APPENDIX A – GENERAL TERMS

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These General Terms govern the relationship between Syte – Visual Conception Ltd. (“Syte“) and the party subscribing to Services under the Order Form (“Client“). The Order Form and together with these General Terms, the “Agreement“.

TopicTerms
ServicesSubject to the terms and conditions of this Agreement, Syte hereby grants to the Client a limited,  non-exclusive, non-assignable (except as provided in herein), non-sublicensable right and  license, commencing on the Subscription Start Date and continuing for the Term of the Agreement only, to use the Services. Syte will provide Client a software-as-a-service product(s), as hosted and maintained by Syte (and its third parties) and Services (all as defined and/or listed in the Agreement) for use solely on the Client Assets . Except as explicitly provided in this Agreement, Client may not use the Services for any other purpose. Syte shall be entitled, from time to time, to modify, replace, or discontinue the features and user interface of the Services.
Permitted Use and Users The Client may allow  use of the Services by end users who use and access the Client Assets (“Permitted Users“). Client shall be responsible for securing such Permitted Users consent to the terms of use and any other rights in connection with their use (including, without limitation, any materials and/or data provided by any of them and the use thereof) and Syte shall not have any liability and/or responsibility towards Permitted Users and/or legal relation to any Permitted User. Client and its Permitted Users may use the Services solely for the use case/s and/or features included for such Service as described in the Order Form. Client may not, and shall not permit access or use the Services for any illegal or abusive purposes, or to develop or create a similar or competitive product or service to any of the Services. Client will be responsible for all acts and omissions associated with its access and use of the Services and the access and use of the Services by employees, agents, contractors, end-users and any other third party who may access or use the Services on behalf, or at Client’s permission, including the Permitted Users.
Client RequirementsClient will provide Data or technical information, access to systems or networks required to fulfill the Agreement.Client is responsible for correct implementation of the Services according to the Syte’s instructions, and must ensure that all information provided to Syte is accurate and up to date to the best of Client’s knowledge. Any information provided to and/or collected by Syte may be used, inter alia, for usage charges and overages costs. Without limiting the foregoing, 
License RestrictionsAs a condition to the subscription to Services (the “Subscription”) and the license granted under Section 2 above, and except as expressly permitted otherwise under this Agreement, Client shall not do (or permit or encourage to be done) any of the following (in whole or in part): (a) copy, “frame” or “mirror” the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service or the Created Data (as defined below) to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Service or the Created Data; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use the Service and/or any data generated from the Service to develop any competitive service or product or any service or product that is the same as (or substantially similar to) the Service; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service or any other system; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of devices, simulations, projects, or Permitted Users that directly access or use the Service in order to circumvent the Subscription scope; (k) forge or manipulate identifiers in order to disguise the origin of any data or content inputted or uploaded to, or transmitted through, the Service by Client; or (l) take any action that imposes or may impose (as determined in Syte’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure
SupportSyte will provide support by email sent to [email protected] 
Pricing: 
Syte reserves the right on an annual basis to review and increase its fees by 5%. If Syte wishes to increase the fees payable under the Agreement, it will give the Client not less than 30 days’ advance notice of the change. The Client shall be entitled to terminate this Agreement by 30 days written notice to Syte, provided within 7 days from Syte’s notice of the updated terms, if it does not agree to this change.
WarrantiesClient represents and warrants that it owns or has all the relevant rights related to the Client Assets and Client Catalog in order for Syte to provide the Services.  Each party warrants to the other that it has the right to enter in this Agreement and grant the rights granted hereunder, that this Agreement does not conflict with any other agreement or obligations to which they are bound, and that it will comply with all applicable laws, rules, regulations and orders in connection with the performance of their obligations hereunder.     
