Master Subscription Agreement

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

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

1. Platform as a Service.
   • Subject to the terms and conditions of the Agreement, Lusha grants to Customer a non-exclusive, non-sublicensable, non-transferable, worldwide, and limited right throughout the Term (as defined in Section 14 below) for 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, where “End User” means an individual user who has been authorized by the administrator of Customer to access the Platform in accordance with the Agreement
   • Any individual who accesses the Platform under the Agreement must be provisioned as an End User. As used in the Agreement, “Credit” means a non-exclusive, non-sublicensable, non-transferable, worldwide, and limited right (as set forth in Section 14 below) to access one (1) Business Contact throughout the Term.
   • Customer is solely responsible for granting End Users access to the Platform, including adding and removing access rights of End Users.
   • 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 14 below, or as otherwise agreed in writing between the parties.
   • 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.

2. Available Support.
   • 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 10.4 and 16). Aside from emergencies, Planned Outages will generally be performed in a way that minimizes impact to the Platform as a whole and will be resolved within 12 hours. In the event that system availability falls below the Platform Availability, Customer may provide written notice to Lusha, and if availability again falls below the Platform Availability within 3 months of such notice, Customer may terminate the Agreement upon written notice to Lusha, and shall be entitled to a prorated refund of the total prepaid fees for any complete months remaining of the applicable Term, as at the date of such termination.
   • Customer support is available Monday-Friday, 24 hours a day (excluding Planned Outages and public holidays), and are available via live chat through Lusha’s website or via support@lusha.com.
3. Intellectual Property Rights.
   • All intellectual property rights in the Data, Lusha’s database, the Platform and any part thereof and any and all derivatives, changes, and improvements thereof lie exclusively with Lusha, except as explicitly licensed herein.
   • If Customer provides Lusha with suggestions or feedback, which may concern, but is not limited to, the Data, Lusha’s database or Platform 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 derivative rights and copyrights to Customer suggestions and hereby irrevocably waives the right to claim or bring proceedings in connection with such rights.
   • 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.
   • 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.
   • Customer shall not, and shall not permit any third party to:
     • 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;
     • use the Data for any reason or in any way other than for the Purpose;
     • 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;
     • purport to sub-license its right to access and use the Platform or provide remote access to the Platform or Platform to or for the benefit of any third party or any unauthorized person;
     • 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;
     • violate third parties’ rights to privacy and other rights;
     • use the Platform in any way which can be deemed to be stalking, offensive, abusive, defamatory, fraudulent or deceptive, threatening, advocating harassment or intimidation;
     • disparage or misrepresent the capabilities or reputation of Lusha; and
     • disclose the source of Data provided by Lusha unless obligated to by law.
   • 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:
     • General Data Protection Regulation (“GDPR”) together with any amending or replacement legislation, any EU Member State or United Kingdom laws and regulations promulgated thereunder;
     • California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations (“CCPA”) together with any amending or replacement legislation;
     • Federal CAN-SPAM Act of 2003 and Canada’s Anti-Spam Legislation together with any amending or replacement legislation; 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. “Personal Data” shall have the meaning ascribed to it in GDPR.
   • In the case of any violation of the restrictions in this Section 4, Lusha may immediately suspend Customer’s access to the Platform, in accordance with Section 14.4 below. In addition to any other damages it may be entitled to under law, should Customer or any person using the Platform through Customer’s account knowingly breach any material term of this Agreement, Lusha shall have a right to seek injunctive relief, including attorneys’ fees and court costs.
   • If Lusha informs Customer that a data subject has made a request that their Personal Data be removed from Lusha’s Platform, Customer shall remove such data from their possession without undue delay, unless the Customer have any other legal basis to process such data. Customer confirms that it will at all times maintain an active End-User of ‘administrator’ status whose responsibility will be to ensure compliance with the aforementioned requirement.
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”). In the event of any conflict between the DPA and this MSA as relates to the subject matter of the DPA, the DPA will control.

