Master Enterprise Agreement 2020

This Master Enterprise Agreement and the Purchase Order (together, the “Agreement”) governs the use by the entity set forth in the attached Purchase Order (“Customer”) of Lusha’s proprietary online platform which assists users to validate and verify contact information and to find business profiles through access to business profiles retained in Lusha’s database (the “Data”), accessible on a Software as a Service basis, including through the use of an API, Salesforce integrated application, browser extension or Lusha’s website (the “Solution”).

WHEREAS Customer desires to receive a right to access and use the Solution; and WHEREAS Lusha agrees to provide to Customer access to use the Solution in consideration for the Fees and in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties hereby agree as follows:

Software as a Service

Subject to the terms and conditions of the Agreement, Lusha grants to Customer a non-exclusive, non-sublicensable, non-transferable and limited right throughout the applicable subscription period, to use and access the Solution solely for Customer’s internal business use and for Customer’s own operations to such number of Named Users and limited number of queries by which the Customer can receive Data through the use of the Solution, all as specified in the applicable Purchase Order. “Named User” means a single named individual user who has registered to the Solution through access provided by the administrator of Customer. Any individual who uses the Solution must be provisioned as a Named User. The Customer is solely responsible for the access to the Solution granted to Named Users and it is the Customer’s sole responsibility to add or remove access rights to Named Users.

Intellectual Property Rights & Restrictions

All intellectual property rights in the Solution and any part thereof and any and all derivatives, changes and improvements thereof lie exclusively with Lusha. Customer shall (i) not attempt to infiltrate, hack,reverse engineer, decompile, or disassemble the Solution, or derive or attempt to create or derive, by reverse engineering or otherwise, the source code, nor shall it permit any third party to do so; (ii) not resell,lease, sublicense or distribute the Solution to any third party; (iii) not represent that it possess any proprietary interest in the Solution; (iv) not directly or indirectly, take any action to contest Lusha’s intellectual property rights or infringe them in any way (v) not sub-license its right to access and use the Solution or provide remote access to the Solution to or for the benefit any third party; and (vi) not permit any unauthorized person to access or use the Solution.

Restrictions on Use

Customer shall not and shall not permit any other third party to: (i) share, sell, transfer or otherwise make the Data available to any third person or entity and will use its best efforts to prevent the misuse or unauthorized use of the Data by any third person or entity; (ii) use the Data to compile similar databases or services; (iii) use the Solution to determine a consumer’s eligibility for credit or insurance for personal, family or household purposes, employment or governmental license or benefit; (iv) use the Data for any purpose covered by the Fair Credit Reporting Act; (v) violate third parties’ rights to privacy and other rights or collect data about third parties without their consent; (vi) use the Solution in any way which can be deemed to be stalking, offensive, abusive, defamatory, fraudulent or deceptive, threatening, advocating harassment or intimidation; (vii) use the Solution in violation of any applicable law or in any way which promotes illegal activities, including, without limitation, privacy and data protection and SPAM laws. In case of any suspected breach of the restrictions in this Section 3 Lusha may immediately suspend Customer’s access to the Solution. Customer shall indemnify Lusha for any breach of Customer’s obligations under this Section 3.

Support Services

Lusha shall provide to Customer support services in accordance with the Service Level Agreement attached as Exhibit A.

Privacy

If Customer provides Lusha with any Personal Data, it will be treated in accordance with the Lusha Privacy Policy. To the extent that such sharing of Personal Data is subject to the provisions of the General Data Protection Regulation (GDPR), such sharing will be governed in accordance with the Data Processing Addendum which can be accessed through this link. For the purposes of this Section “Personal Data” means any individually identifiable information relating to an identified or identifiable natural person.

