Master Subscription Agreement

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In accordance with the terms and conditions set out in this master subscription agreement (“MSA”) and the order form (“Order Form”) (together, the “Agreement”), Lusha Systems Ltd. or Lusha Systems, Inc., as applicable, (“Lusha”), agrees to license access to its proprietary online platform (“Platform”) to the entity set forth in the Order Form (“Customer”). Subject to the terms of the Agreement, the Platform enables Customers to utilize Lusha’s service(s) (as set out in the relevant Order Form) to gain access to business intelligence and insights relating to businesses and business professionals (each such individual, a “Business Contact”), compiled from multiple sources (collectively, the “Data”) retained in Lusha’s B2B database, accessible on a ‘Platform as a Service’ basis, including through the use of an API, integrated application, browser extension, downloadable software or Lusha’s website (www.lusha.com (“Site”)) and any feature, functionality, data, and content therein.

Customer wishes to use and access the Platform and obtain Data for Customer’s internal business uses and operations for one or more of the following objectives: B2B sales/marketing to prospective and current customers, recruitment, business intelligence or fraud prevention purposes) (“Purpose”). Therefore, the parties agree as follows.

1. Platform as a Service.

1. 1. Subject to the terms and conditions of the Agreement, Lusha grants to Customer a non-exclusive, non-sublicensable, non-transferable, worldwide, and limited right throughout the Term (as defined in Section 14 below) solely for the Purpose to such number of End Users and limited to such number of credits (as defined below) by which Customer can receive Data through the use of the Platform, all as specified in the Order Form.
   2. End Users:
      1. As used in the Agreement, an “End User” means an individual employee of Customer who is granted a Seat on the Platform by Customer in accordance with the terms of this Agreement. Customer is solely responsible for designating End Users, managing their access rights, and ensuring their compliance with this Agreement. An End User must: (i) be at least 18 years of age; (ii) be a natural person (e.g., not a shared account or group account); and (i) act within the scope of their relationship with the Customer when using the Platform.
      2. Each End User will be provided access to the Platform via a unique username and password (“Login Credentials”). To obtain Login Credentials, Customer acknowledges that End Users must provide Lusha with certain identifying information (including names and business email addresses). Login Credentials may not be shared, reassigned, transferred, or sublicensed to any other person, except as explicitly permitted by this Agreement. Unauthorized use or sharing of Login Credentials constitutes a breach of this Agreement. If any End User’s Login Credentials are disclosed to any person who is not an End User but who would be an employee of Customer, this disclosure will constitute Customer’s subscription as of the time of such disclosure to the number of additional Seats equal to the number of persons to whom such Login Credentials were disclosed.
      3. If the employment of any End User that was in effect as of the date such person was designated as an End User terminates, such person’s authorization to access the Platform shall be revoked automatically without any further action by Lusha. In the event of a termination as described in the previous sentence, Customer shall promptly notify Lusha and take all reasonable steps to ensure that such person ceases accessing the Platform. Customer may reassign Seats in good faith, provided that all reassigned End Users meet the requirements set forth in this Agreement.
   3. As used in the Agreement, a “Seat” refers to a single, non-transferable license that grants access to the Platform for one End User at a time. Seats are purchased by the Customer as specified in the applicable Order Form and represent the maximum number of End Users authorized to access the Platform simultaneously. Each Seat: (i) is tied to a specific End User and their unique Login Credentials; (ii) cannot be shared among multiple individuals; and (iii) may be reassigned to a new End User in compliance with the terms outlined in this Agreement. If Customer exceeds the number of Seats purchased, whether by designating more End Users than the number of Seats allocated in the applicable Order Form or sharing Login Credentials, Customer will be deemed to have purchased additional Seats and shall be charged the applicable additional Fees. Additional Fees will be calculated based on the prevailing rate and prorated for the remaining duration of the then-current Term. Seats are subject to all other terms and conditions of this Agreement, including the obligations related to End Users.
   4. Certain features, products, or services purchased or used under this Agreement or applicable Order Form (the “Purchased Features“) may be subject to additional terms and conditions, as specified in the Supplementary Terms. By accepting this Agreement and utilizing such services, packages, or features, the Customer agrees to comply with the relevant Supplementary Terms and the Fair Use Policy (as applicable) outlined therein.
   5. As used in the Agreement, “credit” means a non-exclusive, non-sublicensable, non-transferable, worldwide, and limited right to access Lusha’s Platform, Data, functionality or otherwise as determined by the type of credits purchased in the relevant Order Form or Plan. For the avoidance of doubt, credits purchased by Customer (as set out in the Order Form or Plan) and not used by the end of the applicable Term shall expire at the end of such Term and not roll over to any Renewal Term (as defined below). Customer must purchase an initial allotment of credits as specified in the accompanying Order Form. Any additional credits may be purchased on an ad hoc basis for an additional fee. The content of any particular record or function (including the available data points or the accuracy of any particular data point) is provided on an as-is basis. Once a credit is used, the use cannot be revoked, and no replacement credits or refunds will be provided in any event. An “annual credit” specified in an order form for multi-year Order Forms represents the total credit amount available for the entire term of the Order Form. This credit amount is non-renewable and will not be replenished or increased on the anniversary of the plan’s start date, regardless of the Order Form’s multi-year duration. 
   6. Customer may continue to use the Data after the termination of the Agreement subject to the restrictions outlined in Sections 3, 4, 5, 6, and 14 below, or as otherwise agreed in writing between the parties.
   7. The Platform is provided subject to certain usage limits outlined in the Order Form. If Customer wishes to extend such usage limits, such extension will require a written agreement between the parties.
   8. Customer’s agreement hereto and subsequent use of the Lusha Platform is not contingent upon the delivery of any future functionality or features, or dependent on any oral or written comments made by Lusha regarding future functionality or features.

