Master Services Agreement

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This Master Services Agreement (“MSA”) and the signed order form (“Order Form”) (together, the “Agreement”) between Lusha Systems Inc (“Lusha”) and the entity outlined in the Order Form (“Customer”) governs the access and use by the 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 (www.lusha.com (“Site”)) and any feature, functionality, data, and content therein (the “Solution”).

Customer wishes to use the Solution as a search platform for the Purpose (as defined below) to obtain Data (“Service”), which Lusha agrees to provide in consideration for the Fees (as defined in the Order Form), which shall be governed by the terms and conditions of this MSA as updated from time to time. Therefore, the parties agree as follows.

1. Software as a Service

   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 set out in Section 12 below) to use and access the Service solely for Customer’s internal business use and operations (which includes marketing to prospective and current customers or recruitment purposes) (“Purpose”) 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 Service, all as specified in the Order Form, where “End User” means an individual user who has registered to use the Service through access provided by the administrator of Customer. Any individual who uses the Service under the Agreement must be provisioned as an End User.
   2. Customer is solely responsible for granting End Users access to the Service, adding or removing access rights of End Users.
   3. Customer may continue to use the Data after the termination of the Agreement subject to the restrictions outlined in Sections 3.1, 4, 5, 6, and 12 below, or as otherwise agreed in writing between the parties.
   4. The Service is provided subject to certain usage limits outlined in the Order Form. If Customer wishes to extend such usage limits, this will be agreed upon between the parties in writing.

2. Support Services

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

3. Intellectual Property Rights

   1. All intellectual property rights in the Database, the Service, the Solution, and any part thereof and any and all derivatives, changes, and improvements thereof lie exclusively with Lusha.
   2. If Customer provides Lusha with suggestions or feedback, which may concern, but is not limited to, the Solution, Data, Database or Service and any customisations, features, improvements, modifications, corrections, enhancements, derivatives or extensions thereto (“Customer suggestions”), such Customer suggestions shall be deemed  the sole property of Lusha, 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 moral rights to the Customer suggestions and 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. Customer Obligations

   1. Customer shall not, and shall not permit any other third party to:
      1. interfere or attempt to interfere with the Solution, infiltrate, hack, reverse engineer, decompile, or disassemble the Solution or the Database or use the Data to compile similar databases or services;
      2. use the Data other than for the Purpose;
      3. 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;
      4. sub-license its right to access and use the Solution or provide remote access to the Service or Solution to or for the benefit of any third party or any unauthorized person;
      5. use the Service 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;
      6. violate third parties’ rights to privacy and other rights;
      7. use the Service in any way which can be deemed to be stalking, offensive, abusive, defamatory, fraudulent or deceptive, threatening, advocating harassment or intimidation;
      8. use the Service or 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;
      9. disparage or misrepresent the capabilities or reputation of Lusha; and
      10. 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 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 (“GDPR”) together with any amending or replacement legislation, any EU Member State or United Kingdom laws and regulations promulgated thereunder;
      2. California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations (“CCPA”) together with any amending or replacement legislation;
      3. Brazil’s General Data Protection Law (“LGPD”);
      4. Federal CAN-SPAM Act of 2003 and Canada’s Anti-Spam Legislation 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, as each may be amended, extended, or re-enacted from time to time. “Personal Data” shall have the meaning ascribed to it in GDPR.
   3. In case of any violation of the restrictions in this Section 4, Lusha may immediately suspend Customer’s access to the Service, in accordance with Section 12.4 below. In addition to any other damages it may be entitled to under law, should Customer or any person using the Service 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. By accepting the terms of this MSA, Customer agrees to comply with the provisions of the Fair Use Policy.

5. 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”).

6. Confidentiality

   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 disclosing party so that it may seek appropriate relief, and will disclose Confidential Information to the minimum extent required.
   5. For the avoidance of doubt, Lusha will not sell any information shared with it by paying Customers (“Customer Data”).

7. Warranties

   1. Each party represents and warrants that 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. Customer represents and warrants to Lusha that:
      1. it is not a data broker;
      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 Services or extract Data;
      5. it shall not take any action (or, as the case may be, omit to take any action) that would directly or indirectly infringe or misappropriate the intellectual property of Lusha; and
      6. it shall comply with all other terms and conditions applicable to the provision of the Service.