Confidentiality

Each party may have access to certain non-public proprietary, confidential information or data of the other party, regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (together, the “Confidential Information“). Confidential Information shall exclude any information that (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement or any use of or reference to the Confidential Information. The receiving party agrees: (a) not to disclose the disclosing party’s Confidential Information to any third parties other than to its, directors, officers, employees, advisors or consultants (collectively, the “Representatives“) on a strict “need to know” basis only and provided that such Representatives are bound by written agreements to comply with the confidentiality obligations as protective as those contained herein; (b) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (c) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if receiving party is required by legal process or any applicable law, rule or regulation, to disclose any of disclosing party’s Confidential Information,then prior to such disclosure, receiving party will give prompt written notice to disclosing party so that it may seek a protective order or other appropriate relief.

Warranties

Each party represents and warrants that (i) this Agreement and accompanying Purchase Orders issued pursuant to the Agreement, constitute a legal, valid and binding obligation of them,enforceable against them in accordance with the terms of this Agreement, and (ii) its execution and delivery of the Agreement and its performance hereunder will not violate any applicable law, rule or regulation.

Indemnification

Lusha will defend and indemnify Customer from and against any and all costs, liabilities, damages, losses and expenses (including, without limitation, reasonable legal fees) finally awarded or settled against Customer pursuant to a third party claim arising out of an allegation that the Solution infringes any intellectual property right of such third party. Customer shall provide Lusha with: (i) prompt written notice of the claim subject to the indemnification; (ii) the right to control and direct the investigation, defense and settlement of such claim; and (iii) reasonable cooperation in connection with such investigation, defense and settlement.

Disclaimer of Warranties

LUSHA PROVIDES THE USAGE OF THE SOLUTION AND THE DATA TO CUSTOMER, ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LUSHA DOES NOT WARRANT THAT THE SOLUTION, THE DATA OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. LUSHA OPERATES AS A SEARCH PLATFORM, AND THEREFORE MOST OF THE INFORMATION IT PROVIDES IS NOT CREATED DIRECTLY BY LUSHA, BUT IS RETRIEVED FROM THE WEB OR FROM THE CONTRIBUTION OF RELEVANT DATA FROM OTHER USERS AND BUSINESS PARTNERS AND AS SUCH LUSHA CANNOT GUARANTEE THE ACCURACY OF ANY DATA PROVIDED THROUGH USE OF THE SOLUTION.

Limitation of Liability

IN NO EVENT WILL LUSHA BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT LUSHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER SECTION 8 OR FOR WILLFUL MISCONDUCT, LUSHA’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO LUSHA DURING THE 12 MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

Consideration; Tax

Customer shall pay Lusha the fee set forth in each Purchase Order (the “Fee“). Unless stated otherwise in the Purchase Order the Fees shall be due and payable in advance and shall be paid by wire transfer or credit card in accordance with the instructions of Lusha against a valid tax invoice. Lusha may suspend or discontinue Customer’s access to the Solution in the case of failure to pay the Fees on the date due. Any amounts payable to Company by Customer that remain unpaid after the due date shall be subject to a late charge equal to 1.5% of the invoice amount per month from the due date until such amount is paid. Customer shall pay all collection fees,including legal expenses, with respect to the collection of late payments. All payments under this Agreement are non-refundable. All amounts payable to Lusha are exclusive of all taxes, levies or similar governmental charges, however designated, except for taxes based on the net income of Lusha. If under applicable law taxes are required to be withheld, Customer shall pay Lusha an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement.

Term; Termination

This Agreement commences on the date of the Purchase Order and unless agreed otherwise in the applicable Purchase Order shall continue in effect for the subscription period set forth in the Purchase Order. Each party may terminate the Agreement by giving 30 days written notice prior to the expiry of the applicable subscription period. If Customer has elected to use the Solution on a trial basis, if applicable and if made available by Lusha, upon expiration of such trial period if Customer has not executed a Purchase Order this Agreement will terminate. In addition, each party may terminate this Agreement by giving written notice to the other party if: (i) the other party materially breached this Agreement and fails to cure the breach within seven days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination or expiration of this Agreement for any reason whatsoever, Customer will (i) immediately cease use of the Solution; (ii) all payments will be accelerated and become due and payable; (iii) irrevocably delete, and cause any third party that the Customer has provided any Data to, to delete, any and all Data, except for Data that was already known to Customer or in Customer’s possession, prior to obtaining it through the use of the Solution. Customer will provide Company with a notice, signed by an officer of the Customer, confirming that Customer complied with the provisions of this sub-section (iii). Sections 2, 3, 6, 8, 10, 12 and 14 shall survive any expiration or termination of this Agreement.