2. Available Support.

1. 1. Lusha guarantees that the Platform will be available at least 99% of the time on a weekly basis (“Platform Availability”). Platform Availability excludes planned outages for system maintenance, which are, to the extent possible, performed outside of usual business hours (GMT) or on Saturdays or Sundays (“Planned Outages”) and excludes unavailability caused by factors outside of Lusha’s reasonable control, such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised (as set out in Sections 9.5 and 16). Aside from emergencies, Planned Outages will generally be performed in a way that minimizes impact to the Platform as a whole and will be resolved within 12 hours. In the event that system availability falls below the Platform Availability, Customer may provide written notice to Lusha, and if availability again falls below the Platform Availability within 3 months of such notice, Customer may terminate the Agreement upon written notice to Lusha and shall be entitled to a prorated refund of the total prepaid fees for any complete months remaining of the applicable Term, as at the date of such termination.
   2. Customer support is available Monday to Friday 9:00 to 00:00 (GMT+3), and 15:00 to 00:00 (GMT+3) on Sundays and public holidays in Israel (excluding Planned Outages). Customer support is available via live chat through Lusha’s website or via support@lusha.com.
   3. Lusha may access, collect, and use any information from or relating to Customer and Customer’s use of the Services (“Related Information”) for customer and technical support, for regulatory and third-party compliance purposes, to protect and enforce Lusha’s rights, to monitor compliance with and investigate potential breaches of the terms of this Agreement, and to recommend additional products or services to Customer. Lusha may share this information with its partners or affiliates for the same purposes. Customer grants Lusha and Lusha affiliates the perpetual right to use Related Information and any feedback provided by Customer for purposes such as to test, develop, improve, and enhance Lusha’s products and services, and to create and own derivative works based on Related Information and feedback, so long as neither Customer, any End User nor any other individual is identifiable as the source of such information.

3. Intellectual Property Rights.

1. 1. As between Lusha and Customer, all intellectual property rights in the Data, Lusha’s database, the Platform, and any part thereof, and any and all derivatives, changes, and improvements thereof lie exclusively with Lusha, except as explicitly licensed herein. Lusha owns the layout, appearance, trademarks, and other intellectual property comprising the Services.
   2. If Customer provides Lusha with suggestions or feedback, which may concern, but are not limited to, the Data, Lusha’s database or Platform and any customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions thereto (“Customer Suggestions”), such Customer Suggestions shall be deemed the sole property of Lusha (except to the extent that such Customer Suggestions include Customer Data, which shall remain Customer’s property), and Customer hereby irrevocably transfers and assigns to Lusha all intellectual property or proprietary rights in and to such Customer Suggestions and, to the maximum extent permitted by law, waives any and all derivative rights and copyrights to Customer suggestions and hereby irrevocably waives the right to claim or bring proceedings in connection with such rights.
   3. Lusha’s profiles may reference links to other websites (the “Linked Sites”). Lusha neither endorses nor is affiliated with the Linked Sites and is not responsible for any of the content on the Linked Sites or the use thereof.
   4. Customer shall not use any trade name, trademark, service mark, brand, or logo of Lusha, or any link to a Lusha website, for any purpose other than in connection herewith, including, without limitation, in any communications using Data from Lusha, without Lusha’s prior written consent.

