TERMS AND CONDITIONS OF SERVICE Last Updated: March 29, 2020 Kindite Ltd. (“Kindite”) provides a proprietary software as a service which creates a zero-trust infrastructure for cloud-based applications (the “Platform”) enabling them to run seamlessly over client-side encrypted data, avoiding the need for server-side decryption and all while maintaining essential cloud-based application operability (the “Services”). You may access the Platform and use the Services solely in accordance with the terms and conditions hereunder. 1. Acceptance of the Terms These terms and conditions of service (these “Terms”) constitute a legal agreement between you (either an individual or a legal entity that will use the product and that you represent as an employee or authorized agent) and Kindite, with respect to your access to the Platform and your use of the Services, as of the effective date of your account registration (the “Effective Date”). Each of Kindite and you may be referred to herein individually as a “Party” or collectively as the “Parties”. “You” or “Your” means a user of the Services. PLEASE READ CAREFULLY THESE TERMS AND CONDITIONS. BY ACCEPTING THESE TERMS THROUGH YOUR ACCOUNT REGISTRATION AND/OR USE OF THE SERVICES, YOU AGREE TO COMPLY WITH AND BE BOUND BY CONDITIONS OF THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, TO USE THE SERVICES ON BEHALF OF SUCH ENTITY AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THESE TERMS SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THESE TERMS, YOU MAY NOT USE THE SERVICES. 2. Use of Services In order to use the Services, you must register through the Kindite website and open an account (the “Account”) using a valid email address. Kindite will send you an email containing a secure weblink to an executable file that will allow you to download Kindite’s Local Encryption Module (“LEM”) onto your computer, mobile or application server, as applicable. For proper installation of the LEM on to your device, follow the directions provided by Kindite in the registration email. Once properly installed, the LEM will perform Kindite’s proprietary client-side encryption and decryption protocols, in accordance with these Terms and the Documentation (as defined below) provided by Kindite. Upon Kindite’s acceptance of your Account registration and for the duration of your use of the Services (the “Term”), you have the nonexclusive, revocable, non-assignable, non-transferable, limited right to use the Platform to receive the Services solely for your internal business operations (and not for any further commercialization) and subject to the terms contained hereunder. You may only access the Platform via individuals who are authorized by you, in accordance with these Terms, to access and use the Platform on your behalf (“Authorized Users”). You and your Authorized User(s) may only access and use the Services through the Account login credentials issued to you by Kindite during registration (“Login Credentials”). You are solely responsible for maintaining the confidentiality of your Account information, including the Login Credentials, and for all activities that occur under such Login Credentials, including for any unauthorized use of such Login Credentials or any other breach of security, or any related damage or loss, including via your Authorized Users. Kindite may make available to you end-user documentation made generally available by Kindite for use with the LEM, the Platform or the Services, whether published on-line or provided in hard copy (the “Documentation”). You may print or copy the Documentation as needed for your own internal business purposes provided that all copyright notices are included therein. The Documentation shall be considered as Kindite's Confidential Information. Unless the Documentation is separately referred to herein, all references in these Terms to the LEM, Platform and/or Services shall include the Documentation. Third Party Components. In accepting these Terms, you confirm and acknowledges the utilization of third-party software and components, including without limitation components licensed under free or open source licenses as detailed in www.kinidte.com/license (“3rd Party Components”), in the Platform and Services, including without limitation in the LEM. You acknowledge that such 3rd Party Components are being installed with your consent. Such 3rd Party Components are utilized on an "AS IS" basis without any warranty whatsoever and Kindite hereby expressly disclaims all warranties of any kind with respect to any such 3rd Party Components, to the maximum extent permitted by applicable law. 3. Use Restrictions Except as expressly permitted hereunder, the rights granted in Section 2 are subject to the following restrictions and you may not, nor shall you authorize or assist any Authorized Users or third parties to: (i) modify, alter, create derivative works from, reverse engineer, decompile, or disassemble any part of the LEM or Services, nor attempt in any other manner to obtain the source code or otherwise reduce to human-perceivable form any part of the LEM or Services; (ii) frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (including any documentation which accompanies the Services) in any form or media or by any means; (iii) remove any proprietary notices, labels, or marks on or in any part of the Services or Documentation, including without limitation any trademark or copyright notices; (iv) disclose the results of testing or benchmarking of the Services to any third party, or access or use the Services or any part thereof in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to Kindite’s; (v) sublicense, rent, or lease, host, outsource, display, or commercially exploit any part of the Services, or use the Services to provide services to third parties; (vi) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation; (vii) use the Services in any manner not expressly authorized by these Terms; (viii) take any actions which (a) would disable the Services or impair in any way their operation based on the elapsing of a period of time, the exceeding of an authorized number of copies, or the advancement to a particular date or other numeral (referred to as “time bombs”, “time locks”, or “drop dead” devices), (b) would prevent Kindite to access the Services for the purposes of its operations, or (c) infringe or violate any of these Terms. 