Master Service Agreement

This master service agreement (the “Agreement”) contains the terms and conditions upon which Qualifire Ltd., a company incorporated in accordance with the laws of Israel, and its affiliates (“Company”), grants to you (the “Customer”) the right to access and use the Services, during the Subscription Term (all as defined below). Please read this Agreement carefully. By clicking "I AGREE", you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.

IT IS HEREBY CLARIFIED, THAT TO THE EXTENT THE CUSTOMER AND THE COMPANY HAVE ENTERED INTO A DESIGNATED AGREEMENT WITH RESPECT TO THE USE OF THE COMPANY'S SERVICES, THIS AGREEMENT IS SUBJECT TO THE TERMS OF SUCH DESIGNATED AGREEMENT.

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Each of Company and Customer may be referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, Company has developed cloud based platform (“Platform”) that provides a solution for quality assessment, testing and evaluations of content produced by language models (the “Services”); and

WHEREAS, Customer is interested in receiving the Services from the Company.

NOW, THEREFORE, the Parties agree as follows:

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1. DEFINITIONS

1. “Affiliate”

shall mean and include any entity or association controlled by, controlling or under common control of a party hereto. For purposes of this definition, the term “control” shall mean the power to manage or direct the affairs of the person or entity in question, whether by ownership of voting securities, by contract or otherwise.

2. “Authorized User”

shall mean any employee, contractor, representative, or other person acting on Customer’s behalf who is authorized by Customer to use the Solution and who has been supplied with access to the Solution by either Customer or Company, at Customer’s written request.

3. “Company’s Network”

shall mean the network inside of Company border routers.

4. “Confidential Information”

shall mean all information (however recorded, preserved or disclosed) disclosed by one party (the “Disclosing Party”) or its employees, officers or representatives (together, the “Representatives”) to the other party (the “Recipient”) and that party's Representatives:  (a) in connection with the Services or Platform; (b) the existence and terms of this MSA and the Order; (c) any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, intentions, specifications,  formulas, prototypes, computer programs (source and/or object code) and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents and other data, documents and information (in whatever form), as well as improvements, patents (whether pending or duly registered) and any know-how related thereto, relating to the Disclosing Party and information learned by the Receiving Party from the Disclosing Party through the inspection of the Disclosing Party's property (including notes, analyses or other documents prepared by, or on behalf of, the receiving party which contain the information furnished to the receiving party pursuant hereto), that relates to Disclosing Party's products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or market opportunities of the Disclosing Party or of any Affiliate of the Disclosing Party and the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party or of any Affiliate of the Disclosing Party; but not including any information that:

1. is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates; or 
2. was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or 
3. the parties agree in writing is not confidential or may be disclosed.

In addition to the above and for the avoidance of doubt “Confidential Information” of the Company shall include but not be limited to, all information and know-how in respect of the Platform and/or Services that are transferred to, or disclosed to Customer.

5. “Customer Data”

shall mean any information provided by Customer for data processing via Company’s Services.

6. “Distributor”
   
   

shall mean a third party that distributes the Company’s Platform through Partners to the Customer

7. “Force Majeure Event”

shall mean: (a) fire, flood, earthquake, elements of nature or act of God; (b) riot, civil disorder, rebellion or revolution; or (c) other matters outside of the reasonable control of the Company.

8. “Intellectual Property Rights” 

shall mean any and all worldwide, whether registered or not (a) patents, patent applications and patent rights; (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; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains ("Trademarks"); (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.

9. “Order” or “Order Form”

shall mean any of Company’s service order forms, or if the  Services are subscribed through a Partner then the service order forms of Company’s  authorized Partners, with respect to subscription of the Services. The term “Order” also includes any applicable renewal, upgrade or upsell you make to increase or upgrade your Scope of Use (as hereinafter defined).

10. “Partner”

shall mean a reseller or a managed service provider who either resells  directly to, or manages the Platform to/for, as applicable, the Customer.

11. “Service”

shall mean (i) the Company proprietary software as a service (SaaS), available by accessing the Platform (ii) any software and/or services that are delivered to Customer under the Order on behalf of  Company; (iii) all revisions, corrections, modifications, enhancements, improvements and/or updates and upgrades to the foregoing, and (iv) all related documentation included in the package and/or placed on Company’s World Wide Web site.