6. Confidentiality.
   • 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.
   • 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.
   • The receiving party agrees:
     • 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;
     • 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;
     • 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
     • 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 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.
   • For the avoidance of doubt, Lusha will not sell any information shared with it by Customer (“Customer Data”).
7. Representations and Warranties.
   • Each party represents 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;
     • it is validly existing and in good standing, and is qualified to do business;
     • the signing, delivery and performance of the Agreement by such party has been properly authorized;
     • no claims, actions, or proceedings are pending or, to the party’s knowledge, threatened against or affecting it that may, if adversely determined, be reasonably expected to have a material adverse effect on its ability to perform its entire obligations under the Agreement;
     • the execution, delivery or performance of the Agreement does not: (i) violate any applicable existing law or regulation; (ii) violate or cause a breach of the terms of its governing documents or any material agreement that binds the party; or (iii) require approval or filing with any governmental authority.
   • Customer represents and warrants to Lusha that:
     • it is not a data broker and warrants not to resell the data to third parties;
     • it shall not engage in any conduct that brings or is likely to bring the reputation of Lusha into disrepute;
     • 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;
     • 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);
     • 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
     • 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.
   • Lusha warrants during the Term that: (a) the Service will materially conform to the applicable guides and help materials available to Customer on https://www.lusha.com/guides/ or within the Service. 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.
8. Indemnification.
   • Lusha will defend and indemnify Customer 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. In order to claim indemnification under this Section 9.1, 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, subject to Lusha’s sole discretion; and (iii) reasonable cooperation in connection with any related investigation, defense, and settlement.
   • Customer will defend and indemnify Lusha and its Representatives from and against all all costs, liabilities, damages, losses, and expenses (including reasonable legal fees) which may directly or indirectly arise out of or in connection with:
     • any data provided by Customer to Lusha or User Generated Content; and/or
     • the undue or unauthorized interference by Customer or any of its Representatives with the Platform, Data or Lusha’s database in any respect; and/or
     • any 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
     • any claim by a third party against Lusha arising out of Customer’s acts or omissions in respect of this Agreement.
   • In order to claim indemnification under Section 9.2, Lusha shall provide Customer 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 any related investigation, defense, and settlement.
   • 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 any nature whatsoever, howsoever and whensoever arising, as a result of and without limitation any breach of Sections 3 to 6.
9. Disclaimer of Warranties.
   • LUSHA PROVIDES ACCESS TO THE PLATFORM, 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 and then only to the extent so specified, 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 PLATFORM, DATA, OR ANY SERVICE RELATED THERETO WILL BE (i) DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION; OR (ii) MEET YOUR REQUIREMENTS. ANY DATA OBTAINED USING THE PLATFORM ARE OBTAINED AT YOUR OWN RISK AND DISCRETION AND LUSHA SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR 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.
   • LUSHA OPERATES AS A INTERACTIVE COMPUTER SERVICE. MOST OF THE INFORMATION IT PROVIDES IS NOT CREATED DIRECTLY BY LUSHA BUT IS RETRIEVED FROM THE WEB OR THE CONTRIBUTION OF RELEVANT DATA FROM OTHER USERS AND BUSINESS PARTNERS AND AS SUCH, LUSHA SHALL NOT HAVE ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY DATA PROVIDED THROUGH USE OF THE PLATFORM except as expressly specified in Section 8 and only to the extent so specified. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR CUSTOMER’S USE OF THE PLATFORM, AND DATA, INCLUDING AS MAY RELATE TO ANY USER-GENERATED CONTENT PROVIDED BY CUSTOMER’S END USERS.
   • For the avoidance of doubt, Lusha will not be responsible for instances that are outside of its control, which include:
     • any actions or inactions of Customer that result in a loss of or interruption to the Platform; and
     • any events or outages affecting the provision of the Platform by Lusha to Customer that are outside of the control and/or responsibility of Lusha.

