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WINN.AI LABS LTD. – GENERAL TERMS AND CONDITIONS

Last Updated 22 May 2024

By accessing or using the Platform (as defined below) (including on a free trial basis) or executing a Sales Order (as defined below) (whichever is earlier, the “Effective Date”) you hereby agree to these general terms and conditions, as may be amended from time to time (“Agreement”) with Winn.AI Labs Ltd., on behalf of itself and its affiliates (collectively, the “Company”). Each of Company and you shall be referred to as “Party” and together the “Parties”. In the event you are entering into this Agreement on behalf of a corporate entity, either public or private (“Corporation”), or during the performance of your duties within the Corporation, any reference to “you” or “End User” (as defined below) shall refer both to you and, mutatis mutandis, to the Corporation. You hereby certify that you are an authorized representative of the Corporation and have the right to assume the obligations under this Agreement on

behalf of the Corporation and the authority to bind the Corporation and its affiliates in this Agreement. Please read the terms of this Agreement carefully in their entirety prior to your use of the Platform. Please note that this Agreement constitutes a legally binding agreement between you and the Company, and if you do not agree to all of the terms of this Agreement, or if you do not have the authority to bind the Corporation, you must discontinue the use of the Platform and terminate any outstanding Sales Order in accordance with its terms (as applicable)

1. SCOPE OF SERVICE & THE LICENSE

  1. The Company’s platform provides certain services to assist the sales process of its End Users during calls with third parties performed using a third party real-time communication software (the “Platform”).
  2. Following the Effective Date, the Company hereby grants you a limited, revocable, non- exclusive, non-transferable, non-sub-licensable, and personal license to use the Company’s Platform, for internal and personal use only, including any revisions, releases, corrections, copies, modifications, derivatives, enhancements, updates and/or upgrades thereto, in accordance with terms of this Agreement and subject to them (the “License”).
  3. Under the License, Company shall provide you with credentials to open an account or such number of accounts as set forth in the Sales Order (if any) (each, an “Account”), for the purpose of accessing and using the Platform as end user(s) (each, an “End User”). For the avoidance of doubt, the End User does not acquire any rights whatsoever in and to the Platform beyond the rights granted herein, and may only use the same in accordance with this Agreement.
  4. All use of the Platform shall be in accordance with the terms of this Agreement. The Company shall have the right (but not the obligation) to monitor and track any use of the Platform to ensure compliance with the terms herein, and shall have the right to (i) prevent you from accessing the Platform, and (ii) take any other action that the Company may deem appropriate to protect its property and rights, as well as the rights of third parties.
  5. Company may update the functionality, user interface, usability and other user documentation, information relating to the Platform and all of its features, from time to time, in its sole discretion and in accordance with this Agreement, as part of its ongoing mission to improve the Platform.

2. FREE TRIAL SERVICES

  1. If you are provided with access to the Platform and the Services by the Company on a free trial basis, this Section 2 of this Agreement (‘Free Trial Services’) will apply.
  2. Anything to the contrary notwithstanding, if you are approved by the Company for Free Trial Services, the Company will make the applicable Free Trial Services available to you free of charge, until the earlier of: (a) the end of the free trial period communicated by the Company to you; (b) the start date of the paid subscription period as set forth in the applicable Sales Order; or (c) termination by the Company at its sole discretion.
    “Free Trial Services” shall mean the services within the Platform that the Company makes available on a free trial basis, as set forth in the Platform or the Company’s website (as amended from time to time, at the sole discretion of the Company).

3. REGISTRATION

  1. As part of the registration to the Platform by the End User, the End User shall be required to provide certain information to the Company. End User undertakes that all such information shall be accurate and complete, and undertakes to keep all such information up-to-date. The End User will have a password, which, together with the email address associated with its Account (the “Access Information”), will constitute the identification information for the purpose of logging in to the Account.
  2. The End User will maintain the confidentiality of all Access Information and other Account information, using at least the same degree of care as End User uses to protect its most confidential information. End User shall remain solely responsible for all activity on the Account with its use of the Platform. You will contact Company promptly if (i) you discover that any Account information is lost, stolen, or disclosed to an unauthorized person; (ii) you reasonably believes that the Access Information has been compromised, or the Account has been accessed by a third party; or (iii) you discover any other breach of security in relation to your Access Information, or the Platform, that may have occurred or is reasonably likely to occur.