4. Obligations of the Parties.

1. 1. Customer shall not, and shall not permit any third party to:
      1. interfere or attempt to interfere with the Platform, infiltrate, hack, reverse engineer, decompile, or disassemble the Platform or Lusha’s database or use the Data to compile similar databases, platforms, or services;
      2. override or circumvent, or attempt to override or circumvent, any security feature, control, or use limits of the Platform;
      3. employ any measure intended to circumvent limitations to purchased credits or Seats;
      4. use the Data for any reason or in any way other than for the Purpose;
      5. publish, distribute, share, sell, lease, 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;
      6. purport to sub-license its right to access and use the Platform or provide remote access to the Platform or Platform to or for the benefit of any third party or any unauthorized person;
      7. permit the use of a Seat by more than one individual;
      8. use the Platform to determine a consumer’s eligibility for credit or insurance for personal, family, or household purposes, employment or governmental license or benefit, or any purpose covered by the Fair Credit Reporting Act or similar legislation in any other relevant jurisdiction;
      9. violate third parties’ rights to privacy and other rights;
      10. use the Platform in any way, or use the Data for any purpose, that can be deemed to be stalking, offensive, abusive, defamatory, fraudulent, or deceptive, threatening, advocating harassment or intimidation;
      11. disparage or misrepresent the capabilities or reputation of Lusha; and
      12. disclose the source of Data provided by Lusha unless obligated to by law.
   2. With regard to any use of the Data, Customer agrees to comply with all applicable data protection, security, marketing, or privacy-related laws, statutes, directives, or regulations, including but not limited to:
      1. General Data Protection Regulation 2016/679, the Privacy and Electronic Communications Directive 2002/58/EC, together with any amending or replacement legislation, any EU Member State law or regulations promulgated thereunder (“EU GDPR”);
      2. UK Data Protection Act 2018, the UK General Data Protection Regulation, and the Privacy and Electronic Communications Regulations 2003 (“UK GDPR” and, together with the EU GDPR, the “GDPR”);
      3. California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations together with any amending or replacement legislation (“CCPA”);
      4. the U.S. Federal CAN-SPAM Act of 2003 (“CAN-SPAM”) and Canada’s Anti-Spam Legislation (“CASL”) together with any amending or replacement legislation; and
      5. all other equivalent laws and regulations in any relevant jurisdiction relating to Personal Data and privacy (together with GDPR, CCPA, CAN-SPAM, and CASL, “Applicable Privacy Laws”),
      6. in each case as may be amended, consolidated, extended, re-enacted, or replaced from time to time. “Personal Data” shall have the meaning ascribed to it in EU GDPR.
   3. With regard to any use of the Customer Data, Lusha agrees to comply with Applicable Privacy Laws to which it is subject.
   4. In the case of any violation of the obligations in this Section 4 by Customer, Lusha may immediately suspend Customer’s access to the Platform, in accordance with Section 13 below. In addition to any other damages it may be entitled to under the law, should Customer or any person using the Platform through Customer’s account intentionally breach any material term of this Agreement, Lusha shall have a right to seek injunctive relief, including attorneys’ fees and court costs.
   5. If Lusha informs Customer that a data subject has made a request that their Personal Data be removed from Lusha’s Platform, Customer shall remove such data from their possession without undue delay, unless the Customer has another valid legal basis under applicable law to process such data. Customer confirms that it will at all times maintain an active End User of ‘administrator’ status (the “Admin”) whose responsibility it will be to ensure compliance with the aforementioned requirement.

5. Privacy and Artificial Intelligence.

1. 1. Each party will process Personal Data in accordance with the data processing addendum which is available at https://www.lusha.com/legal/dpa/ (the “DPA”). In the event of any conflict between the DPA and the Agreement, as relates to the subject matter of the DPA, the DPA will supersede.
   2. Lusha may make certain features available, including artificial intelligence (“AI”), machine learning, or similar functionality (“AI Features”). These features may include technology developed by Lusha or a third-party provider.
   3. Lusha acknowledges that Customer Data provided by the Customer via its account’s integrations and enrich services is confidential. Lusha is committed to safeguarding Customer Data and respecting its users’ privacy. Therefore, Lusha confirms that it will not use Customer Data to train public AI. Notwithstanding, AI Features may be trained in Lusha’s local and offline environment for product and research development purposes, mainly with regard to Customers’ metadata. For example, AI Features may analyze what certain companies (in the same size and industry as the Customer) are searching for in Lusha’s Platform and recommend to other Customers how to get better enrichment results based on such searches.