10. 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 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.
    • CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY UNCURED MATERIAL BREACH BY LUSHA OF ITS OBLIGATIONS UNDER THIS MSA IS TERMINATION BY WRITTEN NOTICE TO LUSHA, AND PRORATED REFUND, IN ACCORDANCE WITH SECTION 15.3.3 BELOW.
    • EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER SECTION 9, 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 MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
    • 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. Fees; Tax.
    • Customer shall pay Lusha the fee set forth in each Order Form (the “Fee“).
    • 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.
    • Any amounts payable to Lusha by Customer that remain unpaid after the due date shall be subject to a late charge equal to the lesser of (a) 1.5% of the invoice amount and (b) the highest rate permissible under applicable law, per month from the due date until such amount is paid. Customer shall pay all collection fees, including legal expenses, concerning the collection of late payments.
    • Except as otherwise explicitly stated in this MSA, 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.
    • 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.
    • 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 in Section 14.3 below
12. User-Generated Content.
    • For the purposes of this Section, “User-Generated Content” means any material (including without limitation data, text, images, audio material, video material, and audio-visual material) that End Users and/or Customers of the Platform submit to the Platform, at their discretion.
    • Customer hereby grants to Lusha, for the limited purpose of operating, promoting, and improving the Platform:
      • a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, communicate, publicly perform, publicly display, distribute, and sub-license User-Generated Content (“UGC Rights”);
      • the right to bring an action for infringement of the UGC Rights.
    • Lusha reserves the right to edit or remove any material submitted to the Platform, or stored on its servers, or hosted or published upon the Platform. Notwithstanding Lusha’s rights under this MSA in relation to User Generated Content, Lusha does not undertake to monitor the submission of such content to, or the publication of such content on, the Platform.
13. Suspension and Limitation Processes
    • If Customer commits any act or omission which, in the opinion of Lusha, is or could be prejudicial to its interests or subject Lusha to liability; uses the Platform in a manner that poses a security risk to or may adversely affect the Platform; or engages in or is suspected of engaging in bribery, fraud, or otherwise corrupt or illegal actions or omissions, Lusha has the right, without prejudice to any other rights that it has in law, to implement the following Suspension process:
    • unilaterally suspend or discontinue the provision of the Platform to Customer (“Suspension”) for 14 (fourteen) days (“Suspension Period”) or such other reasonable time as agreed between the parties;
      • 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;
      • 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
    • immediately terminate this Agreement, and in either case,

be entitled to claim from Customer whatever direct damages or loss it has suffered, subject to the same limitations, mutatis mutandis, recorded in Section 11.

• Lusha may, at its sole discretion and based on its internal compliance processes, limit Customer’s daily 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, and the like. In such an event, Lusha will provide Customer with reasonable notice of the Limitation. In response to such notification, Customer may, on written notice to Lusha with justification therefor, request that the Limitation be removed. Lusha, at its sole discretion, may then decide to remove, modify or retain the Limitation if it determines that the justification and use-case provided by Customer is in good faith and is otherwise in accordance with this Agreement. Lusha may also make removal of the Limitation subject to receipt of written and signed representations and warranties as Lusha may deem reasonably appropriate in order to ensure the justification for the removal of the Limitation.
• If Customer is on an annual or multi-annual plan, Customer hereby acknowledges that if Lusha determines through its compliance verification processes that the Customer is in violation of any of the representations and/or warranties set forth in Section 7, Lusha will effect a Limitation such that they will not be able to utilize more than 10% of the credits on a given plan (as set out in the applicable Order Form) until such time that Lusha receives the outstanding Fee and/or provides such assurances as Lusha may reasonably request that Customer is not in violation of the representations and/or warranties set forth in Section 7, as the case may be.

