Master Subscription Agreement

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This master subscription agreement (“MSA”) and the order form referencing this MSA (an “Order Form” and together with the MSA, the “Agreement”), set forth the terms between Lusha Systems Inc. and/or Lusha Systems Ltd., as applicable (“Lusha”), and the entity set forth in the Order Form (“Customer”). Subject to the terms of this Agreement, Lusha agrees to license access to its proprietary online Platform and the Data (each as defined below) to the Customer. Subject to the terms of the Agreement, the Platform enables the Customer to utilize Lusha’s Features(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”, and such business intelligence and insights and information referred to collectively as the “Data”), compiled from multiple sources and retained in Lusha’s B2B database, accessible on a ‘Platform as a Service’ basis, including (where applicable) through the use of an API, integrated application, mobile application, browser extension, downloadable software or Lusha’s website www.lusha.com and any feature, functionality, data, and content therein (the “Platform“).

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 (the “Purpose”). Therefore, Lusha and Customer (referred to herein individually as a “Party” or together as the “Parties”) agree as follows:

1. Platform as a Service.

1. 1. 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 to whom Seats will be granted, 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 (iii) act within the scope of their relationship with the Customer and strictly in accordance with the Purpose 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 must be kept secure, and 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. In the event any End User’s Login Credentials are disclosed to any person,  Lusha shall have the right, at its discretion and in addition to any other remedies available to it pursuant to this Agreement, to (a) treat this disclosure as Customer’s subscription, as of the time of such disclosure, to an additional Seat for each such person to whom such Login Credentials were disclosed, in which case Lusha shall invoice Customer for additional Fees resulting from the number of additional Seats, and Customer shall pay the amount invoiced in accordance with the payment terms set forth in the Agreement; and/or (b) suspend, cancel or terminate the relevant Login Credentials in accordance with Lusha’s rights as set forth in the Agreement. 
      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 such termination, 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 Section ‎1.1.1 of the Agreement.
   2. As used in the Agreement, a “Seat” refers to a single, non-transferable license that grants access to the Platform for one End User. Seats are purchased by the Customer in the quantity 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 the 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.
   3. Certain features, products, or services purchased or used under this Agreement or an 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. 
   4. As used in the Agreement, “Credit” means a non-exclusive, non-sublicensable, non-transferable, worldwide, and limited right to access Lusha’s Platform, Data, or Purchased Features as determined by the type of Credits purchased in the relevant Order Form or package as specified under the Order Form. For the avoidance of doubt, Credits purchased by the Customer (as set out in the Order Form or package) and not used by the end of the applicable Term shall expire at the end of such Term and shall not roll over to any Renewal Term (as defined below). Customer must purchase an initial allotment of Credits as specified in the applicable Order Form. Any additional Credits may be purchased on an ad hoc basis for an additional fee. Once a Credit is used, the use cannot be revoked, and no replacement Credits or refunds will be provided in any event. Notwithstanding any references to “annual credits” in multi-year Order Forms, all Credits referenced in an Order Form are intended and shall be construed as the total aggregate number of Credits available for the entire period covered by the Order Form, including, where applicable, multi-year terms. 
   5. Customer may continue to use the Data after the expiration of the Term or the termination of the Agreement (provided such termination was not a termination by Lusha pursuant to Section ‎14.2, ‎14.3 or ‎15.2) subject to the restrictions outlined in Sections ‎3, ‎4, ‎5, ‎6, and ‎14 below, or as otherwise agreed in writing between the Parties.
   6. 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.
   7. 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 ‎10.5 and ‎17). 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 (twelve) hours. In the event that actual availability of the Platform falls below the Platform Availability, Customer may provide written notice to Lusha, and if availability of the Platform again falls below the Platform Availability within 3 (three) 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 through 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. Authorized Use.

