographs, drawings), broadcast by a User under its editorial responsibility to inform, promote, buy, rent or sell a good or service and broadcast on the Website and Mobile Site.

“ Personal account “ :

Means the free space currently accessible from the Website and Mobile Site that any user can create, and from which it can distribute, manage, and view its contents, and subscribe to Paid Services.

“UPPLER“

Means the company that publishes and operates the Website and Mobile Site: UPPLER LTD, registered under No 51-515028-2, whose head office is located at 12 Hazanhanim street, Rishon Lezion, Israel.

“UPPLER Service“

Means the services made available to Users on the Website and Mobile Site as described in Article 3.1 of these Terms.

“ Website “ :

Means the website operated by UPPLER, accessed mainly from the URL https://uppler.com, allowing users to access the UPPLER Service described in Article 3.1 of these Terms.

“Mobile Site“

Means the mobile site operated by UPPLER, accessible from the URL https://uppler.com users access via their mobile phone service UPPLER described in Article 3.1 of these Terms.

“User“:

Means any visitor with access to UPPLER Service via the Website and Mobile Site

Version 23.12.2016

UPPLER - TERMS OF SERVICE

The terms below are for monthly billing.

This Uppler (Online) Agreement (the “Agreement”) is entered into by and between Uppler Inc., a Israeli corporation, with headquarters at 12 Hazanhanim street, Rishon Lezion, Israel (“Uppler”) and the entity agreeing to these terms (“Customer”). This Agreement is effective as of the date you click the “I Accept” button below or, if applicable, the date the Agreement is countersigned (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don’'t have the legal authority to bind your employer or the applicable entity, please do not click the “I Accept” button below (or, if applicable, do not sign this Agreement). This Agreement governs Customer’'s access to and use of the Services.

1. Services

1.1 Facilities and Data Transfer.

All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Uppler stores and processes its own information of a similar type. Uppler has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Services Uppler may transfer store and process Customer Data in the United States or any other country in which Uppler or its agents maintain facilities. By using the Services Customer consents to this transfer, processing and storage of Customer Data.

1.2 Modifications

a.

To the Services.

Uppler may make commercially reasonable changes to the Services from time to time. If Uppler makes a material change to the Services Uppler will inform Customer, provided that Customer has subscribed with Uppler to be informed about such change.

b. To URL Terms. Uppler may make commercially reasonable changes to the URL Terms from time to time. If Uppler makes a material change to the URL Terms, Uppler will inform Customer by either sending an email to the Notification Email Address or alerting Customer via the Uppler account. If the change has a material adverse impact on Customer, and Customer does not agree to the change, Customer must so notify Uppler via the Help Center within thirty days after receiving notice of the change. If Customer notifies Uppler as required, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Services Term for the affected Services. If the affected Services are renewed, they will be renewed under Uppler's then current URL Terms.

1.3 Customer Company Ownership.

Prior to providing the Services Uppler may verify that Customer owns or controls the company claimed. If Customer does not own or control the company, then Uppler will have no obligation to provide Customer with the Services.

2. Customer Obligations.

2.1 Compliance.

Customer will use the Services in accordance with the Acceptable Use Policy. Uppler may make new applications features or functionality for the Services available from time to time the use of which may be contingent upon Customer's agreement to additional terms. In addition, Uppler will make other Non-Uppler Products (beyond the Services) available to Customer and its End Users in accordance with the Non-Uppler Product Terms and the applicable product-specific Uppler terms of service. If Customer does not desire to enable any of the Non-Uppler Products, Customer can enable or disable them at any time through the Uppler account.

2.2 Customer Administration of the Services.

Customer may specify one or more Administrators through the Uppler account who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Uppler's responsibilities do not extend to the internal management or administration of the Services for Customer and that Uppler is merely a data-processor.

2.3 End User Consent.

Customer's Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer's access, monitoring, use and disclosure of this data and Uppler providing Customer with the ability to do so and (ii) Uppler to provide the Services.

2.4 Unauthorized Use.

Customer will use commercially reasonable efforts to prevent unauthorized use of the Services' and to terminate any unauthorized use. Customer will promptly notify Uppler of any unauthorized use of, or access to, the Services of which it becomes aware.

2.5 Restrictions on Use.

Unless Uppler specifically agrees in writing' Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws. Customer is solely responsible for any applicable compliance with HIPAA.

2.7 Third Party Requests.

Customer is responsible for responding to Third Party Requests. Uppler will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Uppler only if it cannot reasonably obtain such information.