14. Term; Termination.
    • Term
      • If the Platform 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.
      • In any other event, this MSA commences on the signature date hereof, and is applicable to the Order Form it accompanies, and any associated Order Form or renewal that makes reference to this MSA therein (as applicable). The Order Form commences on the Activation Date (as defined in the Order Form), or as otherwise agreed in the applicable Order Form, and shall continue in effect for the subscription period outlined therein (the “Initial Term”). After the Initial Term, the Agreement will automatically renew 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”).
    • Termination
      • Subject to Section 14.3, each party may terminate this Agreement by giving written notice to the other party if: (i) the other party materially breaches this Agreement and fails to cure the breach within 7 days after being given written notice thereof (or if it is not reasonably possible to remedy the breach within 7 days, within such further period as may be reasonable in the circumstances provided that the party in breach furnishes evidence within 7 days reasonably satisfactory to the other party that it has taken whatever steps are available to it to commence remedying the breach); or (ii) the other party is declared bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
    • Effects of Termination
      • On termination of this Agreement for any reason, Customer will (i) immediately cease use of the Platform and any related services; 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 Customer has provided any Data to delete any and all Data, except for Data that was already known to Customer or that was already in Customer’s possession prior to obtaining it through the use of the Platform. On request, Customer will provide Lusha with a signed notice confirming that Customer complied with the provisions of this paragraph. Sections 3, 5, 6, 8, 9, 10, 11, 12, 14, 17, and 18 shall survive any expiration or termination of this Agreement.
      • If this MSA is terminated by Customer due to an uncured material breach by Lusha, Lusha shall refund the total prepaid fees for any complete months remaining of the applicable Term, as at the date of such termination.

15. Insurance.

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

16. Force Majeure.

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

17. Governing Law.
    • If Customer’s jurisdiction of incorporation set forth on the Order Form is in the United States, the Agreement, including the arbitration agreement referred to in Section 18, will be interpreted in accordance with the laws of the State of New York, without regard to the principles of conflict or choice of laws. Subject to Section 18, any dispute arising out of or in connection with the Agreement shall be brought exclusively before the competent courts of the State of New York in New York City. The parties hereby submit to the personal jurisdiction of such courts.
    • If Customer’s jurisdiction of incorporation set forth on the Order Form is anywhere other than the United States, the Agreement, including the arbitration agreement in Section 18, will be interpreted in accordance with the laws of England and Wales without regard to the principles of conflict or choice of laws. Subject to Section 18, any dispute arising out of or in connection with the Agreement shall be brought exclusively before the competent courts of England and Wales in London. The parties hereby submit to the personal jurisdiction of such courts.
18. Arbitration Procedures and Fees.
    • Both parties agree to resolve any dispute through final and binding arbitration as detailed herein. Before filing a claim, both parties agree to try to resolve the dispute informally and undertake reasonable efforts to contact each other to resolve any claim before taking any formal action. If a dispute is not resolved within 15 days after the first notification of dispute is sent, either party may initiate an arbitration proceeding as described below. The parties hereby agree to pursue an arbitration proceeding to resolve the dispute quickly and efficiently and to reduce the costs imposed on the parties.
    • 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 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.
    • 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. The governing law of the contract shall be the substantive law of England and Wales.
19. Miscellaneous.
    • 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.
    • 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.
    • Customer agrees that Lusha may disclose the fact that Customer is a client of Lusha. While this Agreement is in effect, Customer grants Lusha the right to reference Customer’s company name and logo in publicly available materials and on Lusha’s website until Customer’s use of the Platform is discontinued.
    • 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.
    • 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 (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).
    • Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding, each party shall be entitled to assign its rights and obligations under this Agreement, in whole or in part, to any affiliated entity or to the surviving entity upon a merger, acquisition or sale of all or substantially all its business, without the need to obtain the consent of the other party, provided written notice is promptly given to the other party upon such assignment.
    • 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.
    • 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.
    • During the Term, the parties shall act in good faith in the performance of their respective obligations.
    • The Order Form and this MSA may be executed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same agreement, and may be circulated for signature through electronic communication, which signatures shall be deemed to be original signatures.

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.

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).
• 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

• 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