1. 1. Customer is solely responsible for all data, graphics, images, files, information, text, voice content, recordings, and other content and materials that are submitted, collected, uploaded, posted, delivered, provided, or otherwise transmitted, disclosed to or shared with Lusha by or on behalf of Customer via the Platform (including any of such information stored by Customer and to which Lusha is given access) including any search query, prompt or instructions in connection with Customer’s use of the services (“Input” collectively, “Customer Data”), and Customer represents and warrants that it has all rights and authority necessary to provide Customer Data to Lusha without violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. Upon sending Customer Data to Lusha (e.g. using CSV enrich/API enrich, Salesforce recommendations) Customer shall be solely responsible for providing any required notices (including without limitation any privacy notices required by applicable local, state, federal, and international laws and regulations) and for obtaining any required consents sufficient to authorize Lusha’s performance of its obligations and exercise of its rights as set forth in this Agreement. Customer shall not transmit any medical information, financial data, or other sensitive data (as defined in Applicable Privacy Laws) to Lusha and to the extent that the Customer transmits the same, Customer shall take all action necessary to recall or otherwise remove access to such sensitive information, including, without limitation, immediately delivering to Lusha a full description of such sensitive data and identifying all reasonable steps for its immediate return and/or deletion.
   2. Customer acknowledges and agrees that any use of the Platform and Data by its End Users for the Purpose, including any instructions, commands, or actions performed within the scope of the granted license, shall be deemed authorized and permitted by Customer. Customer assumes full responsibility for all actions undertaken by its End Users in connection with the use of the Platform and Data.
   3. Prohibitions on sharing access with entities that are not affiliated with Customer:
      1. Customer shall not purport to sub-license or otherwise transfer or share its right to access and use the Platform or provide remote access to the Platform or Data to or for the benefit of any third party or any unauthorized person;
      2. Customer shall not permit the use of a Seat by more than one individual;
      3. Customer shall impose limitations on the number of domains associated with each Customer account; such limitations are in place to safeguard the security, confidentiality, and integrity of Customer data and to mitigate the risk of unauthorized access, misuse, or exploitation;
      4. Customer shall not, without prior written consent by Company, invite, permit, or otherwise enable access to the Platform to users affiliated with entities or domains unrelated to Customer.

4. Intellectual Property Rights.

1. 1. As between Lusha and Customer, (i) all intellectual property rights in the Data, Lusha’s database, the Platform, the Features, and any part thereof, and any and all derivatives, recommendations, insights and action items including as produced or trained through the AI Features (as defined below), changes, and improvements thereof lie exclusively with Lusha, except as explicitly licensed herein. In addition, Lusha owns the layout, appearance, trademarks, code, and other intellectual property comprising the services; (ii) the Customer owns all rights, title, and interest in and to the Customer Data. The Customer Data may vary depending on the products or features used as well as Customer’s particular use of such products or features. 
   2. 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 ‎15 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, for use in accordance with the terms of this Agreement. Further, Lusha hereby grants Customer a non-exclusive licence to the information generated and made available to Customer by the Platform’s AI technologies and related Platform Features based on the Input (the “Output”), subject to Customer’s ownership of the relevant Input, including, without limitation, the relevant Customer Data.
   3. The Customer hereby grants Lusha a fully paid up, worldwide limited license to use the Customer Data, including the Inputs and Related Information, to the extent applicable, for the purpose of providing its services detailed in the Order Form, including the AI Features, and to improve, develop and support the Platform, Data, Features and other services. 
   4. If Customer provides Lusha with suggestions or feedback, which may concern, but are not limited to, the Data, Lusha’s database, the Platform, the Features or the services 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. 
   5. Lusha’s Platform or Data 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.
   6. 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.

5. 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 (such as for business-to-consumer (B2C) activities, including but not limited to marketing, advertising, and the direct solicitation of individuals); 
      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. 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; 
      7. violate third parties’ rights to privacy and other rights; 
      8. use the Platform in any way, or use the Data for any purpose, that can be deemed to be stalking, offensive, abusive, defamatory, fraudulent, deceptive, threatening, advocating harassment or intimidation; 
      9. disparage or misrepresent the capabilities or reputation of Lusha; 
      10. use the Data or Platform to impersonate a Business Contact, to de-anonymize Personal Data, obtain unfair advantage or otherwise engage in any other dishonest or illegal conduct; or 
      11. disclose the source of Data provided by Lusha unless obligated to do so 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. Laws governing the monitoring or recording of conversations, including, without limitation, US TCPA, the Telemarketing Sales Rules or any similar laws. In any conversations where Customer initiates call recording through the Platform, it is Customer’s sole responsibility to inform the other party(ies) to such conversations that the call is recorded, as required under applicable laws. By using the recording feature, Customer authorizes Lusha to store the recordings for the purpose of delivering services;
      5. 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 
      6. 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”),
      7. 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. In the case of any violation of the obligations in this Section 5 by Customer, Lusha may immediately suspend Customer’s access to the Platform, in accordance with Section 14‎ 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.