8. LiabilityExcept for liability arising from breach of the confidentiality obligations under this Agreement or a party’s breach of the other party’s intellectual property rights or quasi intellectual property rights pursuant to this Agreement, neither party shall be liable for any indirect, consequential or special loss (including, without limitation,  any loss of profit, loss of business or agreements, lost production or operation time, loss of or corruption to data, loss of goodwill or anticipated savings, but only to the extent any such losses are indirect, consequential or special loss) however arising (whether from breach of agreement, tort (including negligence), breach of statutory duty or otherwise), whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility. Subject to (a) above, each party’s total liability arising out of or relating to this Agreement or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of agreement, tort (including negligence), indemnification, breach of statutory duty or otherwise) shall be limited, in aggregate for all claims arising, to the amount equal to the total amount actually received by Syte during the six (6) months before such loss or damage first occurred. This limitation of liability shall not apply to liability arising from breach of the confidentiality obligations under this Agreement, a party’s breach of the other party’s intellectual property rights or quasi intellectual property rights pursuant to this Agreement, or Client’s obligations to pay Syte the fees applicable under this Agreement for the Services.
9. Disclaimers The service and all other goods and services provided or made available hereunder are provided on an “as is” and “as available” basis, and all express, implied and statutory conditions and warranties (including without limitation any implied conditions or warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet possession, non-infringement, or quality of service, or that otherwise arise from a course of performance or usage of trade) are hereby disclaimed. Syte does not make any representation, warranty, guarantee or condition regarding the effectiveness, usefulness, reliability, completeness, or quality of the foregoing, or as regards compliance with any laws or regulations. Syte will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or for issues related to public networks or hosting providers.
10. ConfidentialityConfidential Information” means any non-public or proprietary information and materials provided by one party (the “Discloser”) to the other party (the “Recipient”) whether in tangible or intangible form. The pricing and payment terms under the Order Form shall be deemed Confidential Information of Syte.   The following will not be considered  Confidential Information: (a) information already known to the Recipient without an obligation of confidentiality, (b) information that is or becomes publicly known other than through a breach by the Recipient, (c) information that is rightfully disclosed to the Recipient by a third party having the lawful right to do so or (d) information that is independently developed by the Recipient without use of, or reliance upon, Confidential Information received from the Discloser. For clarity, Created Data and Service Data (as define below) are Syte’s Confidential Information.  The Recipient shall not disclose or make available the Discloser’s Confidential Information to any third party, except to its employees, advisers, agents and investors subject to substantially similar written confidentiality undertakings. Recipient shall take commercially reasonable measures, at a level at least as protective as those taken to protect its own Confidential Information of like nature (but in no event less than a reasonable level), to protect the Discloser’s Confidential Information within its possession or control, from disclosure to a third party. The Recipient shall use the Discloser’s Confidential Information solely for the purposes expressly permitted under this Agreement, and only for the purpose of the proper performance or enforcement of this Agreement. In the event that Recipient is compelled by law, regulation, or governmental or judicial order to disclose Discloser’s Confidential Information, Recipient will (a) promptly provide Discloser with a prior notice of such compelled disclosure (to the extent legally permitted), (b) provide reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure, and (c) only disclose to the extent required by such law, regulation or order (as the case may be). Upon termination of this Agreement, or otherwise upon written request by the Discloser, the Recipient shall promptly return to Discloser its Confidential Information (or if embodied electronically, permanently erase it), and certify compliance writing, except for retaining data for legitimate business purposes or as required under the applicable law, including under tax related requirements, account settling, record keeping, archiving and legal issues.
11. Intellectual PropertySyte is and shall be the sole and exclusive owner of all right, title and interest in and to the Services, including all related software and intellectual property, and in particular, Syte’s proprietary visual search and/or other technology, know-how and systems (the “Technology”), and any feedback related thereto. In addition, the parties acknowledge and agree that Created Data and Service Data (as defined below) are protected under intellectual property rights and/or quasi intellectual property rights within this Agreement. Syte is the exclusive owner, in perpetuity, of all right, title and interest (including intellectual property rights and quasi intellectual property rights) in and to all software, databases, Created Data, Service Data (as defined below) and other aspects and technologies provided by Syte related to the Technology, and any modifications or enhancements thereto. Client acknowledges that Syte shall retain all proprietary rights (including intellectual property rights and quasi intellectual property rights) in the Technology (including all software, source codes, modifications, updates and enhancements thereof), Created Data, Service Data (as define below), Syte trademarks, or any derivatives thereof, and any other trademarks and logos which are owned or controlled by Syte and made available to Client under this Agreement. Client shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Syte to ensure and/or provide Syte the ownership and quasi-ownership rights set forth in this paragraph. Syte shall be entitled, from time to time, to modify and replace the features (but not material functionalities, unless it improves the material functionality) and user interface of the Service. 