12. “Subscription Term”

shall mean the term of the Services subscribed for under the Order that shall commence as of the start date set forth in the applicable Order  and shall continue for the length of time referenced in the applicable Order unless earlier terminated in accordance with the terms of this MSA. 

2. SUBSCRIPTION SERVICE  
   
   1. Subject to the terms and conditions of this Agreement (including payment of all applicable subscription fees) and during the Subscription Term, the Services shall be available to Customer, to be used by Customer’s and its Affiliates’ users solely for  internal use of Customer or such Affiliate (as the case may be) during the Subscription Term. For this purpose, an account will be  enabled in order for the Customer to access the Service (“Account”).  
   2. The terms of this Agreement apply to the Services, as well as to updates, and upgrades subsequently provided by the Company or its Distributors or Partners, as applicable,  to Customer for Company’s Services. Company may update the functionality, user interface, usability and other user documentation, training and educational information of, relating to the Services, from time to time, in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Services and customers’ use of the Services.  
3. ORDERS 
   
   1. Your Order will specify your authorized scope of use for the Services, which shall be based on credit packages as further described at https://qualifire.ai/pricing (as applicable, the “Scope of Use”). 
   2. This Agreement applies whether you subscribe for the Services directly from the Company or through Company’s authorized Partners. The Company is not bound by any obligations to you other than what the Company has explicitly agreed to in this Agreement.
4. TRUE UP 

During the Subscription Term, Customer cannot exceed its Scope of Use, as such Scope of Use was defined in the original Order, and Company shall be committed to provide only the purchased Scope of Use per site. Should for any reason Customer’s needs exceed this Scope of Use, additional Scope of Use must be purchased for the remainder of the applicable Subscription Term. If Customer attempts to exceed the subscribed amount of credits, as such capacity was defined in the applicable Order, Customer shall not be granted the additional capacity and shall not be charged for any additional capacity unless Customer agrees to purchase such additional capacity through an Order. Company shall do its best to inform Customer in advance prior to exceeding its Scope of Use.