6. 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. With regard to any use of the Customer Data, Lusha agrees to comply with Applicable Privacy Laws to which it is subject.
   3. 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 its possession without undue delay, unless the Customer has another valid legal basis under applicable law to process such data, such determination being made by the Customer at its sole risk. 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. 
   4. Lusha offers certain features, including artificial intelligence (“AI”), machine learning, or similar functionality within the Platform, which the Customer can choose whether to activate and purchase or not, including features designed to analyze what certain companies (of the same size and industry as the Customer) are searching for in Lusha’s Platform and recommending how to get better enrichment results based on such searches; voice to text features, including transcripts; insights derived from such transcripts; summarizing tools; marketing intelligence, and others, all as detailed in the Supplementary Terms (collectively, the “AI Features”). The AI Features may include technology developed by Lusha or a third-party provider and may be subject to such third-party providers’ terms in addition to the terms set forth herein. 
   5. The Output insights generated and returned by the AI Feature are based on the Input provided by Customer and based on the queries drafted and used by the Customer. Customer is responsible for (i) the lawfulness of all Inputs; and (ii) all decisions, actions, or inactions arising from its use of the AI Features. Customer acknowledges and agrees that such Output may be inaccurate, inappropriate, or biased. Customer is responsible for implementing reasonable practices, including human oversight, to guard against Outputs being used in an unsuitable or unlawful way or in violation of the rights of others, and it is Customer’s responsibility to validate such data. 
   6. 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 the foregoing, AI Features may be trained in Lusha’s local and offline environment for product and research development purposes, mainly with regard to Customers’ metadata. Lusha may also analyse Customer Data, including the Input and Output, to provide, develop, and improve the services, including through the use of techniques such as machine learning, provided that (i) no Customer Data, including, but not limited to, Personal Data, shall be shared with any other customer, (ii) any such use by Lusha shall comply with Applicable Privacy Laws and shall be conducted in a manner that does not identify Customer or any of its End Users.
   7. Customer acknowledges that, through the use of the Platform, Customer may transmit information to Lusha for the purpose of receiving the services (“Related Information”) which may be used by Lusha for purposes including, but not limited to: matching, cleansing, or updating records with information from Lusha’s database; providing customer and technical support; ensuring regulatory and third-party compliance; protecting and enforcing Lusha’s rights; monitoring compliance with and investigating potential breaches of the terms of this Agreement; and recommending additional products or services to Customer. Lusha may use data collected from Platform features, including audio and video recordings, transcripts, and CRM-related interactions, for the purpose of training and improving its internal algorithms, subject to its Privacy Policy. Notwithstanding anything in this Agreement to the contrary, Customer agrees that any information so transmitted or accessed may be used by Lusha to test, develop, improve, or 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. Customer grants Lusha an irrevocable, perpetual, worldwide, transferable, sublicensable, and royalty-free license to the Related Information. To the extent that any such information is subject to Applicable Privacy Laws (which may include the UK/EU GDPR), the Parties agree that each of them shall act as an independent Data Controller (pursuant to Applicable Privacy Laws), in relation to such information. Customer may modify these permissions via functionality within the Lusha Platform.  

7. 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 would 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) the 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, and/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; 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 only to the minimum extent required.
   5. For the avoidance of doubt, Lusha will not sell Customer Data.
   6. Customer will not sell Lusha’s data; 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 or any other Data, permitting a third party to access any Business Contact records or any other Data through use of Login Credentials to the Platform issued to any End User or the use of the Business Contacts or other Data 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 damages caused by a Covered Breach, if Customer, negligently or intentionally, commits a Covered Breach involving the disclosure of Business Contact records, 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 considered direct damages to which Lusha is entitled arising from such Covered Breach, and are cumulative with any other damages that may be caused by such Covered Breach. 