12. DataClient is responsible for securing all usage rights and licensing clearances for its raw product catalog and any related metadata  (“Client Catalog”) that it feeds into the Services and/or which are available on its Client Assets and/or any Permitted Users data and/or materials made available on the Services. Client warrants that it is, and shall be, the sole and exclusive owner of all raw data and information actively inputted or uploaded to the Service by Client including Client Catalog (“Client Data“). Client represents and warrants that Syte’s (and its hosting provider’s) processing of Client Data and/or Permitted Users’ content and/or data will not infringe, misappropriate, or violate any third party’s rights or any law or regulation. Notwithstanding anything to the contrary in this Agreement, Syte has the right to collect and use Service Data (defined below) to develop, improve, support, and operate its products and services during and after this Agreement. The foregoing right does not give Syte the right to identify Client as the source of Service Data without prior written permission from Client.  “Service Data” means the data, other than Client Data, that Syte collects and processes in the course of providing the Services, about the use of the Service, its performance, compatibility and interoperability, and any bugs, errors and malfunctions therein.  “Created Data” means any data indicative of the Technology’s performance or results, including the enriched-data that the Technology generates and add to Tagged Images and/or the Deep Tagging Suite output and/or results. The Client is strictly prohibited from using any Created Data for any purpose or under any circumstances other than within the scope of the Client’s use of the Services. Such prohibited use includes use of the Created Data for Client’s own software development or software enhancement purposes. Any such prohibited use is deemed infringement of Syte’s intellectual property rights and/or quasi intellectual property rights in the Created Data.
13. TerminationEither party may terminate the Agreement with immediate effect if:  1) the other materially breaches any term of the Agreement and it is not possible to remedy that breach (including a party’s infringement of the intellectual property rights or quasi-intellectual property rights of the other party); 2) the other party materially breaches any term of the Agreement and it is possible to remedy that breach, but the other party fails to do so within 14 days of being requested in writing to do so (except that for payment defaults, which must be remedied within 7 days); or 3)   the other party becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed,  or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so. Termination or expiration of this Agreement for any reason shall not affect provisions that by their nature survive such termination or expiration, and does not preclude any other relief or remedy available to the terminating party for the other party’s breach. Syte reserves the right to suspend or terminate this Agreement and Client’s access to the Products and Services if Client’s account becomes delinquent. Delinquent payments are subject to the interest of 1% per month, compounded quarterly, on any outstanding balance
14. AssignmentClient may not assign the Agreement or its rights hereunder without Syte’s prior written consent, and any assignment without such prior written consent will be void. Syte may freely assign its rights and obligations herein. Subject to any provisions herein with regard to assignment, all covenants and agreements herein shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto.
15. NoticesAll notices and consents relating to this Agreement must be in writing. Notices shall be sent via e-mail or any other form of electronic transmission and shall be treated as having been delivered on the business day following the date of an electronic transmittal confirmation. 
16. Governing Law / JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its rules regarding conflict of laws. The competent courts located in the district of Tel-Aviv, Israel, shall have exclusive jurisdiction with respect to any claims or disputes arising out of or concerning this Agreement. Notwithstanding the foregoing, Syte may seek equitable relief in any court of competent jurisdiction. Except to protect or enforce Syte’s intellectual property or proprietary rights or Client’s confidentiality or payment obligations, no action, regardless of form, under this agreement may be brought by either party more than one (1) year after termination of this Agreement.
17. MiscellaneousThis Agreement constitutes the entire understanding between the parties and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. This Agreement may not be amended or modified, except by the written consent of both parties hereto. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof. If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, the validity or enforceability of any or all of the remaining portions shall not be affected. Syte and Client may mutually agree to issue press releases regarding the relationship between the parties, and the formation of the Syte Services for Client. Such press releases may be issued no earlier than 30 days of the Subscription Start Date, provided such releases have been reviewed and approved by both parties prior to issuance. Client agrees to serve as a reference for Syte in the marketplace. Syte may use Client’s name and logo on Syte’s website and promotional and marketing materials and will use such name and/or logo in accordance with  Client’s  trademark  and/or  brand guidelines, if and as provided to Syte. 

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