4. Fees In consideration for the grant of the licenses and rights herein and the provision of the Services during the applicable Term, you shall pay Kindite the amounts set forth on each monthly invoice (“Fees”). Payment Terms. Within thirty (30) days from the issue date of the invoice, you shall pay Kindite, all amounts referenced in such invoice. Any payment not received by Kindite within such period shall accrue interest at a rate of one percent (1%) per month, or the highest rate allowed by applicable law. Unless otherwise provided, all Fees are non-cancellable and non-refundable. All Fees are stated and payable in US Dollars, and are exclusive of VAT, which shall be added to Kindite’s invoice(s) at the appropriate rate. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with these Terms or your receipt or use of the Services, except for taxes based on Kindite’s net income. You agree to make all payments due under each invoice and these Terms without set-off or counterclaim and free and clear of any withholding or deduction (save as required by law) for any present or future taxes and/or duties. 5. Intellectual Property You retain all ownership and intellectual property rights in and to all data you provide to or make available to Kindite during your use of the Services or any information required for the registration process (collectively, “Customer Data”). You hereby grant Kindite the non-exclusive, worldwide, royalty-free, irrevocable, perpetual, fully paid-up, transferable, license to use, process, edit, host, store, reproduce and modify your Customer Data (i) in order to provide the Services to you, (ii) to allow Kindite to perform its obligations to you in accordance with these Terms, and (iii) in aggregate anonymized form for Kindite’s internal business purposes. You agree that Kindite may use your name and/or logo on Kindite's website and in Kindite's promotional materials as a user of the Services, unless you notify Kindite otherwise in writing. You acknowledge and agree that Kindite and/or its licensors own the Services, the Platform, the LEM, the Documentation, and Kindite Confidential Information or any part of the foregoing (collectively, “Kindite IP”), including any updates, upgrades, improvements, copies, emulations, modifications, adaptions, enhancements, or derivative works thereof and all intellectual property rights in the aforementioned. Except as expressly stated herein, these Terms does not grant you or any Authorized Users any rights or licenses in respect of the Kindite IP or other intellectual property of Kindite. “Kindite” and all logos and other proprietary identifiers used by Kindite in connection with the Platform and Services are all trademarks and/or trade names of Kindite, whether or not registered. In the event that you provide to Kindite any suggestions, comments and/or feedback (collectively, “Feedback”) regarding the Platform or Services or any other Kindite IP, you hereby grant Kindite the full right to freely use such Feedback in any way and, accordingly, all rights to any improvements and/or enhancements to the Platform or Services, howsoever arising, including as a result of any ideas, input or information provided by you as aforesaid, shall vest solely with Kindite. 6. Your Obligations You represent that during the Term, you shall: (i) hold and any necessary rights, licenses, consents and/or permissions to allow the Kindite and its service providers to perform their obligations under these Terms including without limitation, the use of your Customer Data by Kindite and its service providers as contemplated hereunder; (ii) comply with all applicable laws and regulations with respect to your activities under these Terms; (iii) ensure that your network and systems comply with the relevant specifications provided by Kindite from time to time; (iv) be solely responsible for your use of the Platform and Services, including without limitation the administrative encryption settings and parameters you set for your organization in accordance with your own requirements and specifications. You acknowledge and agree that the Kindite Services for your Account are managed and administered solely by the Authorized User initially designated during your Account registration process and any other Authorized Users subsequently designated by you and provided administrative access to the Platform thereafter. Kindite does not independently monitor or have direct access to any underlying content, data or information controlled or managed by you unless such data is specifically designated by you or your Authorized Users under your Account as data meant for the encryption Services. With the exception of the your (including your Authorized Users’) personal contact information, required by Kindite and provided by you, in connection with the registration process and/or the provision of the Login Credentials process, you hereby warrant and represent that the Customer Data does not, and shall not through-out your use, include any information which may be deemed Personal