8. 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 all of its obligations under the Agreement;
      5. the execution, delivery or performance of the Agreement does not: (i) violate any applicable existing law or regulation to which it is subject; (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, or with the intention of reselling, 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 provided 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.

9. 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 (a “Claim”). The foregoing indemnification obligations do not apply if (i) the Claim does not state with specificity that the Features and/or Platform are the basis of the claim against Customer; (ii) the Claim arises from the use or combination of the Data or Platform or any part thereof with software, hardware, data, or processes not provided by Lusha if the Platform or use thereof would not infringe without such combination; or (iii) the Claim arises from Customer’s breach of this Agreement. For any Claim defended and indemnified by Lusha pursuant to this Section ‎9.1, Lusha shall provide any of the following remedies, at its discretion: (a) Lusha shall modify the Platform so that the modified version no longer infringes the relevant third-party intellectual property (as applicable) or otherwise resolves the Claim; (b) Lusha shall resolve or settle the Claim with the relevant third-party, provided that such resolution or settlement shall not require any payment or other consideration or undertaking from Customer without Customer’s express written consent; or (c) if Lusha determines that it is not able to provide the remedies set forth in (a) and (b) above, Lusha may terminate the Agreement and provide to Customer a prorated refund of any pre-paid fees for any remaining portion of the Term following the data upon which Customer’s use of the Platform was interrupted or prevented in connection with the Claim. The foregoing indemnity is subject to the terms of Section ‎9.3, and is Lusha’s sole obligation, and Customer’s sole remedy, in the event of a Claim.
   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: (a) Customer’s access or use of the Data in violation of any law; (b) any data provided by Customer to Lusha; (c) the undue or unauthorized interference by Customer or any of its Representatives with the Platform, Data, or Lusha’s database in any respect; (d) the use of any Data or access to the Platform by any third party through the use of the Login Credentials assigned to any of Customer’s End Users; and/or (e) any act or omission of Customer and/or its Representative in violation of the Agreement. 
   3. In order to claim indemnification under this MSA, the indemnified party shall provide the indemnifying party with: (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 indemnifies and holds Lusha, its Representatives and contractors harmless against all loss, damages, claims, liability, and costs as a result of and without limitation any breach of Sections ‎3 to ‎7.