4. CONSIDERATION

  1. In consideration for the License granted herein, and for the use of and access to the Platform, you may be required to pay the Company certain fees according to the sale order executed between th e Company and you (either personally or through the Corporation) (if any) (“Sales Order”). The payment terms for the fees shall be set forth in the Sales Order.
  2. All amounts paid under any Sales Order shall be invoiced by the Company, and shall be non- refundable, non-cancellable and non-creditable regardless of any termination of this Agreement, for any reason.
  3. Company reserves the right to immediately suspend or terminate the use of the Platform in the event of any delay in payment. End User shall reimburse the Company for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting late payments pursuant to this Agreement.
  4. You are solely responsible for payment of any taxes resulting from this Agreement, including VAT, if applicable. All fees under this Agreement are presented as net prices, and are exclusive of levies, duties, taxes, including withholding taxes, which shall be payable by you in addition to the fees owed to Company.

5. INTELLECTUAL PROPERTY

  1. Notwithstanding anything to the contrary herein, the Platform (including the services offered through the Platform, including without limitation, the Free Trial Services (the “Services”)), and any content embedded therein, including without limitation, materials, text, photos, logos, any graphical display of data, designs, sounds, figures, analysis, statistics and any other content, and all Intellectual Property Rights therein, as well as any Feedback and AI Process (each as defined below) (collectively, “Company’s IPR”), are exclusively owned by Company or its licensors. Except for the License, and as expressly provided herein, no other rights or licenses, expressed or implied, are granted to the Corporation or to any End User by Company with respect to the Platform, the Services or the Company’s IPR.
    “Intellectual Property Rights” means any and all worldwide intellectual property rights, whether registered or not, including, but not limited to: (a) patents, patent applications and patent rights, know how, inventions, research and development activities and discoveries; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information, including but not limited to confidential and proprietary information concerning the business and financial activities of Company, and any information concerning its service providers, employees, customers, suppliers, and partners; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
  2. You shall not, nor shall you allow or aid others to: (i) use the Company’s IPR, including the Platform, for any purpose other than for the purpose hereunder; (ii) modify, decompile, disassemble, reverse engineer, revise, enhance, republish, create derivative works from or otherwise utilize all or any part of the Company’s IPR, including the Platform with or into any third party materials or components or attempt to access or discover the Platform’s source code; (iii) copy, transfer, rent, license or sub-license, distribute, reproduce, republish, scrape, download, display, transmit, post, lease, sell, assign, or pledge in any form or by any means, in whole or in part, any of the Company’s IPR or any of your rights under the License; (iv) use the Platform in any manner that is prohibited by law or not authorized by this Agreement, including, without limitation by accessing or using the Platform in violation of any export or import restrictions, laws or regulations of the State of Israel or any foreign agency or authority, including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software; (v) contest Company’s rights to the Company’s IPR; (vi) interfere with or disrupt the source code of the Platform, or the integrity or performance of the Platform or Company’s network or the data contained therein or the use of other End Users; (vii) engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of the Platform; or (viii) Abuse the Platform in any way.
    “Abuse” shall mean and include any of the prohibited activity outlined in this Section 5.2, including without limitation, direct or indirect violation or bad activity within the Platform, including copyright infringement, email spamming and network scanning. The decision whether an Abuse occurred or not, shall reside with Company in its sole discretion. Upon a decision by Company that an Abuse has occurred, without derogating from any of the Company’s rights hereunder, Company shall notify you to cease the Abuse immediately.
  3. Subject to your consent, the Company shall have the right to use the Corporation’s logo and trademarks on the Company’s websites and in any promotional and marketing materials of the Company.
  4. Any feedback provided by you to Company regarding the Platform, its use or the Services, or any suggested improvements, enhancements or derivatives thereto (“Feedback”) is welcome by the Company. You are not required to provide Feedback, however, to the extent that you shall do so, such Feedback shall be solely owned by Company, and shall not, under any circumstance constitute your confidential or proprietary information. You hereby acknowledge that Company may use such Feedback in any manner Company sees fit, without restrictions or limitations, and without payment of any royalty or any other consideration.