5. CUSTOMER OBLIGATIONS AND LIMITATIONS  
   
   1. Customer will designate Authorized Users that may access the Platform and use the Services on its behalf, including the creation of usernames and passwords for such Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users and for all the activity of such Authorized Users and their use of the Account. Customer and its Authorized Users will maintain the confidentiality of all usernames, passwords, access, and account information under their control. Except to the extent caused by Company’s breach of this Agreement, including its obligations under Section ‎9 (Confidential Information), Company is not responsible for unauthorized access to the Account. Customer will contact Company promptly if (i) Account information is lost, stolen, or disclosed to an unauthorized person; (ii) Customer reasonably believes that the Account has been compromised, including any unauthorized access, use, or disclosure of account information; or (iii) any other breach of security in relation to its passwords, usernames, access information, or Company’s Services that may have occurred or is reasonably likely to occur.  
   2. Customer shall not (and shall not allow any third party to) (i) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Services or any part thereof, or otherwise permit any third party to do any of the foregoing; (ii) modify, copy, display, disassemble, decompile, reverse engineer, revise or enhance or republish or create any derivative works or otherwise merge or utilize all or any part of the Services with or into any third party materials or components or attempt to access or discover the Service’s source code; (iii) place the Services onto a server so that it is accessible via a public network or use the Services for timesharing or for service bureau purposes; (iv) ship, transfer, or export the Services or any component thereof or use the Services in any manner prohibited by law, including without limitation to, sell, distribute, export or download Services  into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, or otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority.  Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any prohibited country or on any prohibited party list; (v) contest Company's Intellectual Property Rights to the Company IPR; (vi) remove or add any labels, notices or logos to the Services, (vii) perform any act or be responsible to any omission that is illegal, including, without limitation, those enforcing censorship, privacy, government authority restrictions, or by accessing any blocked services, or in Company's discretion otherwise jeopardizes, destabilizes, interrupts or encumbers the Services and/or Company’s Network or their servers and/or has a detrimental impact on Company and/or Company IPR and/or Company’s Network; (viii) transmit or upload any spam, viruses, spyware or other harmful, infringing, obscene, threatening, libelous, illegal, disruptive or destructive content, messages or files, or send or store worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (ix) access any Services and/or its servers through or use with the Services any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of the Services; (x) use the Services for any purpose other than as permitted by this Agreement, including all Orders; (xi) directly or indirectly conduct any penetration testing (including to users' systems, network and/or servers) through or using the Services and/or their respective connectivity or networks, unless (a) Customer performs such testing to their own systems and applications through no use of the Services; (b) Customer notifies Company about it 30 days in advance and in writing and (c) it is done solely as part of its legal and obligatory auditing processes to assure the operation of the Services, or for its internal security verification requirements. Whether Customer has violated any of the limitations set forth in this Section ‎5.2  shall reside within Company’s sole discretion. If Company determines a violation has occurred, it shall notify Customer of the violation and Customer shall be required to cease the violation immediately. Company may also determine in its sole discretion whether to suspend or block the Customer Account. Company shall use such remedy if and when such violation represents an imminent threat to Company’s Network or if so directed by a court of competent authority. In such cases Company will: (i) suspend the Account only to the extent reasonably necessary to prevent any harm to Company’s Network; (ii) use its reasonable efforts to promptly contact Customer and give Customer the opportunity to promptly change the configuration of its server(s) accordingly and/or work with Customer to promptly resolve the issues causing the suspension of the Account; and (iii) reinstate any suspended part of the Account immediately after any issue as above-mentioned has been resolved, provided if Company determines that any such violation was willful or is unable to be adequately remedied, it may immediately terminate this Agreement and/or any impacted Order without penalty upon notice to Customer.
   3. Customer is solely responsible for acquiring and maintaining all of the hardware, software and services necessary to access and make use of the Services, including paying all fees and other costs related to internet access. Customer shall use the Services in accordance with the Company’s Services documentation made available and/or  provided by Company, and as may be updated from time to time, and in compliance with the applicable operating instructions and all applicable laws and regulations and for no purpose other than as specifically authorized in the Services documentation, including without limitation, Customer shall not use the Services for the purpose of circumvention of government censorship, laws or regulations.   
   4. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data. Customer will enable and permit Company (and/or its third ‎party contractors) to process Customer Data,  which includes network traffic including traffic data and URL(s), IP address(es) ‎used in connection therewith to support the Services, all in accordance with Company’s Privacy Policy located at: https://qualifire.ai/legal/privacy-policy
   5. Customer will comply with all applicable privacy laws and regulations (including all registration and notice requirements), inclusive of the Privacy Policy; and Customer will obtain all applicable consents required by law for data processing by Company, if any. It is explicitly agreed that Customer shall not submit any personally identifiable information (“PII”) for processing via the Platform. Company shall have  the right to screen Customer’s Data and filter any Customer Data that it may consider to be PII. Company does not guarantee a successful “filter process” of PII and it is Customer’s responsibility to avoid such input and Customer shall bear all the risk if it fails to comply with such restriction. Further it is agreed that if despite the aforesaid, Company identifies Customer Data that includes PII, the Company shall immediately delete or de-identify such Custom Data. Company shall not be liable for any loss of data in such case that it deletes or de-identifies PII to comply with this provision.
6. IP OWNERSHIP 
   
   1. Notwithstanding any other provision to the contrary, all Company Confidential Information, Trademarks, Feedback (as defined below), the Service and the Intellectual Property Rights in the Platform and all improvements, enhancements and derivatives thereof and all Intellectual Property Rights thereto (“Company IPR”) are exclusively owned by Company and/or its licensors. This MSA does not convey to the Customer any right, title or interest in the Company IPR.  Customer Confidential Information, Customer Trademarks, and other Customer proprietary information, including all Customer Data, shall be the sole property of Customer, and Company shall only have such rights to use such information as expressly provided in this Agreement and to provide the Services.
   2. Feedback from Customer regarding the Platform and Services, their use or any suggested improvements, enhancements or derivatives (“Feedback”) is welcomed by Company. Customer is not required to provide Feedback, however, to the extent that it does so, such Feedback shall not constitute Customer's Confidential Information and Customer acknowledges that Company may use such Feedback in any manner it sees fit, without payment of royalty or any other consideration.
7. PAYMENT AND TAXES 

All fees, taxes and other charges in connection with the Company’s Services shall be as set forth on the applicable Order Form.