10. Disclaimer of Warranties.

1. 1. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, AND THEN ONLY TO THE EXTENT SO SPECIFIED, LUSHA PROVIDES ACCESS TO THE PLATFORM, SERVICES, OUTPUT AND DATA TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, LUSHA DOES NOT WARRANT THAT THE PLATFORM, DATA, OUTPUT, OR ANY OF THE SERVICES RELATED THEREO (i) WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. LUSHA OPERATES AS AN INTERACTIVE SERVICE, AND AS SUCH MOST OF THE INFORMATION IT PROVIDES IS NOT CREATED DIRECTLY BY LUSHA BUT IS RETRIEVED FROM THE INTERNET OR THE CONTRIBUTION OF RELEVANT DATA FROM OTHER USERS AND BUSINESS PARTNERS; ACCORDINGLY, EXCEPT AS EXPRESSLY SPECIFIED IN SECTIONS 8 AND 9 AND ONLY TO THE EXTENT SO SPECIFIED THEREIN, LUSHA SHALL NOT HAVE ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY DATA PROVIDED THROUGH USE OF THE PLATFORM AND CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR CUSTOMER’S USE OF THE PLATFORM, AND DATA.  NEITHER PARTY WILL HAVE THE RIGHT TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.
   2. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR ITS USE OF THE PLATFORM, DATA, OUTPUT AND SERVICES, INCLUDING ITS COMPLIANCE WITH ANY APPLICABLE LAWS, RULES, REGULATIONS AND INDUSTRY STANDARDS RELATED TO ITS USE THEREOF. THE AI FEATURES ARE PROVIDED ON AN “AS IS” AND AS “AVAILABLE” BASIS. LUSHA AND THE THIRD-PARTY PROVIDER MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AI FEATURES, OR THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, ACCURACY OF THE RESULTS, OUTPUT, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURES. CUSTOMER’S PROCESSING OF ANY DATA OBTAINED USING THE PLATFORM IS 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 MAKES NO WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY, ACCURACY, OR SUITABILITY OF ANY RECOMMENDATIONS, SIGNALS, INSIGHTS, OUTPUTS, OR OTHER DERIVATIVE WORKS GENERATED BY THE PLATFORM OR ANY AI FEATURES, INCLUDING ANY SUMMARIES, TRANSCRIPTS, ACTION ITEMS, OR ANALYTICS DERIVED FROM CUSTOMER OR THIRD-PARTY DATA. CUSTOMER UNDERSTANDS AND AGREES THAT SUCH OUTPUT MAY BE INCOMPLETE, INACCURATE, OR MISLEADING, AND CUSTOMER BEARS SOLE RESPONSIBILITY FOR REVIEWING, USING, VALIDATING AND RELYING UPON SUCH OUTPUT.
   4. CUSTOMER ACKNOWLEDGES THAT CERTAIN FEATURES MAY REQUIRE CONSENT FROM INDIVIDUAL END USERS OR BE SUBJECT TO SPECIFIC REQUIREMENTS PURSUANT TO THE LAWS TO WHICH CUSTOMER OR ITS INDIVIDUAL END USERS ARE SUBJECT, OR THAT SUCH FEATURES MAY BE ENABLED OR DISABLED BY ADMINISTRATORS AT CUSTOMER’S DIRECTION. CUSTOMER BEARS SOLE RESPONSIBILITY FOR CONFIGURING THE PLATFORM IN ACCORDANCE WITH APPLICABLE CONSENT REQUIREMENTS, AND ANY OTHER LEGAL REQUIREMENTS AND FOR PROVIDING ANY LEGALLY REQUIRED DISCLOSURES TO END USERS OR THIRD PARTIES. WITH RESPECT TO ANY FEATURES THAT RECORD AUDIO, VIDEO, OR ACCESS CALENDAR OR EMAIL CONTENT, CUSTOMER ACKNOWLEDGES THAT CUSTOMER REMAINS SOLELY RESPONSIBLE FOR INFORMING ATTENDEES AND END USERS AND OBTAINING ANY REQUIRED CONSENTS, EVEN THOUGH LUSHA MAY INCLUDE, IN SUCH FEATURE, THE DISPLAY OF A NOTICE OF RECORDING OR ACCESS AS A PART OF THE SERVICES. LUSHA DISCLAIMS ALL LIABILITY ARISING FROM CUSTOMER’S FAILURE TO COMPLY WITH THE FOREGOING.
   5. For the avoidance of doubt, Lusha will not be responsible for any actions or inactions of Customer that result in a loss of or interruption to the Platform.

11. Limitation of Liability.

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 OR SPECIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST BUSINESS, LOST OR CORRUPTED DATA, HOWEVER CAUSED OR ARISING, BASED ON ANY THEORY OF LIABILITY, 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 ANY ORDER FORM IS TERMINATION OF THE APPLICABLE ORDER FORM, BY WRITTEN NOTICE TO LUSHA, AND A PRORATED REFUND (WHERE APPLICABLE), IN ACCORDANCE WITH SECTION ‎15.3.3 BELOW.
3. EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER SECTION 9, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF, OR RELATING TO ANY ORDER FORM OR, AS APPLICABLE THIS MSA, SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO LUSHA UNDER THE RELEVANT ORDER FORM OR, AS APPLICABLE, THIS MSA, DURING THE TWELVE (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.

12. 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 installment payment arrangement does not limit or otherwise affect the Customer’s commitment for the Term specified in the applicable Order Form. In the event of any early termination of an Order Form (other than termination by Customer resulting from an uncured material breach by Lusha), 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 payment 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, related to 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 assessed against Lusha directly by a relevant tax authority based on the net income of Lusha. 
   6. Unless otherwise 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 ‎14 below.
   8. For the avoidance of doubt, any discounts or bonuses incorporated into the Fees are only applicable to the Initial Term. 