6. REPRESENTATIONS AND WARRANTIES

  1. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder (including on behalf of the Corporation, with respect to you); (ii) the execution of this Agreement and the performance of its obligations and duties hereunder does not violate any agreement to which it is a party or by which it is otherwise bound; (iii) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
  2. You hereby further represent and warrant that: (i) you are at least 18 years old (the Company reserve the right to request proof of age at any stage in order to verify compliance with this representation); (ii) Company has not disabled or terminated any Platform account under your name in the past for any reason; (iii) you have the right, authority and capacity to enter into this Agreement and to abide by all the terms and conditions of this Agreement, including on behalf of the Corporation (if applicable); (iv) you are not (x) located in a country that is subject to any sanctions or embargos by the State of Israel, the United States or the European Union, or that has been designated by the State of Israel, the United States or the European Union as a “terrorist supporting” country; and (y) listed on any list of prohibited or restricted parties published by the State of Israel, the United States or the European Union.

7. USER CONTENT

  1. In connection with the Parties’ engagement hereunder, you hereby acknowledge and accept that the Company shall receive and collect from you the User Content, either through the features embedded in the Platform, directly from you, or directly or indirectly from Third Party Software (as defined below).
    “User Content” means, without limitation, audio recordings, data, text, End User’s clients information, photographs, and other types of works
  2. Certain information, including part of the User Content, may be received by the Company, inter alia, via: (i) access by the Company to third party real-time communication software (e.g. Zoom, Google Meet, Microsoft Teams), and access by the Company to other third party software storing User Content (collectively, “Third Party Software”); (ii) an API to your CRM or other servers or services (“Customer CRM”); or (iii) any other agreed means of communication (including emails).
  3. The User Content is and shall remain in your ownership, or of the End Users, as applicable, and you are solely responsible for the User Content. The Company is under no obligation to edit or control or monitor User Content, and will not be in any way responsible or liable for User Content.
  4. You hereby grant the Company permission to access the Third Party Software and the Customer CRM on the End User’s behalf, and further grants Company with a non-exclusive, irrevocable, limited, royalty free and worldwide license, during the term of the License, to use, process and store the respective data and the User Content in order to perform the services under the Platform and any features thereof, and to exercise the Company’s rights and obligations under this Agreement, or otherwise in connection thereto. You hereby further grant Company permission to incorporate information into the Customer CRM, including information received through the Third Party Software.
  5. The Platform may provide a feature which uses recordings of individual conversations. The laws with respect to the requirements of such recorded conversations are different in each jurisdiction. End User hereby acknowledges and agrees that it is solely responsible to comply with all requirements under applicable laws, including the obligations to receive permissions, sending notices or other obligated actions, from or to, the relevant parties.
  6. Company shall not be responsible for any access to the User Content or to the results of processing of the User Content, provided by the End User to other End Users or any third parties
  7. Company shall have the right to collect and analyse data and other information relating to the engagement hereunder, including the provision, use and performance, by you or by others, of the Services and the various aspects of the Platform and related systems and technologies (“Usage Data”). You hereby acknowledge the Services embedded in the Platform may be implemented by the Company using machine learning and artificial intelligence systems, with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing User Content and Usage Data (“AI Process”).

8. TERM

  1. This Agreement is effective on the Effective Date and shall continue until such time as the End User continues to have access to and use of the Platform, in accordance with the terms herein, or the terms of any Sales Order (as applicable).
  2. Either Party may terminate this Agreement by providing the other Party with written notice no later than 30 days prior to the automatic renewal of this Agreement as set forth in the applicable Sales Order.
  3. Company may terminate this Agreement either (i) by 14 day notice to you upon your failure to comply with any of your obligations hereunder, and (ii) immediately and without notice in the following events: (a) if you attempt to transfer or assign any of your rights, liabilities or obligations under this Agreement contrary to the provisions thereof; (b) non-payment of the applicable fees by you; (c) violation of any of the restrictions set forth in Section 5 of this Agreement; (d) Company believes it is necessary to do so to comply with applicable law; or (e) a Force Majeure Event (as defined below) occurs which materially affects Company’s ability to provide the Platform.
  4. Upon termination of the Agreement: (i) you shall immediately pay all due fees and payments, regardless of the due date of payment under this Agreement, (ii) you shall cease use of the Platform and immediately return to the Company all Confidential Information and Company’s IPR, in any media and form, and (iii) Company shall be entitled to terminate or disable any Account. Notwithstanding the termination or expiration of this Agreement, Sections 5 (Intellectual Property), 7 (User Content), 9 (Privacy), 10 (Confidentiality), 12 (Disclaimer of Warranties), 13 (Limitation of Liability) and 15 (General) shall survive and remain in effect in perpetuity.