8. Indemnification

   1. Lusha will defend and indemnify Customer from and against 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 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.
   2. Customer indemnifies Lusha and its Representatives against all losses which may directly or indirectly arise out of or in connection with:
      1. any Customer Data; and/or
      2. a breach by Customer of any of its obligations under the Agreement; and/or
      3. the undue or unauthorised interference by Customer or any of its Representatives with the Solution, Service, Data or Database in any respect; and/or
      4. the negligent, willful, or fraudulent act or omission of Customer and/or its personnel in carrying out or failing to carry out its obligations under the Agreement; and/or
      5. any claim that Customer’s acts or omissions caused damage to a third party; and/or
      6. any actions or inactions made by Customer or any of its Representatives in respect of the Solution, Services, and/or the Data.
   3. To the fullest extent permissible in 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 whatsoever nature, howsoever and whensoever arising, as a result of and without limitation any breach of Sections 3 to 6.

9. Disclaimer of Warranties

   1. LUSHA PROVIDES THE SERVICE, SOLUTION, AND DATA TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, other than the warranties explicitly specified herein, INCLUDING THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY.
   2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LUSHA DOES NOT WARRANT THAT THE SERVICE, SOLUTION, DATA, OR ANY SERVICE RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.
   3. 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 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 SERVICE. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR CUSTOMER’S USE OF THE SERVICE, SOLUTION, AND DATA.
   4. 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 Service; and
      2. any events or outages affecting the provision of the Service by Lusha to Customer that are outside of the control and/or responsibility of Lusha.

10. Limitation of Liability

    1. IN NO EVENT WILL LUSHA BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, 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.
    2. EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER SECTION 8, LUSHA’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO LUSHA DURING THE 12 MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
    3. Customer does not exclude or limit its liability for any damages arising from its wilful or fraudulent conduct, or for any matter for which it would be illegal for it to do so.

11. Consideration; Tax

    1. Customer shall pay Lusha the fee outlined in each Order Form (the “Fee“).
    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 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, concerning the collection of late payments.
    4. 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.

12. Term; Termination

    1. If the Service has been provided to Customer on a trial basis, on expiration of such trial period, if Customer has not executed an Order Form, this Agreement will automatically terminate.
    2. In any other event, this Agreement commences on the signature date of the Order Form and, unless agreed otherwise in the applicable Order Form, shall continue in effect for the subscription period outlined in the Order Form (the “Initial Term”). After the Initial Term, the Agreement will automatically renew for successive subscription periods as specified in the Order Form (each, a “Renewal Term”), unless either party terminates the Agreement by giving the other party a 30 days written notice before 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”).
    3. Subject to Section 12.4, 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.
    4. If Customer fails to pay any fees due to Lusha by their due date (under Section 11); 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 Service in a manner that poses a security risk to or may adversely affect the Service; 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:
       1. unilaterally suspend or discontinue the provision of the Service 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.
       2. claim specific performance of Customer’s obligations under this Agreement; or
       3. immediately terminate this Agreement, and in all cases,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.
    5. On termination of this Agreement for any reason, Customer will (i) immediately cease use of the Service; and (ii) all payments will be accelerated and become due and payable. 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 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 Service. On request, Customer will provide Lusha with a signed notice confirming that Customer complied with the provisions of this paragraph. Sections 3, 5, 6, 8, 9, 10, 12, 14, 15 and 16 shall survive any expiration or termination of this Agreement.

13. Insurance

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

14. 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.

15. Governing Law

    1. If the Customer is incorporated in the United States, the Agreement, including the arbitration agreement referred to in Section 16, 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 the Customer is incorporated anywhere but for the United States, the Agreement, including the arbitration agreement referred to in Section 16, 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.

16. 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 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 to resolve the dispute quickly and efficiently and to reduce the costs imposed on the parties.
    2. If the Customer is incorporated in 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 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 the Customer is incorporated anywhere but for 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.

17. Miscellaneous

    1. This Agreement, together with any exhibits attached to it (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 Agreement and a Order Form, the MSA shall prevail.
    2. No amendment, consensual cancellation, waiver, relaxation or suspension of any of the provisions hereof shall be binding unless reduced to writing and signed by the parties. Any relaxation or indulgence granted by one party to the other will not prevent the first party from exercising its rights under this Agreement at a later stage.
    3. 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 Service is discontinued.
    4. 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.
    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 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.
    7. Neither party may cede its rights or assign 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 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.
    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 of this Agreement, the parties shall act in good faith in the performance of their respective obligations.
    11. The Order Form, (and if so requested, 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

Service Level Agreement

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

1. Availability.
   Lusha shall use reasonable commercial efforts to make the Service available 99% of the time, except as provided below. Availability will be calculated per calendar month, as follows: 
   Where: o total means the total number of minutes in the calendar month; o non excluded means downtime that is not excluded; and o 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, epidemic, 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 Service availability in any given month, Lusha will issue Customer a voucher against the immediate subsequent billing period’s total bill:

   Service 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 Service 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 email addressed to Support@Lusha.com 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 Service 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 Service 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 Service availability.

Exhibit B

Insurance