13. Data Cleansing.

Customer acknowledges that through the use of the Platform, certain features may involve the transmission of 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, clean and append requests by researching and/or verifying Business Contact information so submitted and supplementing Lusha’s 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 Lusha’s services, Data and Platform for example, by eliminating invalid email addresses from the Data.

14. Suspension and Limitation Processes.

1. 1. If Lusha determines, in its reasonable discretion, that Customer (a) has committed any act or omission which is or could be prejudicial to its interests or subject Lusha to liability; (b) used the Platform in a manner that poses a security risk to, or may adversely affect, the Platform; or (c) used the Platform or Data to engage in bribery, fraud, or other corrupt or illegal act, Lusha has the right, without prejudice to any other rights that it has in law, to either of the following remedies:
      1. Lusha may unilaterally suspend or discontinue the provision of the Platform to Customer (“Suspension”) for 14 (fourteen) days or such other reasonable time as reasonably necessary in order to resolve the issue (“Suspension Period”), provided that:
         1. If Customer remedies the cause of the Suspension during the Suspension Period, Lusha shall immediately, or as soon as practicably possible thereafter, lift the Suspension; and
         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
      2. Lusha may immediately terminate this Agreement, and recover from Customer damages resulting from such acts or improper uses of the Platform or Data, subject to the limitations set forth in Section 11.
   2. 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 advance 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, with due consideration given to whether the justification provided by Customer is in good faith and whether the Customer’s use-case 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.
   3. 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 ‎8, then (a) Customer shall, upon Lusha’s request, immediately provide Lusha a complete list of all third parties to which Customer disclosed the Data; and (b) Lusha retains the right to unilaterally terminate the Agreement on 7 (seven) 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 ‎8, as the case may be.

15. Term; Termination.

1. 1. Term
      This MSA commences on the signature date hereof, and is applicable to each Order Form or renewal thereof that makes reference to this MSA (as applicable). The Order Form commences on the Signature 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 (thirty) 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, and if payment of the Renewal Fees are not otherwise received by Lusha when due, Lusha may, in its sole discretion (but shall not be obligated to), retry to collect such Renewal Charge for a period of up to 2 (two) weeks, during which time, Customer’s access to the Platform may, at Lusha’s discretion, be suspended. In the event of failure to collect the Renewal Fees, Lusha may, in its sole discretion, suspend or terminate services without further notice.
   2. Termination
      Subject to Section ‎15.3, 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  14 (fourteen) days after being given written notice thereof (or if it is not reasonably possible to remedy the breach within 14 (fourteen) days, within such further period as may be reasonable in the circumstances provided that the Party in breach furnishes evidence within 7 (seven) 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. 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 remains 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 to whom 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 certification from its authorized representative 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 remaining complete months of the applicable Term, as at the date of such termination. 

         Sections 4, 5, 6, 7, 9, 11, 15, 18 19, and 20 shall survive any expiration or termination of this Agreement.

16. Insurance.

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

17. 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 (thirty) 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 Party any outstanding payments due under this Agreement. 

18. Governing Law.

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 ‎19, 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 ‎15, 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 ‎19, 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 ‎19, 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.

19. 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 attempt to amicably resolve the dispute informally before taking any formal action. If a dispute is not resolved within 15 (fifteen) 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’s 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 ‎19.1 and shall be litigated in the courts of competent jurisdiction set forth in Section 18: (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

20. 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, in other marketing collateral, and on Lusha’s website until Customer’s use of the Platform is discontinued. Customer will assist Lusha with collecting End Users’ testimonials about Lusha for use in such materials, collateral and website. 
   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 the foregoing, each Party shall be entitled to assign its rights and obligations under this Agreement, in whole or in part, to any affiliated entity of such Party or to the surviving entity of such Party 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, each of the Parties shall act in good faith in the performance of their respective obligations.
   11. Each 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