9. PRIVACY

  1. By virtue of this Agreement, the Company may have access to certain identifying personal information (“Personal Data”) related to End Users.
  2. The Company’s data processing addendum, available at https://winn.ai/dpa (the “DPA”), set forth the manner in which the Company collects, receives, handles, processes or transfers End User’s Personal Data when they interact with the Platform. By agreeing to the terms of this Agreement, you hereby confirm that you also accept and agree to the DPA.
  3. In addition, you acknowledge and agree that the Company may collect, create, process, transmit, store, use, and disclose aggregated and de-identified data derived from Data or use of the Platform (“Aggregated Data”), for the Company’s business purposes, including for the AI Process, and for training, industry analysis, benchmarking, and analytics. All Aggregated Data will be in an aggregated, de-identified and anonymized form only and will not identify any End User. Company shall have sole ownership, title and interest in and to the Aggregated Data, and nothing in this Agreement gives you any rights in or to any part of the Aggregated Data. “Data” shall mean any content, data, recordings, and information (including User Content and Personal Data), End User shall provide the Company in any way, including without limitation by accessing the Platform or uploading thereto, including without limitation through Third Parties Software.
  4. You are solely responsible (a) for Data as entered into, supplied, accessed, or used by you or any End User, and (b) for complying with any privacy and data protection laws and regulations applicable to Data or End User’s use of the Platform. You represent and warrant that you have obtained, and will maintain all rights, consents, and authorizations required to grant the Company the rights and licenses set forth herein and to enable the Company to exercise its rights under the same without violation or infringement of the rights of any third party.
  5. Without derogating from the generality of the above, you hereby undertake to insert Personal Data into the Platform only in accordance with the requirements of all applicable privacy laws, and you shall bear the exclusive responsibility for the lawfulness of the processing of Personal Data, as well as the lawfulness of the transfer of Personal Data to the Company to process Personal Data in connection with this Agreement and to obtain all required consent from the individuals to which Personal Data relates, and comply with all applicable privacy laws, in order to allow Company to process the Personal Data in accordance with this Agreement pursuant to any applicable privacy law.

10. CONFIDENTIALITY

Each Party (“Recipient”) shall keep confidential and shall not disclose to any third party (other than to its employees, affiliates and advisors having a need to know, which are bound by a confidentiality undertaking with Recipient on terms no less restrictive than as contained herein), any Confidential Information which it has acquired from the other Party (“Discloser”) and shall only use such Confidential Information in connection with its rights and obligations under this Agreement. Notwithstanding, Recipient may disclose the Confidential information in the event such disclosure is required by law or by an order issued by a government body or a court, provided that the Recipient (unless prohibited from doing so) shall notify the Discloser of such required disclosure, so that Discloser may contest the disclosure or seek a protective order with respect thereto. All right, title and interest in and to the Confidential Information disclosed or transferred by Discloser shall remain the property of Discloser. “Confidential Information” means any know-how, any trade or business secrets, any commercial, financial, business, technical or other confidential information of whatever nature relating to the Discloser’s business (whether written, oral or in electronic or other form, and whether marked or unmarked as confidential) or of clear confidential nature, including, with respect to the Company, the Platform and all of Company’s IPR. Confidential Information shall not include information that: (i) is or becomes publicly known other than through any act or omission of the Recipient; (ii) was in the Recipient ’s lawful possession before the disclosure, as evidenced by the Recipient; (iii) is lawfully disclosed to the Recipient by a third party without restriction on disclosure, as evidenced by the Recipient; or (iv) is independently developed by the Recipient without use of Confidential Information of the Discloser, which independent development can be shown by written evidence.

11. SERVICE LEVEL

Company shall provide reasonable technical support, during working hours (Monday – Friday 9:00-18:00 Israel Standard Time, excluding holidays). Your sole remedy in the event of any noncompliance with this Section , shall be to terminate this Agreement. Such termination does not affect payments of any fees due with regards to any use of the Platform prior to termination.