6. Confidentiality.

1. 1. Each party (each a “receiving party”) may have access to certain non-public proprietary, confidential information or data of the other party (each a “disclosing party”), regardless of how it is furnished, which a reasonable person or entity should reasonably believe is proprietary, confidential, or competitively sensitive (together, the “Confidential Information“). The fact that the parties entered into this Agreement, and the contents of this Agreement, shall be deemed Confidential Information.
   2. 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 before 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; or (iv) the receiving party can demonstrate in its records to have independently developed, without breach of Agreement or any use of or reference to the Confidential Information.
   3. The receiving party agrees:
      1. 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 provided that such Representatives are bound by written agreements to comply with confidentiality obligations as protective as those herein;
      2. inform the disclosing party immediately on becoming aware or suspecting that an unauthorized party has become aware of or gained access to the Confidential Information;
      3. not to use or reproduce, or knowingly allow anyone else to reproduce, directly or indirectly, any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under the Agreement, unless otherwise provided for in the Agreement; and
      4. 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.
   4. Notwithstanding the foregoing, if the receiving party is required by any applicable law, rule, or regulation, to disclose the disclosing party’s Confidential Information, then before such disclosure, the receiving party will give written notice (to the extent permissible by applicable law) to the disclosing party so that it may seek appropriate relief and will disclose Confidential Information to the minimum extent required.
   5. Customer acknowledges that the Data obtained using credits are for its own use only and that the disclosure to a third party of Business Contacts, permitting a third party to access any Business Contact records through use of Login Credentials to the Platform issued to any End User or the use of the Business Contacts for the benefit of or on behalf of any third party (“Covered Breach”), will cause damage to Lusha in an amount that is difficult to quantify. In order to avoid the time and expense of quantifying the direct damages caused by a Covered Breach, if Customer, negligently or intentionally, commits a Covered Breach, then Lusha shall be entitled to liquidated damages from Customer in the amount equal to $2.00 per Business Contact record that is so disclosed, used, or made available per third party recipient or beneficiary, as applicable. For the avoidance of doubt, such liquidated damages are cumulative with any other damages that may be caused by such Covered Breach.
   6. For the avoidance of doubt, Lusha will not sell any information shared with it by Customer (“Customer Data”).

7. Representations and Warranties.

1. 1. Each party represents that:
      1. this MSA and accompanying Order Forms issued pursuant to this MSA constitute legal, valid, and binding obligations, enforceable against it in accordance with the terms of this Agreement;
      2. it is validly existing and in good standing, and is qualified to do business;
      3. the signing, delivery, and performance of the Agreement by such party has been properly authorized;
      4. no claims, actions, or proceedings are pending or, to the party’s knowledge, threatened against or affecting it that may, if adversely determined, be reasonably expected to have a material adverse effect on its ability to perform its entire obligations under the Agreement;
      5. the execution, delivery or performance of the Agreement does not: (i) violate any applicable existing law or regulation; (ii) violate or cause a breach of the terms of its governing documents or any material agreement that binds the party; or (iii) require approval or filing with any governmental authority.
   2. Customer represents and warrants to Lusha that:
      1. it is not a data broker and is not entering into the Agreement in order to resell the Data to third parties;
      2. it shall not engage in any conduct that brings or is likely to bring the reputation of Lusha into disrepute;
      3. it shall ensure that all information to be provided by it to Lusha in connection with this Agreement and the performance of Customer’s obligations hereunder is and shall remain true and correct in all respects;
      4. it will not use a robot or other automated means to access the Platform or extract Data other than such tools as are explicitly contemplated and provided via the Platform (e.g., integrations allowing the export of Data into Customer’s CRM);
      5. it is not named on any U.S. or other government restricted-party list, and will not permit any End-User to access or use the Platform in a U.S.-embargoed country or region, or for any prohibited end use (e.g., nuclear, chemical, or biological weapons proliferation, or missile-development purposes); and
      6. it shall not take any action (or, as the case may be, omit to take any action) that would directly or indirectly infringe upon or misappropriate the intellectual property of Lusha or its affiliates.
   3. Lusha warrants during the Term that the Platform will materially conform to the applicable guides and help materials available to Customer or within the Platform. For breach of the foregoing, as Lusha’s sole liability and Customer’s exclusive remedy, Lusha will correct the non-conforming Service, and, if Lusha is unable to correct the Service within a commercially reasonable time following receipt of written notice of breach, then Customer will be entitled to terminate the applicable Order Form and receive a refund of any prepaid, unused fees applicable to the remaining portion of the Term measured from the effective date of termination.
   4. Lusha represents and warrants that it possesses all necessary authority and permissions to provision Customer with access to the Platform and Data.