3. Billing and Payment.

3.1 Billing: Customer may elect one of the following billing options when placing its order for the Services.

a.

Monthly Plan.

If Customer selects this option, Customer will not be committed to purchase the Services for a pre-defined term, but will pay for the Services on a monthly basis. Uppler will bill Customer: (i) Fees based upon Customer’s usage on the last day of the precedent month and (ii) on the anniversary day of each term Uppler will provide Customer with the monthly invoice accessible from the Uppler account. Any partial month of Services usages will be rounded up to a full month of Services usage for the purposes of calculating Fees. Customer may pay for the Services using the payment options listed below.

b.

Annual Plan

If Customer selects this option, Customer will be committed to purchasing the Services from Uppler for an annual term, and in exchange will receive a discount on the Services which will be reflected in Customer’s annual payment. Uppler will bill the Customer in the begining of the annual period in advance for its use of the Services when Customer has an annual commitment for the Services with Uppler. This commitment will automatically renew each year and Uppler will bill Customer each year on the anniversary day of the subscription, unless Customer notifies Uppler by any written notice at least 30 days befor the renewal of the subscription.

3.2 Payment. All payments due are in Euros unless otherwise indicated on the Order Page or invoice.

a.

Credit Card or Debit Card.

Fees for orders where Customer is paying with a credit card, debit card or other non-invoice form of payment, are due at the begining of the month during which Customer received the Services. For credit cards, or debit cards, as applicable: (i) Uppler will charge Customer for all applicable Fees when due and (ii) these Fees are considered delinquent thirty days after the end of the month during which Customer received the Services.

b.

Invoices.

Payments for invoices are due thirty days after the invoice date, unless otherwise specified on the Order Page, and are considered delinquent after such date.

c.

Other Forms of Payment.

Customer may change its payment method to those available within the Uppler account. Uppler may enable other forms of payment by making them available in the Uppler account. These other forms of payment may be subject to additional terms which Customer may have to accept prior using the additional forms of payment.

3.3 Delinquent Payments

Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Uppler in collecting such delinquent amounts, except where such delinquent amounts are due to Uppler's billing inaccuracies.

3.4 Suspension for Non-Payment.

a.

Automatic Suspension.

Customer will have thirty days to pay Uppler delinquent Fees. If Customer does not pay Uppler delinquent Fees within ten days, Uppler will automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays Uppler all outstanding Fees.

b.

During Suspension.

If Customer is on a monthly billing plan, and Customer is suspended for non-payment, Uppler will stop charging Customer monthly Fees during Customer’s suspension for non-payment. If Customer has an annual commitment to Uppler for the Services, Uppler will continue to charge Customer monthly Fees during Customer’s suspension for non-payment and Customer must pay all outstanding Fees in order to resume its use of the Services.

c.

Termination After Suspension.

If Customer remains suspended for non-payment for more than sixty days, Uppler may terminate Customer for breach pursuant to Section 11.

3.5 Taxes.

Customer is responsible for any Taxes, and Customer will pay Uppler for the Services without any reduction for Taxes. If Uppler is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Uppler with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Uppler, Customer must provide Uppler with an official tax receipt or other appropriate documentation to support such payments.

3.6 Purchase Orders.

If Customer requires a purchase order number on its invoice, Customer will inform Uppler and Uppler will include such purchase order number on invoices following receipt. If Customer does not provide a purchase order number, Customer waives any purchase order requirement and (a) Uppler will invoice Customer without a purchase order number; and (b) Customer agrees to pay invoices without a purchase order number referenced. Any terms and conditions on a purchase order do not apply to this Agreement and are null and void.

4. Technical Support Services.

4.1 By Customer.

Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer's or End Users' use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Uppler.

4.2 By Uppler.

If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Uppler in accordance with the TSS Guidelines. Uppler will provide TSS to Customer in accordance with the TSS Guidelines.

5. Suspension

5.1 Of End User Accounts by Uppler.

If Uppler becomes aware of an End User's violation of the Agreement, then Uppler may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Uppler's request to Suspend an End User Account, then Uppler may do so. The duration of any Suspension by Uppler will be until the applicable End User has cured the breach which caused the Suspension.

5.2 Emergency Security Issues.

Notwithstanding the foregoing, if there is an Emergency Security Issue, then Uppler may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Uppler Suspends an End User Account for any reason without prior notice to Customer, at Customer's request, Uppler will provide Customer the reason for the Suspension as soon as is reasonably possible.

