Master Services Agreement

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This Master Services Agreement (“MSA”) and any signed Purchase Order (together, the “Agreement”) governs the access and use by the entity set forth in the attached Purchase Order (“Customer”) of Lusha’s proprietary online software which assists businesses to find business profiles through access to information regarding business professionals and companies (the “Data”) retained in Lusha’s B2B database (the “Database”), accessible on a Software as a Service basis, including through the use of an API, integrated application, browser extension, downloadable software or Lusha’s website (the “Solution”).

WHEREAS Customer desires to receive a right to access and use the Solution; and

WHEREAS Lusha agrees to provide to Customer access to use the Solution in consideration for the Fees and in accordance with the terms and conditions set forth in the Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1. Software as a Service. Subject to the terms and conditions of the Agreement, Lusha grants to Customer a non-exclusive, non-sublicensable, non-transferable and limited right throughout the applicable subscription period, to use and access the Solution solely for Customer’s internal business use and for Customer’s own operations to such number of End Users and limited to such number of credits by which the Customer can receive Data through the use of the Solution, all as specified in the applicable Purchase Order. “End User” means a single individual user who has registered to the Solution through access provided by the administrator of Customer.  Any individual who uses the Solution under the Agreement must be provisioned as an End User. The Customer is solely responsible for the access to the Solution granted to End Users and it is the Customer’s sole responsibility to add or remove access rights of End Users. Customer may continue to use the Data after the termination of the Agreement subject to the restrictions set forth in Section 4 and 11 below.

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

3. Intellectual Property Rights. All intellectual property rights in the Database, the Solution and any part thereof and any and all derivatives, changes and improvements thereof lie exclusively with Lusha.

Lusha’s profiles may reference links to other web sites (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.

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.

Customer Obligations. Customer shall not and shall not permit any other third party to: (i) attempt to interfere with the Solution, infiltrate, hack, reverse engineer, decompile, or disassemble the Solution or the Database; (ii) use the Data for other than the Customer’s internal business purposes (which is understood to include marketing to prospective and current customers or recruitment purposes); (iii) 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; (iv) sub-license its right to access and use the Solution or provide remote access to the Solution to or for the benefit of any third party or any unauthorized person; (v) use the Data to compile similar databases or services; (vi) use the Solution to determine a consumer’s eligibility for credit or insurance for personal, family or household purposes, employment or governmental license or benefit or for any purpose covered by the Fair Credit Reporting Act; (vii) violate third parties’ rights to privacy and other rights; (viii) use the Solution in any way which can be deemed to be stalking, offensive, abusive, defamatory, fraudulent or deceptive, threatening, advocating harassment or intimidation; (ix) use the Solution or the Data  in violation of any applicable law or in any way which promotes illegal activities, including, without limitation, privacy and data protection and SPAM laws; (x) disparage or misrepresent the capabilities or reputation of Lusha; and (xi) Disclose the source of Data provided by Lusha or that it has entered into an agreement with Lusha or any of the contents of this Agreement unless it is obligatory by law.  In 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: (a) General Data Protection Regulation (“GDPR”) together with any amending or replacement legislation, any EU Member State or United Kingdom laws and regulations promulgated thereunder, (b) the California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations (“CCPA”) together with any amending or replacement legislation, (c) Brazil’s General Data Protection Law (“LGPD”), (d) Federal CAN-SPAM Act of 2003 and Canada’s Anti-Spam Legislation together with any amending or replacement legislation, and (e) and all other equivalent laws and regulations in any relevant jurisdiction relating to Personal Data and privacy, as each may be amended, extended or re-enacted from time to time. In case of any violation of the restrictions in this Section ‎4Lusha may immediately suspend Customer’s access to the Solution. In addition to any other damages it may be entitled to under law, should Customer or any person using the Solution through Customer’s account knowingly breach any material term of this Agreement, Lusha shall have a right to injunctive relief, including attorneys’ fees and court costs, as required to cure the breach.

4. Privacy. 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”) (“Personal Data” shall have the meaning ascribed to it in Regulation (EU) 2016/679).