8. SERVICE LEVELS 

Subject to Customer’s compliance with the terms of this Agreement, Company may provide Customer with certain maintenance and support service, as specified in the Order.

9. CONFIDENTIAL INFORMATION  
   
   1. The Recipient agrees and acknowledges that all Confidential Information it obtains from the Disclosing Party constitutes the confidential property of the Disclosing Party if it is identified as confidential at the time of disclosure or should be reasonably known by the Recipient to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Company’s Services, pricing, technical information and other code, data, business or financial information of any type (including, without limitation, Company’s plans for new or enhanced products and services) provided by Company will be deemed trade secret and Confidential Information of Company without any marking or further designation.
   2. The Receiving Party may use or make copies of the Confidential Information of the Disclosing Party only to the extent reasonably necessary for purposes of this Agreement. The sharing of Confidential Information hereunder shall be “as is” without warranty and conveys to the Receiving Party no rights in or to such Confidential Information.  The Receiving Party will protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own similar information, but in no event using less than a reasonable standard of care. The Receiving Party will restrict access in the Confidential Information to those of its personnel (including such personnel employed by its Affiliates, contractors, agents and legal and financial professionals) and subcontractors engaged in the performance, management, receipt or use of the Services under this Agreement, or otherwise necessary in connection with its performance of all obligations under this Agreement, provided that such parties are bound by obligations of confidentiality at least as restrictive as the terms of this Agreement.
   3. Notwithstanding the above provisions of this Section ‎9, a party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permissible to do so if: 
      
      1. it gives the other party as much notice in writing of this disclosure as possible; 
      2. to the extent required to disclose, discloses only that portion of the Confidential Information legally required; and 
      3. where notice of disclosure is not prohibited by law, and is given in accordance with this Section ‎9, it provides reasonable cooperation upon the Disclosing Party’s request in either disputing the request or seeking an appropriate protective order, or similar relief, to the protect the disclosure of such Confidential Information. 
   4. Receiving Party will return or destroy the Disclosing Party’s Confidential Information in its possession upon request by the Disclosing Party, and upon the expiration or other termination of this Agreement, provided the Receiving Party may retain the Confidential Information of the Disclosing Party by agreement or if required under applicable law. Each party may retain copies of the other party’s Confidential Information required for compliance with its recordkeeping or quality assurance requirements (subject to the terms of this Agreement and all confidentiality requirements herein for the length of such retention).
   5. The Recipient acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Recipient  will be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
10. TERM AND TERMINATION
    
    1. Term. The term of this Agreement shall be the  Subscription Term set forth in the  Order, but in no event shall be less than 12 (twelve) months, including all renewals thereof.
    2. Co-Term. Should any Order Form be submitted  by Customer for additional Services (an “Additional Order”) during any existing Subscription Term or renewal  Subscription Term, the initial Subscription Term of such Additional Order shall be pro-rated to concur with the existing Subscription Term or renewal Subscription Term so that the termination of all current Subscription Terms and all subsequent renewal Subscription Terms shall coincide to take effect on the same date. Applicable fees shall be pro-rated in accordance with any pro-rated Subscription Term or renewal Subscription Term.
    3. Termination. 
       