6. Confidential Information.

6.1 Obligations.

Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.

6.2 Exceptions.

Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

6.3 Required Disclosure.

Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

7. Intellectual Property Rights; Brand Features.

7.1 Intellectual Property Rights.

Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Uppler owns all Intellectual Property Rights in the Services.

7.2 Display of Brand Features.

Uppler may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. Uppler may also display Uppler Brand Features on the Service Pages to indicate that the Services are provided by Uppler. Neither party may display or use the other party’s Brand Features beyond what is allowed in this Agreement without the other party’s prior written consent.

7.3 Brand Features Limitation.

Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.

8. Publicity.

Customer agrees that Uppler may include Customer's name or Brand Features in a list of Uppler customers, online or in promotional materials. Customer also agrees that Uppler may verbally reference Customer as a customer of the Uppler products or services that are the subject of this Agreement. This section is subject to Section 7.3 (Brand Features Limitation).

9. Representations, Warranties and Disclaimers.

9.1 Representations and Warranties.

Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable (including applicable security breach notification law). Uppler warrants that it will provide the Services in accordance with the applicable SLA.

9.2 Disclaimers.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. Uppler MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICES CALLS, OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.

10. Term

10.1 Agreement Term.

This Agreement will remain in effect for the Term.

10.2 Services Term and Purchases During Services Term.

Uppler will provide the Services to Customer during the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of that Services Term.

10.3 Renewal.

a.

With a Monthly Plan.

With a flexible plan Customer is not committed to purchase the Services for a pre-defined term, but pays for the Services on a monthly basis, in the begining of each term. Uppler will simply continuing billing Customer Fees based upon Customer’s usage of the Services during the last day of the preceding month. Customer can cancel their service at least 10 days before the begining of the next terms by written notice sent to the adress contact@uppler.com. If Customer notifies Uppler of its intention to cancel the service less than 10 days before the end of the term, fees of the next term are due. If Customer fails to adress the written notice to the adress contact@uppler, fees of the next term are due.

b.

With an Annual Plan.

At the end of each Services Term, the Services (and all End User Accounts previously purchased) will automatically renew for an additional annual Services Term. Customer can cancel their service at least 30 days before the begining of the next annual period. If Customer notifies Uppler of its intention to cancel the service less than 30 days before the end of the current annual period, fees of the next annual period are due. If Customer fails to adress the written notice to the adress contact@uppler, fees of the next term are due.

c.

Generally.

Customer may alter the number of End User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to Uppler via the Uppler account. Customer will continue to pay Uppler the then-current Fees for each renewed End User Account unless Customer and Uppler mutually agree otherwise. If Uppler does not want the Services to renew, then it will provide Customer written notice to this effect at least 30 days prior to the end of the then current Services Term. This notice of non renewal will be effective upon the conclusion of the then current Services Term.

10.4 Requesting End User Accounts.

Customer may request End User Accounts by: (i) notifying its designated Uppler Account Manager; or (ii) ordering End User Accounts via the Uppler account.

10.5 Revising Rates.

Uppler may revise its rates for the following Services Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Services Term.

11. Termination.

11.1 Termination for Breach.

Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

11.2 Effects of Termination.

If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) Uppler will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Uppler’s then-current rates for the applicable Services;

12. Indemnification.

12.1 By Customer.

Customer will indemnify, defend, and hold harmless Uppler from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim: (i) regarding Customer Data or Customer Domain Names; (ii) that Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Customer's use of the Services in violation of the Acceptable Use Policy.

12.2 By Uppler.

Uppler will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that Uppler's technology used to provide the Services or any Uppler Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Uppler have any obligations or liability under this Section arising from: (i) use of any Services or Uppler Brand Features in a modified form or in combination with materials not furnished by Uppler, and (ii) any content, information or data provided by Customer, End Users or other third parties.

12.3 Possible Infringement.

a.

Repair, Replace, or Modify.

If Uppler reasonably believes the Services infringe a third party's Intellectual Property Rights, then Uppler will: (a) obtain the right for Customer, at Uppler's expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.

b.

Suspension or Termination.

If Uppler does not believe the foregoing options are commercially reasonable, then Uppler may suspend or terminate Customer's use of the impacted Services. If Uppler terminates the impacted Services, then Uppler will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.

12.4 General.

The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

13. Limitation of Liability.

13.1 Limitation on Indirect Liability.

NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

13.2 Limitation on Amount of Liability.

NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO Uppler HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13.3 Exceptions to Limitations.

These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.