8. Indemnification.

1. 1. Lusha will defend and indemnify Customer and its Representatives from and against all costs, liabilities, damages, losses, and expenses (including reasonable legal fees) finally awarded or settled against Customer pursuant to a third-party claim arising out of any allegation that the Platform infringes upon any intellectual property right of such third party. The foregoing indemnification obligations do not apply if (i) the allegation does not state with specificity that the Services and/or Platform are the basis of the claim against Customer; (ii) a claim against Customer arises from the use or combination of the Services/Platform or any part thereof with software, hardware, data, or processes not provided by Lusha if the Services/Platform or use thereof would not infringe without such combination; or (iii) a claim against Customer arises from Customer’s breach of this Agreement.
   2. Customer will defend and indemnify Lusha and its Representatives from and against all costs, liabilities, damages, losses, and expenses (including reasonable legal fees) finally awarded or settled against Lusha pursuant to a third-party claim arising out of:
      1. Customer’s access or use of the Data in violation of any law;
      2. any data provided by Customer to Lusha; and/or
      3. the undue or unauthorized interference by Customer or any of its Representatives with the Platform, Data, or Lusha’s database in any respect; and/or
      4. the use of any Data or access to the Platform by any third party to whom Customer has granted access (including access obtained by such third party through the use of the login credentials assigned to each End User);
      5. gross negligence, wilful misconduct, or any fraudulent act or omission of Customer and/or its Representative in carrying out or failing to carry out its obligations under the Agreement; and/or
      6. Customer’s violation of this Agreement.
   3. In order to claim indemnification under this MSA, the indemnified party shall provide the indemnifying partywith: (i) prompt written notice of the claim subject to the indemnification; (ii) the right to control and direct the investigation, defence, and settlement of such claim (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability); and (iii) reasonable cooperation in connection with any related investigation, defence, and settlement.
   4. To the fullest extent permissible by law, Customer unconditionally and unreservedly indemnifies and holds Lusha, its Representatives, affiliates, licensors, and service providers, harmless against all loss, damages, claims, liability, and costs, of any nature whatsoever, howsoever and whensoever arising, as a result of and without limitation any breach of Sections 3 to 6.

9. Disclaimer of Warranties.

1. 1. LUSHA PROVIDES ACCESS TO THE PLATFORM, AND DATA TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, other than the warranties explicitly specified herein and then only to the extent so specified, INCLUDING THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.
   2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LUSHA DOES NOT WARRANT THAT THE PLATFORM, DATA, OR ANY SERVICE RELATED THERETO(i) WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION; OR (ii) WILL MEET YOUR REQUIREMENTS; OR (iii) MAY BE USED OR RELIED UPON BY THE CUSTOMER OR ANY OTHER PARTY TO COMPLY WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY, NOR THAT ANY OF THE SERVICES WILL RENDER CUSTOMER NOT ANY OTHER PARTY COMPLIANT WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY. IF AND TO THE EXTENT THAT CUSTOMER USES ANY OF THE SERVICES WITH THE INTENTION OF OR FOR THE PURPOSE OF COMPLYING WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, CUSTOMER ACKNOWLEDGES AND AGREES THAT SUCH SERVICES ARE AND THE PLATFORM IS, IN THAT REGARD, PROVIDED “AS IS,” AND CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ITS COMPLIANCE. CUSTOMER AGREES THAT LUSHA SHALL HAVE NO LIABILITY TO CUSTOMER FOR CUSTOMER’S USE OF OR RELIANCE ON ANY SERVICES FOR SUCH PURPOSES. ANY DATA OBTAINED USING THE PLATFORM ARE OBTAINED AT CUSTOMER’S OWN RISK AND DISCRETION AND LUSHA SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO CUSTOMER’S COMPUTER OR TO CUSTOMER DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE PLATFORM OR ANY DATA OBTAINED THEREFROM.
   3. LUSHA OPERATES AS AN INTERACTIVE COMPUTER SERVICE. MOST OF THE INFORMATION IT PROVIDES IS NOT CREATED DIRECTLY BY LUSHA BUT IS RETRIEVED FROM THE WEB OR THE CONTRIBUTION OF RELEVANT DATA FROM OTHER USERS AND BUSINESS PARTNERS AND AS SUCH, LUSHA SHALL NOT HAVE ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY DATA PROVIDED THROUGH USE OF THE PLATFORM except as expressly specified in Sections 7 and 8 and only to the extent so specified. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR CUSTOMER’S USE OF THE PLATFORM, AND DATA.
   4. Although Lusha will do its best efforts to provide you with accurate data, Lusha, and its sub-processors providers shall have no legal liability or responsibility for the accuracy or completeness of any information used or disclosed on the Services, including information that pertains to an individual’s geographic location, and Customer acknowledges that such information could pertain to individuals in jurisdictions regarding which it expressed no interest.
   5. For the avoidance of doubt, Lusha will not be responsible for instances that are outside of its control, which include:
      1. any actions or inactions of Customer that result in a loss of or interruption to the Platform; and
      2. any events or outages affecting the provision of the Platform by Lusha to Customer that are outside of the control and/or responsibility of Lusha.
   6. Certain AI Features may provide output based on Customer Data input by Customer itself. Customer acknowledges and agrees that such AI Features may provide output that is inaccurate or false, and it is Customer’s responsibility to validate such data.

10. Limitation of Liability.

1. 1. EXCEPT FOR INSTANCES OF A PARTY’S OR ITS AGENT’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, MULTIPLE, INDIRECT, CONSEQUENTIAL, SPECIAL, LOST PROFITS, LOST BUSINESS, LOST OR CORRUPTED DATA DAMAGES, HOWEVER, CAUSED OR ARISING, AND ON ANY THEORY OF LIABILITY, OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   2. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY UNCURED MATERIAL BREACH BY LUSHA OF ITS OBLIGATIONS UNDER THIS MSA IS TERMINATION BY WRITTEN NOTICE TO LUSHA, AND PRORATED REFUND, IN ACCORDANCE WITH SECTION 14.3.3 BELOW.
   3. EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER SECTION 8, EACH PARTY’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 PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
   4. Neither party hereby purports to exclude or limit its liability for any damages arising from its gross negligence, wilful misconduct, or fraud, or for any matter for which it would be illegal for it to do so.