       1. If the Order is placed by Customer directly to Company (rather than through a Partner), then the following shall apply: 
          
          1. Customer may terminate this MSA upon thirty (30) days prior written notice to Company if Company is in material breach of the MSA and fails to cure the breach within the said notice period, in which case Customer will be entitled to receive a pro-rata refund of all pre-paid fees attributable to any period post termination, if any, as Customer’s sole and exclusive remedy. 
          2.  Company may terminate this MSA  upon thirty (30) days prior written notice to Customer if Customer is in material breach of the MSA and fails to cure the breach within the said notice period, subject to the foregoing. Company may terminate the MSA with written notice: (i) upon Customer’s failure to comply with  its obligations under Section ‎5; (ii) if Customer attempts to transfer or assign any of its rights, liabilities or obligations under this MSA contrary to the provisions of this MSA;  (iii)  non-payment of the applicable fees to Company after a delay of more than seven (7) days ; (iv) Company reasonably believes it is necessary to do so to comply with any law or an order, instruction or request of government, emergency services or other competent authority; or (v) a Force Majeure Event occurs which materially affects Company’s ability to provide the Service.  
       2. If the Order is placed by Customer to Company’s Partner, the following shall apply: 
          
          1. Notwithstanding any termination rights set forth in the Order between the Customer and the Partner, Company may terminate the provision of the Services provided to Customer upon thirty (30) days prior written notice to Partner if Customer is in material breach of any of the obligations hereunder;  
          2. Notwithstanding the foregoing, Company may terminate the provision of the Services provided to Customer  with written notice to Customer and Partner: (i) upon Customer’s failure to comply with its obligations under Section ‎5; ii) if Customer attempts to transfer or assign any of its rights, liabilities or obligations under this MSA contrary to the provisions of this MSA; (iii)  non-payment of the applicable fees to Company after a delay of more than seven (7) days (iv) Company reasonably believes it is necessary to do so to comply with any law or an order, instruction or request of government, emergency services or other competent authority; or (v) a Force Majeure Event occurs which materially affects Company’s ability to provide the Service.
    4. Effects of Termination. Upon termination or expiration of this MSA Customer shall cease use of the Services and immediately return to Company all Confidential Information and Company IPR in any media and shall, to the extent applicable, erase all copies of the Service. Notwithstanding the termination or expiration of this MSA, Sections ‎6, ‎9, ‎11, ‎12, ‎13 , and ‎14 shall survive and remain in effect in perpetuity.
11. LIMITATIONS OF LIABILITY  

NEITHER CUSTOMER NOR COMPANY NOR COMPANY'S AFFILIATES, LICENSORS, SUPPLIERS, REPRESENTATIVES OR DISTRIBUTORS OR PARTNERS OR  SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, AFFILIATES AND EMPLOYEES, RESPECTIVELY, SHALL BE LIABLE UNDER THIS AGREEMENT UNDER ANY LEGAL THEORY WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF DATA INCLUDING ARISING OUT OF THE USE OF OR INABILITY TO USE THE  SERVICES OR OTHER PECUNIARY LOSS EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY TO CUSTOMER'S LIABILITY FOR FAILURE TO PAY ALL FEES UNDER EACH APPLICABLE ORDER.

THE SOLE LIABILITY OF COMPANY, IT’S AFFILIATE'S, AND LICENSORS,  WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT, BY STATUTE OR OTHERWISE, FOR ANY AND ALL CLAIMS IN ANY MANNER RELATED TO THIS AGREEMENT, WILL BE THE PAYMENT OF DIRECT DAMAGES NOT TO EXCEED IN THE AGGREGATE THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR AN ORDER, IF CUSTOMER HAS PURCHASED THE COMPANY SERVICES THROUGH A PARTNER, CUSTOMER SHALL LOOK EXCLUSIVELY TO THE PARTNER FOR ANY RELIEF RELATING TO THE SERVICES OR VIOLATION OR BREACH OF THIS MSA.