Information (as defined below) by applicable law or regulation. Without derogating from the aforementioned, and in the event that the Customer Data includes, despite the explicit aforementioned limitation, any information which may be deemed Personal Information under applicable law or regulation (collectively, “Excess Information”), you and not Kindite shall be fully responsible for any use, processing, editing, hosting, transferring, storing, reproducing, modifying of such Excess Information, and you hereby represent and warrant that you have provided sufficient notices and obtained all necessary or advisable consents required from any third-party and you otherwise have the lawful basis upon which to share the Excess Information, including any Personal Information, included therein with Kindite and its affiliates, and to make any and all uses as otherwise contemplated under these Terms. For the purposes of these Terms, “Personal Information” shall mean all information and data of any kind collected, received, held, accessed, maintained, stored, processed, controlled or used, that under applicable law is considered to be personal data or individually-identifiable information from or about an individual, including, but not limited to, an individual’s: (a) personally identifiable information (e.g., name, address, telephone number, email address, financial account number, government-issued identifier, and any other data used or intended to be used to identify, contact or precisely locate a person), (b) Internet Protocol address or other online or persistent identifier, (c) ”Personal Data” as defined by the GDPR and applicable data protection or privacy laws and regulations to which the you or Kindite are subject. Without derogating from the aforementioned, in the event Personal Information is included in the Customer Data, you shall take all necessary measures to ensure and hereby represent and warrant to Kindite that: (i) you remain at all times fully responsible for all activities that occur in connection with your Customer Data; (ii) that the Customer Data does not contain any of your confidential or trade secret information; and (iii) that, in the event that you provide any third-parties’ data or information (including, without limitation, data belonging to your employees, suppliers, customers and/or contractors), you have obtained all necessary and advisable consents to do so. 7. Indemnification Kindite’s Indemnification. Kindite shall defend, indemnify and hold you harmless from and against any damages, liabilities, costs and expenses awarded by a court to a third party claiming that the Services infringe such third party’s intellectual property rights (“Infringement Claim”), provided you do the following: (i) notify Kindite promptly in writing, not later than thirty (30) days after you receive notice of the claim (or sooner if required by applicable law), (ii) give Kindite sole control of the defense and any settlement negotiations; and (iii) give Kindite the information, authority, and assistance Kindite needs to defend against or settle the claim. Kindite shall have the sole right to control the defense of such Infringement Claim and all related settlement negotiations. If Kindite believes or it is determined that the Services may be subject to an Infrigement Claim, Kindite may choose to either modify the Services to be non-infringing (while substantially preserving their utility or functionality) or obtain a license to allow for continued use, or if in Kindite’ sole discretion these alternatives are not commercially reasonable, Kindite may terminate these Terms and refund any unused, prepaid Fees paid by you for the Services, if any, or waive Fees that may be due. Notwithstanding anything to the contrary contained hereunder, Kindite will not indemnify or defend you for any Infringement Claim that is based on: (i) any modification to the Services or LEM by anyone apart from Kindite, without the prior written consent of Kindite; (ii) use of the Services not in accordance with these Terms, the Documentation or other instructions provided by Kindite; (iii) use of the Services with hardware or software that does not meet the minimum requirements set forth in the Documentation, and/or that has not been preapproved by Kindite; or (iv) any information, design, specification, instruction, software, data, or material not furnished by Kindite. Your Indemnification. You shall indemnify, defend, and hold Kindite, including its officers, employees, agents and affiliates harmless from and against all costs, damages, losses and expenses (including reasonable attorneys’ fees and other legal expenses) resulting from any third-party claims that: (i) Customer Data or any part thereof violates any third party rights, including without limitation infringement or violation of intellectual property rights or privacy rights; (ii) a claim that you failed to obtain any necessary permit, license or consent required of you in connection with these Terms, including with respect to the Customer Data; and/or (iii) your violation or alleged violation of any of your warranties, representations and/or obligations under these Terms. 