14. Miscellaneous.

14.1 Notices.

Unless specified otherwise herein, all notices must be in writing and addressed to the attention of the email adress contact@uppler.com

14.2 Assignment.

Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.

14.3 Change of Control.

Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).

14.4 Force Majeure.

Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.

14.5 No Waiver.

Failure to enforce any provision of this Agreement will not constitute a waiver.

14.6 Severability.

If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

14.7 No Agency.

The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

14.8 No Third-Party Beneficiaries.

There are no third-party beneficiaries to this Agreement.

14.9 Equitable Relief.

Nothing in this Agreement will limit either party's ability to seek equitable relief.

14.10 Governing Law.

This Agreement is governed by Israeli law. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN TEL-AVIV, ISRAEL.

14.11 Amendments.

Any amendment must be in writing and expressly state that it is amending this Agreement.

14.12 Survival.

The following sections will survive expiration or termination of this Agreement: Section 3, 6, 7.1, 11.2, 12, 13, 14, and 15.

14.13 Entire Agreement.

This Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.

14.14 Interpretation of Conflicting Terms.

If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Page, the Agreement, and the terms located at any URL. If Customer signs a physical agreement with Uppler to receive the Services, the physical agreement will override this online Agreement.

14.15 Counterparts.

The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

15. Definitions.

Acceptable Use Policy

means the acceptable use policy for the Services available in the Terms of use or such other URL as Uppler may provide.

Account Manager

means the Uppler business person working with Customer regarding Customer's purchase of the Services.

Admin Account(s)

means the administrative account(s) provided to Customer by Uppler for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Uppler will provide to Customer.

Uppler account

means the online tool provided by Uppler to Customer for use in reporting and certain other administration functions.

Administrators

mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.

Ads

means online advertisements displayed by Uppler to End Users.

Affiliate

means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Brand Features

means the trade names, trademarks, product photographs, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

Confidential Information

means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer's Confidential Information.

Customer Data

means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.

Customer Domain Names

mean the domain names owned or controlled by Customer, which will be used in connection with the Services and specified in the Order Page.

Emergency Security Issue

means either: (a) Customer's use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other customer's use of the Services; or (iii) the Uppler network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

End Users

means the individuals Customer permits to use the Services.

End User Account

means a Uppler-hosted account established by Customer through the Services for an End User.

Export Control Laws

means all applicable export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.

Fees

means the amounts invoiced to Customer by Uppler for the Services as described in an Order Page.

Help Center

means the Uppler help center

High Risk Activities

means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

HIPAA

means the Health Insurance Portability and Accountability Act of 1996, as may be amended from time to time, and any regulations issued thereunder.

Initial Services Term

means the term for the applicable Services beginning on the Service Commencement Date and continuing for the duration set forth on the Order Page.

Intellectual Property Rights

means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

Non-Uppler Products

means Uppler products which are not part of the Services, but which may be accessed by End Users using their End User Account login and password.

Non-Uppler Product Terms

means the terms of products which are not part of the Services

Notification Email Address

means the email address designated by Customer to receive email notifications from Uppler. Customer may change this email address through the Uppler account.

Order Page

means the online order page Customer completes in signing up for the Services or attached to this Agreement, and which contains: (i) the Services being ordered; (ii) Fees; (iii) number of, and Initial Services Term for, End User Accounts; (iv) the applicable form of payment; and (v) Customer Domain Names.

Service Commencement Date

is the date upon which Uppler makes the Services available to Customer, and will be within one week of Uppler's receipt of the completed Order Page, unless otherwise agreed by the parties.

Service Pages

mean the web pages displaying the Services to End Users.

Services

means the applicable Uppler Core Services (e.g. Uppler Premier Edition or Upplerand Uppler Vault) provided by Uppler and used by Customer under this Agreement.

Services Term

means the Initial Services Term and all renewal terms for the applicable Services.

SLA

means the Service Level Agreement

Suspend

means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

Taxes

means any duties, customs fees, or taxes (other than Uppler's income tax) associated with the sale of the Services, including any related penalties or interest.

Term

means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of (i) the end of the last Services Term or (ii) the Agreement is terminated as set forth herein.

Third Party Request

means a request from a third party for records relating to an End User's use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

TSS

means the technical support services provided by Uppler to the Administrators during the Term pursuant to the TSS Guidelines.

TSS Guidelines

means Uppler's technical support services guidelines then in effect for the Services.

URL Terms

means the Terms of use, the SLA, and the TSS Guidelines.