12. DISCLAIMER OF WARRANTY   

1. COMPANY MAKES NO WARRANTY REGARDING THE SERVICES AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, INFORMATIONAL CONTENT, SYSTEMS INTEGRATION, INTERFERENCE WITH ENJOYMENT OR OTHERWISE. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
2. COMPANY ACKNOWLEDGES THAT THE PLATFORM EMPLOYS AI MODELS THAT ARE DESIGNED TO LEARN FROM THE DATA AND IMPROVE OVER TIME. AS SUCH, THE RESULTS OBTAINED FROM THE SERVICES MAY CHANGE AS THE AI MODELS CONTINUE TO LEARN AND IMPROVE. THE ACCURACY AND RELIABILITY OF THE RESULTS MAY ALSO BE AFFECTED BY THE QUALITY AND QUANTITY OF THE DATA PROVIDED BY THE COMPANY. COMPANY ACKNOWLEDGES THAT THE SERVICES ARE BASED ON INFORMATION, DATA, REQUIREMENTS AND CONTENT CONTAINED ON COMPANY'S WEBSITES AND/OR PROVIDED BY COMPANY. QUALIFIRE DOES NOT WARRANT THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE OPERATION OF THE PLATFORM WILL BE ERROR-FREE OR SECURE. QUALIFIRE ASSUMES NO RESPONSIBILITY FOR CONCLUSIONS AND DECISIONS MADE BY COMPANY SHOULD IT ELECT TO RELY (AT ITS SOLE DISCRETION) UPON ANY OUTPUT RESULTING FROM USE OF THE PLATFORM. THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL QUALIFIRE BE RESPONSIBLE FOR ANY FACTORS AFFECTING PERFORMANCE OF THE PLATFORM OR SERVICES, WHICH ARE BEYOND ITS REASONABLE CONTROL INCLUDING, BUT NOT LIMITED TO, INTERRUPTION OF SERVICE DUE TO INTERNET CONNECTIVITY, THIRD PARTY SERVICE PROVIDERS AND THE LIKE. 

13. GOVERNING LAW & JURISDICTION
    
    1. When Customer subscribes for the Company Services directly from the Company, this MSA is governed by the laws of the State of Israel without regard to conflict of law provisions thereof.  The courts of Tel Aviv, Israel shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this MSA and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts.
    2. When Customer subscribes to the Company Services from any of Company’s Partners, the laws of the State of Israel shall apply to this MSA, without regard to its conflict of law’s provisions.  The courts located in Tel Aviv, Israel shall have exclusive jurisdiction and venue to adjudicate any valid dispute arising out of this MSA and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts.  THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT.
14. GENERAL 
    
    1. Entire Agreement. This Agreement is the entire agreement between the parties regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications whether written or verbal, regarding the subject matter of this Agreement. Unless otherwise expressly provided, no provisions of this MSA are intended or shall be construed to confer upon or give to any person or entity other than Customer and Company, its Affiliates and successors or assignees any rights, remedies or other benefits under or by reason of the MSA; In case it is Customer’s practice to submit its own PO to comply with its procurement requirements, such PO will be viewed as a technical document which does not need to be accepted by Company and its terms will not bind Company. The terms and conditions of this MSA shall apply to all Order Form(s), orders and any additional or inconsistent terms appearing on purchase orders generated by Customer, if applicable, are not incorporated into this MSA and are not otherwise binding on Company. 
    2. Logos. Customer acknowledges that Company reserves the right to use Customer's trademarks, logo, and name for any marketing purposes, including press release, newsletter, website and social media, however, without compromising any confidential information of Customer.
    3. Changes to the Services. Company may make necessary technical or other changes to the Services and the provision of the Services on an as-needed basis. Where any such change would adversely and materially affect Customer, Company shall notify Customer, and the change shall only take effect upon renewal of Customer’s then current Subscription Term of the Services  or upgrade, or additional Services subscribed for  from Company.
    4. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.  Neither this MSA, nor any rights or obligations under this MSA, is assignable by Customer, without the prior written consent by Company. Company may assign this Agreement to any party without the consent of Customer.  Any unauthorized assignment will be void and of no force or effect; 
    5. Validity. In case any provision of this MSA shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby
    6. Exercise of Rights. No failure or delay on the part of Company or its Partners hereto in exercising any right, power or remedy shall operate as a waiver thereof, any waiver granted by Company and/or a Partner, hereunder must be explicit and in writing and shall be valid only in the specific instance in which given; 
    7. Notices. Any notice hereunder will be in writing to the notice address set forth in the Order Form: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered mail (return receipt requested); (iii) two (2) days after it is sent if by overnight delivery by a major commercial delivery service; or (iv) upon written approval of receipt by the receiving party if sent by email.  Either party may, by like notice, specify or change an address to which notices and communications shall thereafter be sent.

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