12. DISCLAIMER OF WARRANTIES

Except for the express representations and warranties stated herein, the Platform and the Services are provided “as-is”, “as-available” and “with all faults” basis, and the Company makes no other warranties, and explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose or non- infringement. Company it is not responsible for the availability, accuracy, applicability or legality of any information, data or domain. You shall bear sole responsibility for your decisions made relying on the content of the Platform. Further, and without limiting the foregoing, Company does not represent or warrant that: (i) the Platform and the Services shall be error free or that any errors will be corrected; (ii) the Platform shall not contain any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Platform by any third party; (iii) the operation of the Platform will be uninterrupted or that it will be able to be used at any time; (iv) the Platform and the Services will meet your requirements. Company shall not be responsible for unauthorized access to or alteration to any Account or the Platform and will not be liable for any damages or loss incurred to you, End User, or any other third party as a result or in connection with the use of the Platform or reliance on the Platform or any information derived through the Platform.

13. LIMITATION OF LIABILITY

  1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY, IN ANY EVENT, FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, OTHER THAN FRAUD OR INTENTIONAL MISREPRESENTATION, COMPANY’S MAXIMUM AGGREGATE LIABILITY UNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE HIGHER OF: (I) USD 1,000; AND (II) TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO COMPANY DURING THE SIX MONTHS PRECEDING ANY CLAIM UNDER WHICH SUCH LIABILITY SHALL ARISE.
  2. The limitations contained in this Section 13 are considered reasonable by the Parties having regard to the circumstances which are known to or in the contemplation of the Parties at the date of this Agreement, and the availability of insurance to the Parties.

14. LINKS

The Platform may occasionally contain links, content, advertisements, promotions, logos and other materials (the “Third Party Materials”) to third-party platforms, websites or software (“Third Party Sites”). If you use these Third Party Materials, you will leave the Platform. Company does not verify, endorse, make any representations, or take responsibility for these Third Party Sites, including the truthfulness, accuracy, quality, or completeness of the content, services, links displayed, or other activities conducted on or through the Third Party Sites. The Company hereby caution you to ensure that you understand the risks involved in using such Third Party Sites. If you decide to access any of the Third Party Sites, you do this entirely at your own risk, and you must follow the privacy policies and the terms and conditions for such Third Party Sites. Company provides these Third Party Materials to you as a convenience only, and under no circumstances you will hold the Company liable, directly or indirectly, for any loss or damage caused by use of or reliance on any content, goods or services available on any Third Party Site.

15. GENERAL

  1. Company shall not be liable for any failure to perform any of its obligations hereunder resulting from circumstances beyond the Company’s reasonable control, such as acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, internet or other technology failures, pandemic or epidemic (“Force Majeure Event”).
  2. The Company may, at its sole discretion, amend, modify, or discontinue, from time to time, any of the services provided under the Platform and/or introduce new services. The Company shall not be liable for any loss suffered by you resulting from any such changes made and you shall have no claims against the Company in such regard.
  3. This Agreement, together with any Sales Order (if any), contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties, including without limitation, any kind of non-disclosure agreement. In the event of any contradiction between the explicit provisions of this Agreement and the provisions of any Sales Order, the provisions of such Sales Order shall prevail. Any reference to the Agreement herein, shall include the Sales Order (if any) and the terms and conditions thereunder. The headings used herein are for convenience Parties only and will not affect the interpretation of this Agreement.
  4. For the purposes of this Agreement, the Parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever. The transmission of information to or from the Platform does not create between the Parties any relationship that deviates from those specified in this Agreement.
  5. You may not transfer or assign your rights or obligations under this Agreement to any third party without Company’s prior written approval, other than in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of the stock or assets, with respect to a Corporation.
  6. All notices will be made in writing and given by personal delivery, overnight courier, email or other means of transmission or by certified or registered mail to contact information mentioned in the Sales Order or the last contact information provided by a party following the Effective Date.
  7. The failure of either Party at any time to require performance by the other of any provision herein will not affect the right of such Party to require performance at any time thereafter, nor will the failure of either Party to take action regarding a breach of any provision hereof be taken or held to be a waiver of the provision itself.
  8. Any provision of this Agreement which is determined to be prohibited or unenforceable by a court of competent jurisdiction will be ineffective only to the extent of such prohibition or unenforceability and will be severed without invalidating the remaining provisions hereof or otherwise affecting the validity or enforceability of such provision.
  9. This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of another jurisdiction. The Parties each consent to the exclusive jurisdiction of the courts of Tel-Aviv, Israel, and waive any objection to venue in such courts. Notwithstanding the foregoing, Company shall be entitled to seek injunctive and other equitable relief, without the necessity of showing actual money damages in any jurisdiction in the event of an actual or threatened breach.

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