11. Fees; Tax.

1. 1. Customer shall pay Lusha the fee set forth in each Order Form (the “Fee“). If the parties agree to allow payments in installments, it is expressly understood and agreed that such payments constitute a commitment for the Term specified in the applicable Order Form. Regardless of the circumstances surrounding early termination hereof, Customer is obligated to fulfill the entire payment amount for the Term. Any outstanding balance at the time of termination must be paid in full by Customer without regard to the remaining duration of the Term.
   2. Unless stated otherwise in the Order Form, the Fee 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.
   3. Any amounts payable to Lusha by Customer that remain unpaid after the due date shall be subject to a late charge equal to the lesser of (a) 1.5% of the invoice amount and (b) the highest rate permissible under applicable law, per month from the due date until such amount is paid. Customer shall pay all collection fees, including legal expenses, concerning the collection of late payments.
   4. Except as otherwise explicitly stated in this MSA, all payments under this Agreement are non-refundable.
   5. 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.
   6. Unless otherwise prior agreed to in writing between the parties, 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.
   7. If Customer fails to pay any Fees due to Lusha by their due date (as set forth in the applicable Order Form), Lusha has the right, without prejudice to any other rights that it has in law, to implement, at its sole discretion and on notice to Customer, a Suspension or Limitation process as set forth in Section 13 below.
   8. For the avoidance of doubt, any discounts or bonuses incorporated into the Fees are only applicable to the Initial Term.

12. Data Cleansing.

Customer acknowledges that through the use of Platform or otherwise, Customer may have the opportunity to transmit Business Contact information to Lusha for purposes of matching, cleansing, or updating records with information from Lusha’s Database. In the event such information is transmitted to Lusha, Lusha will make commercially reasonable efforts consistent with its research protocols and priorities, to respond to match and clean and append requests by researching and/or verifying business contact information so submitted and supplementing the Database with information Lusha is able to verify. Lusha may also use email deliverability data (such as email “bounce” data) accessible through Customer’s use of the Platform to improve the Database by, for example, eliminating invalid email addresses from the Data.

13. Suspension and Limitation Processes.

1. 1. If Customer commits any act or omission which, in the opinion of Lusha, is or could be prejudicial to its interests or subject Lusha to liability; uses the Platform in a manner that poses a security risk to or may adversely affect the Platform; or engages in or is suspected of engaging in bribery, fraud, or otherwise corrupt or illegal actions or omissions, Lusha has the right, without prejudice to any other rights that it has in law, to implement the following Suspension process:
   2. unilaterally suspend or discontinue the provision of the Platform to Customer (“Suspension”) for 14 (fourteen) days (“Suspension Period”) or such other reasonable time as agreed between the parties;
      1. If Customer remedies the cause of the Suspension during the Suspension Period, the Suspension will immediately, or as soon as practicably possible thereafter, be lifted;
      2. If Customer fails to remedy the cause of the Suspension within the Suspension Period, Lusha reserves the right to terminate the Agreement with immediate effect; or
   3. immediately terminate this Agreement, and in either case, be entitled to claim from Customer whatever direct damages or loss it has suffered, subject to the same limitations, mutatis mutandis, recorded in Section 10.
   4. Lusha may, in its sole discretion and based on its internal compliance processes, use technological means to place reasonable use limits on Customer’s daily or monthly consumption of credits or access to the Platform as it deems appropriate (“Limitation”) to protect against any potential or suspected fraud, hacking attacks, misuse of the Data, excessive use, including excessive downloads or screen views that indicate a violation of this Agreement (such as sharing with third parties or attempting to circumvent limitations to credits (if applicable), and the like. In such an event, Lusha will provide Customer with reasonable notice of the Limitation. In response to such notification, Customer may, on written notice to Lusha with justification therefor, request that the Limitation be removed. Lusha, in its sole discretion, may then decide to remove, modify, or retain the Limitation if it determines that the justification and use-case provided by Customer is in good faith and is otherwise in accordance with this Agreement. Lusha may also make removal of the Limitation subject to receipt of written and signed representations and warranties as Lusha may deem reasonably appropriate in order to ensure the justification for the removal of the Limitation.
   5. Customer hereby acknowledges that if Lusha determines through its compliance verification processes that the Customer is in violation of any of the representations and/or warranties set forth in Section 7, Lusha retains the right to unilaterally terminate the Agreement on 7 days’ prior written notice to Customer, unless Customer provides assurances as Lusha may, in its sole discretion, reasonably accept that guarantee that Customer is not in violation of the representations and/or warranties set forth in Section 7, as the case may be.