Insurance

Lusha agrees to obtain and maintain the insurance coverages as set forth in Exhibit B.

Miscellaneous

This Agreement, sets forth the entire understanding between the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous written agreements and discussions concerning the subject matter of this Agreement. In the case of conflict between the Agreement and Purchase Order, the Purchase Order shall prevail. Customer agrees that Lusha may disclose the fact that Customer is a client of Lusha. While this Agreement is in effect, the Customer grants Lusha the right to reference Customer’s company name and logo in marketing materials and on Lusha’s website until Customer’s use of the Solution is discontinued. The failure of either party to enforce at any time the provisions of this Agreement shall not be interpreted to be a waiver of such provisions or of the right of such party to enforce each and every such provision. This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflict of laws. Any disputes arising out of or in connection with the Agreement shall be brought exclusively before the competent courts of the State of New York. If any provision of this Agreement is determined to be void or unenforceable by a court of competent jurisdiction, such clause shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of this Agreement shall not be affected. All notices given under this Agreement shall be in writing and shall be deemed to have been duly given: when delivered, if delivered by messenger during normal business hours of the recipient; when sent, if transmitted by facsimile transmission during normal business hours of the recipient; or on the third business day following posting, if posted by international air mail. Customer may not transfer or assign its rights or obligations under this Agreement to any third party. Any purported assignment contrary to this section shall be void.

Exhibit A

Service Level Agreement

This Service Level Agreement (“SLA”) is subject to and made a part of the attached Master Enterprise Agreement (together part of the “Agreement”).

1. Availability. Lusha shall use reasonable commercial efforts to make the Solution available 99% of the time, except as provided below. Availability will be calculated per calendar month, as follows:Where:
   • total means the total number of minutes in the calendar month;
   • non excluded means downtime that is not excluded; and
   • excluded means:
     • Any planned downtime (not to exceed 36 hours in any calendar month) of which Lusha gives 24 or more hours’ notice in accordance with the Agreement or via a conspicuous on-screen message in the Solution. Lusha will use commercially reasonable efforts to schedule all planned downtime during the hours from 6:00 p.m. Friday to 3:00 a.m. Monday, U.S. Pacific Time.
     • Any unavailability caused by circumstances beyond Lusha’s reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Lusha employees), or third-party Internet service provider failures or delays (other than those Internet service providers under contract with Lusha).
2. Remedies. If Lusha fails to meet the Solution availability in any given month, Lusha will issue Customer a voucher against the immediate subsequent billing period’s total bill:
   

   Solution Availability	Voucher
   Over 98 but below 99	4% from the monthly bill
   Over 97 but below 98	8% from the monthly bill
   below 97	15% from the monthly bill

3. Reporting, Claims and Notices. Lusha will provide Customer quarterly SLA reports showing Solution availability for each calendar month during the prior calendar quarter, within 10 business days following the end of such calendar quarter. To claim a remedy under this SLA, Customer shall send Lusha a notice, via the Support Portal within 20 business days after the end of each calendar quarter. Claims may be made on a calendar-quarter basis only and must be submitted within 20 business days after the end of the applicable quarter, except where a Solution subscription ends on a date other than the last day of a calendar quarter, in which case any claim related to that subscription must be submitted within 20 business days after the subscription end-date.All claims will be verified against Lusha’s system records. Should Lusha dispute any period of unavailability alleged by Customer, Lusha will provide to Customer a record of Solution availability for the applicable period. Lusha will provide such records only in response to claims made by Customer in good faith. The vouchers are the sole remedy for any non-conformance with Solution availability.

Exhibit B

Insurance