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

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

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

8. Disclaimer of Warranties. LUSHA PROVIDES THE SOLUTION AND THE DATA TO CUSTOMER, ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LUSHA DOES NOT WARRANT THAT THE SOLUTION, THE DATA OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.  LUSHA OPERATES AS A SEARCH PLATFORM. MOST OF THE INFORMATION IT PROVIDES IS NOT CREATED DIRECTLY BY LUSHA, BUT IS RETRIEVED FROM THE WEB OR FROM THE CONTRIBUTION OF RELEVANT DATA FROM OTHER USERS AND BUSINESS PARTNERS AND AS SUCH, LUSHA AND ITS CONTENT PROVIDERS SHALL NOT HAVE ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY DATA PROVIDED THROUGH USE OF THE SOLUTION. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR CUSTOMER’S USE OF THE SOLUTION AND THE DATA.

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

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

11. Term; Termination. This Agreement commences on the date of the Purchase Order and unless agreed otherwise in the applicable Purchase Order, shall continue in effect for the subscription period set forth in the Purchase Order (the “Initial Term”). After the Initial Term, the Agreement will automatically renew for successive subscription periods (each, a “Renewal Term”), unless either  party  terminates the Agreement by giving the other party a 30 days written notice prior to the expiry of the applicable Initial Term or Renewal Term(the Initial Term and any Renewal Term thereafter are collectively referred to as the “Term”). If Customer has elected to use the Solution on a trial basis, if applicable and if made available by Lusha, upon expiration of such trial period, if Customer has not executed a Purchase Order, this Agreement will terminate. In addition, each party may terminate this Agreement by giving written notice to the other party if: (i) the other party materially breaches this Agreement and fails to cure the breach within seven days after being given written notice thereof; or (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Upon termination or expiration of this Agreement for any reason whatsoever, Customer will (i) immediately cease use of the Solution; and (ii) all payments will be accelerated and become due and payable. In addition, upon termination of this Agreement by Lusha for cause due to 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 the 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 Solution. Customer will provide Lusha with a notice, signed by an officer of the Customer, confirming that Customer complied with the provisions of this paragraph. Sections ‎3, ‎4, ‎5, ‎7, ‎8, ‎9, ‎11, ‎13, ‎14 and ‎15 shall survive any expiration or termination of this Agreement.

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

13. Governing Law.

    1. If Customer’s country of incorporation is the United States, the Agreement, including the arbitration agreement referred to in Section ‎14, will be interpreted in accordance with the laws of the State of New York, without regard to the principles of conflict of laws. Any disputes arising out of or in connection with the Agreement shall be brought exclusively before the competent courts of the State of New York.

    2. If Customer’s country of incorporation is not the United States, the Agreement, including the arbitration agreement referred to in Section ‎14, will be interpreted in accordance with the laws of England without regard to the principles of conflict- or choice-of-laws. Any disputes arising out of or in connection with the Agreement shall be brought exclusively before the competent courts of England.

14. Arbitration Procedures and Fees.

    1. Both parties agree to resolve any disputes through final and binding arbitration as detailed herein.  Before filing a claim, both parties agree to try to resolve the dispute informally, and undertake to take 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, each party may initiate an arbitration proceeding as described below. The parties hereby agree to pursue an arbitration proceeding in order to resolve the dispute quickly and efficiently, and to reduce the costs imposed on the parties.

    2. If Customer’s country of incorporation is the United States, the parties agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes 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 in accordance with 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 country of incorporation is outside 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. The governing law of the contract shall be the substantive law of England.

15. Miscellaneous. This MSA sets forth the entire understanding between the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous written agreements and discussions concerning the subject matter of this Agreement. In the case of a conflict between the Agreement and a Purchase Order, the MSA shall prevail. Customer agrees that Lusha may disclose the fact that Customer is a client of Lusha. While this Agreement is in effect, the Customer grants Lusha the right to reference Customer’s company name and logo in marketing materials and on Lusha’s website until Customer’s use of the Solution is discontinued. If any provision of this Agreement is determined to be void or unenforceable by a court of competent jurisdiction, such clause shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of Agreement shall not be affected.  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. All notices given under this Agreement shall be in writing and shall be deemed to have been duly given: when delivered, if delivered by messenger during normal business hours of the recipient; when sent, on the third business day following posting, if posted by international airmail. Customer may not transfer or assign its rights or obligations under this Agreement to any third party. Any purported assignment contrary to this section shall be void. Notwithstanding, each party shall be entitled to assign its rights and obligations under this Agreement, in whole or in part, to any related entity or upon a merger, acquisition or sale of all or substantially all its business, without the need to obtain the consent of the other party.

Exhibit A

Service Level Agreement

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

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

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

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

Exhibit B

Insurance