14. Term; Termination.

1. 1. Term
      This MSA commences on the signature date hereof, and is applicable to the Order Form it accompanies, and any associated Order Form or renewal that makes reference to this MSA therein (as applicable). The Order Form commences on the Activation Date (as defined in the Order Form), or as otherwise agreed in the applicable Order Form, and shall continue in effect for the subscription period outlined therein (the “Initial Term”). In order to ensure that Customer does not experience any interruption or loss of services, at the end of each applicable Term (“Renewal Date”), the Agreement will automatically renew for the same period as the Initial Term (unless otherwise stated in the Order Form)  (“Renewal Term”), unless either party terminates the Agreement by giving the other party a minimum of 30 days written notice before the expiry of the applicable Term.  The Initial Term and any Renewal Term are collectively referred to as the “Term”.
      For the avoidance of doubt, the Fees applicable to a Renewal Term shall be calculated at the pricing structure applicable as of the Renewal Date (subject to applicable tax changes and excluding any discount or other promotional offer provided for the Initial Term) (“Renewal Fees”). Accordingly, on the Renewal Date, Lusha will automatically charge Customer the applicable Renewal Fees using the means of payment Customer used for the prior Term (“Renewal Charge”). If the Renewal Charge is unsuccessful, Lusha may, in its sole discretion (but shall not be obligated to), retry to collect such Renewal Charge for a period of up to two (2) weeks, during which time, Customer’s Lusha account might be suspended. In the event of failure to collect the Renewal Charge, Lusha may, in its sole discretion, suspend or terminate services without further notice.
   2. Termination
      Subject to Section 14.3, each party may terminate this Agreement by giving written notice to the other party if: (i) the other party materially breaches this Agreement and fails to cure the breach within 7 days after being given written notice thereof (or if it is not reasonably possible to remedy the breach within 7 days, within such further period as may be reasonable in the circumstances provided that the party in breach furnishes evidence within 7 days reasonably satisfactory to the other party that it has taken whatever steps are available to it to commence remedying the breach); or (ii) the other party is declared 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.
   3. Effects of Termination
      1. On termination of this Agreement for any reason, Customer will (i) immediately cease use of the Platform and any related services (except that the Admin may continue to access the Platform for a reasonable time following the termination of this Agreement solely for the purpose of complying with Customer’s obligations hereunder); and (ii) all payments will be accelerated and become due and payable. Notwithstanding the foregoing, as of termination. Customer is solely responsible for any communications between Customer or any End User and any Business Contact.
      2. On termination resulting from Customer’s breach of the Agreement, Customer shall: (i) immediately provide Lusha a complete list of all third parties to which Customer disclosed the Data; and (ii) irrevocably delete, and cause any third party that Customer has provided any Data to delete any and all Data, except for Data that was already known to Customer or that was already in Customer’s possession prior to obtaining it through the use of the Platform. On request, Customer will provide Lusha with a signed notice confirming that Customer complied with the provisions of this paragraph.
      3. If this MSA is terminated by Customer due to an uncured material breach by Lusha, Lusha shall refund the total prepaid fees for any complete months remaining of the applicable Term, as at the date of such termination.
      4. Sections 3, 4.1.3, 5, 6, 8, 10, 14, 18, and 19 shall survive any expiration or termination of this Agreement.

15. Insurance.

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

16. Force Majeure.

Neither party shall be liable to the other for any performance delay or failure to perform hereunder, due to any act, war, omission, epidemic, pandemic, or condition beyond the reasonable control of the affected party (“Force Majeure Event”), provided the affected party gives notice to the other and makes reasonable efforts to resume performance as soon as possible. The party not affected may terminate this Agreement on written notice if the other party remains unable to perform because of any Force Majeure Event for a period of more than 30 days. Neither a Force Majeure Event nor termination of the Agreement in connection therewith shall relieve either party from its obligation to pay the other any outstanding payments due under this Agreement.

17. Governing Law.

1. 1. If Customer’s jurisdiction of incorporation set forth on the Order Form is in the United States, the Agreement, including the arbitration agreement referred to in Section 18, will be interpreted in accordance with the laws of the State of New York, without regard to the principles of conflict or choice of laws. Subject to Section 18, Litigation Claims shall be brought exclusively before the competent courts of the State of New York in Manhattan, New York City. The parties hereby submit to the personal jurisdiction of such courts.
   2. If Customer’s jurisdiction of incorporation set forth on the Order Form is anywhere other than the United States, the Agreement, including the arbitration agreement in Section 18, will be interpreted in accordance with the laws of England and Wales without regard to the principles of conflict or choice of laws. Subject to Section 18, any dispute arising out of or in connection with the Agreement shall be brought exclusively before the competent courts of England and Wales in London. The parties hereby submit to the personal jurisdiction of such courts.

18. Arbitration Procedures and Fees.

1. 1. Both parties agree to resolve any dispute (other than Litigation Claims (as defined below)) through final and binding arbitration as detailed herein. Before filing a claim, both parties agree to try to resolve the dispute informally and undertake reasonable efforts to contact each other to resolve any claim before taking any formal action. If a dispute is not resolved within 15 days after the first notification of dispute is sent, either party may initiate an arbitration proceeding as described below. The parties hereby agree to pursue an arbitration proceeding to resolve the dispute quickly and efficiently and to reduce the costs imposed on the parties.
   2. If Customer’s jurisdiction of incorporation set forth on the Order Form is in the United States, the parties agree that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes, administered by the American Arbitration Association (“AAA”), as such rules are in effect at the time arbitration is sought. Those rules are available at www.adr.org. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator under those rules. Both parties further agree that the arbitration will be held in New York, New York, or, at Customer election, will be conducted telephonically or via other remote electronic means. The AAA rules will govern payment of all arbitration fees.
   3. If Customer’s jurisdiction of incorporation set forth on the Order Form is anywhere other than the United States, the parties agree that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.
   4. The following claims (“Litigation Claims”) shall not be subject to the arbitration agreement in Section 18.1 and shall be litigated in the courts of competent jurisdiction set forth in Section 17: (a) claims by the disclosing party for the unauthorized disclosure, or the misuse, by the receiving party of disclosing party’s Confidential Information; (b) claims by Lusha to collect Fees; and (c) claims for mandatory or prohibitory injunctive relief, except for temporary relief in aid of arbitration or to secure the payment of an arbitration award under this Agreement. The Litigation Claims are not subject to arbitration and are expressly excluded by the parties from arbitration unless otherwise agreed in writing.
   5. No party shall commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to this Agreement, or the breach thereof, other than on an individual, non-class, non-collective action basis. No party shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, in a representative or private attorney general capacity. The arbitrator shall not have the power to consolidate any arbitration under this Agreement with any other arbitration, absent agreement of all parties involved, or otherwise to deal with any matter on a non-individual, class, collective, representative, or private attorney general basis.

19. Miscellaneous

1. 1. This Agreement, together with any exhibits hereto (as amended), sets forth the entire understanding between the parties concerning 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 a conflict between the MSA and an Order Form, the Order Form shall prevail.
   2. No amendment, modification, consensual cancellation, waiver, relaxation, or suspension of any of the provisions hereof shall be binding unless reduced to writing and signed by the parties.
   3. Customer agrees that Lusha may disclose the fact that Customer is a client of Lusha. While this Agreement is in effect, Customer grants Lusha the right to reference Customer’s company name and logo in publicly available materials and on Lusha’s website until Customer’s use of the Platform is discontinued. The customer will assist Lusha with collecting Users’ testimonials about Lusha.
   4. If any provision of this Agreement is determined to be void or unenforceable by a court or arbitral body of competent jurisdiction, such section shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of Agreement shall not be affected.
   5. The failure of either party to enforce at any time the provisions of the 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.
   6. All notices given under this Agreement shall be in writing (electronic or otherwise) and shall be deemed to have been duly given: (i) when delivered to the address set forth under the party’s signature below, if delivered by messenger during normal business hours of the recipient; (ii) the third business day following posting to the address set forth under the party’s signature below, if posted by international airmail or reputable international carrier service; or (iii) when sent to the email address set forth under the party’s signature below, if sent via email, provided that no notification of failure to send, out of office message, or similar automatic reply is received by the sender, in which case the notice shall not be deemed to have been duly given under this subsection (iii) and notice shall be provided in accordance with either (i) or (ii). The Lusha contracting entity entering into this Agreement and the address to which Customer should direct notices under this Agreement, is as set out in the applicable Order Form.
   7. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding, each party shall be entitled to assign its rights and obligations under this Agreement, in whole or in part, to any affiliated entity or to the surviving entity upon a merger, acquisition or sale of all or substantially all its business, without the need to obtain the consent of the other party, provided written notice is promptly given to the other party upon such assignment and, in the case of Customer, provided that such assignee is not a data broker.
   8. The parties acknowledge that in entering into this Agreement, they do not do so on the basis of, and do not rely on, any representations, warranties or other provisions except as expressly provided in this Agreement and all conditions, warranties and other terms implied by statute or common law are hereby excluded to the fullest extent, permitted by law.
   9. Nothing contained in this Agreement is intended or is to be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
   10. During the Term, the parties shall act in good faith in the performance of their respective obligations.
   11. The Order Form and this MSA may be executed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same agreement, and may be circulated for signature through electronic communication, which signatures shall be deemed to be original signatures.

Exhibit A

A. Insurance