8. Confidentiality By virtue of these Terms or provision of the Services, the Parties may have access to information that is proprietary or confidential to one another (“Confidential Information”). A Party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on the disclosure; or (d) is independently developed by the other Party without use of or reference to the Confidential Information. The Parties agree to hold each other’s Confidential Information in strict confidence for a period of five years from the date of disclosure and to only use such Confidential Information as necessary for performance under these Terms. Also, the Parties agree to disclose Confidential Information only to those employees or agents who have a need to know such information and are required to protect it against unauthorized disclosure in a manner no less protective than under these Terms. The Parties each acknowledge and agree that a violation of confidentiality undertakings in these Terms may cause significant harm to the disclosing Party. In addition to any other rights and remedies disclosing Party may have, receiving Party agrees that an injunction (whether temporary, preliminary or final) shall be entered in a court of competent jurisdiction against it upon the request of disclosing Party, without bond. 9. Privacy Policy Kindite respects the privacy of its visitors and users and is committed to protect the information you share with it. Our policy and practices and the type of information collected are described in our Privacy Policy. If you intend to connect to, access or use our Platform or Services you must first read and agree to the Privacy Policy. 10. Disclaimer and Warranties Kindite warrants and represents that, when used in accordance with these Terms and the Documentation, (i) the Platform and Services, to the best of Kindite’s knowledge, do not infringe upon the intellectual property rights of any third party, and (ii) the Services will substantially conform to the Documentation. If the Services does not substantially conform to the Documentation, Kindite will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance, provided that you (a) have fully paid all applicable Fees due, (b) are not otherwise in breach of these Terms, and (iii) have reported in writing to Kindite the claimed nonconformity promptly upon discovery. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the warranty set out above. The aforementioned warranty shall not apply to any problem caused by: (i) any modification or provision of the Services by anyone apart from Kindite, without the prior written consent of Kindite; (ii) use of the Services not in accordance with the Documentation or other instructions provided by Kindite; (iii) use of the Services with hardware or software that does not meet the minimum requirements set forth in the Documentation, and/or that has not been preapproved by Kindite; (iv) any computer virus or similar malicious code in the Services, which is introduced into the Services by you or your Authorized Users or any other third party; (v) any errors by you, Authorized Users on your behalf and/or errors due to requests and/or specifications provided by you that are inconsistent with the Documentation, including problems caused by incorrect configuring or a failure to perform the required administrative obligations contained in the Documentation or instructions provided by Kindite. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, YOU UNDERSTAND AND AGREE THAT THE PLATFORM AND SERVICES, INCLUDING WITHOUT LIMITATION THE LEM, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER AND KINDITE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND GUARANTEES, WHETHER ORAL OR WRITTEN, IMPLIED, EXPRESS OR STATUTORY, WITH REGARD TO THE PLATFORM, THE SERVICES, THE LEM, THE DOCUMENTATION AND ANY 3RD PARTY COMPONENTS IN ANY OF THE ABOVE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NO LICENSOR DEALER, DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT KINDITE DOES NOT GUARANTEE THAT THE PLATFORM OR THE PERFORMANCE OF THE SERVICES WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF ANY PROGRAM LIMITATIONS OR FAILURES, OR THAT THE PLATFORM AND/OR ANY FEATURE AVAILABLE THEREIN (WHETHER OR NOT CONFIGURABLE BY YOU) AND/OR ANY INFORMATION OBTAINED BY YOU THROUGH THE USE OF THE PLATFORM WILL MEET AND/OR PERFORM IN ACCORDANCE WITH YOUR REQUIREMENTS, SPECIFICATIONS, EXPECTATIONS, CONFIGURATIONS AND/OR GOALS, OR THAT KINDITE WILL CORRECT ANY OR ALL PRODUCT ERRORS, DEFICIENCIES AND/OR NON-CONFORMANCES. YOU ACKNOWLEDGE THAT KINDITE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. KINDITE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 11. Limitation of Liability UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT OR LOSS RESULTING FROM BUSINESS INTERRUPTION OR LOSS OF DATA, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. EXCEPT FOR CASES OF GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, IN NO EVENT WILL KINDITE’ AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR ANY SERVICES (WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, TORT OR OTHERWISE) EXCEED THE AGGREGATE FEES PAID BY YOU TO KINDITE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION ARISES. SUBJECT TO APPLICABLE LAW, YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION BROUGHT BY YOU OR ANYONE ON YOUR BEHALF, ARISING OUT OF OR RELATED TO USE OF THE SERVICES OR TO THESE TERMS, MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. 12. Amendments to the Terms Kindite may change the Terms from time to time, at its sole discretion and without any notice. Kindite will notify regarding substantial changes of these Terms on the homepage of the Kindite website. Such substantial changes will take effect seven (7) days after such notice was first provided on any of the above-mentioned methods. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. 13. Termination The Services provided under these Terms shall be provided for the period of your continued Account activity unless earlier terminated in accordance with these Terms. All rights and licenses granted to you under these Terms shall immediately terminate upon expiration or termination of the Term, and you shall (i) cease all use of the Services, and delete and purge all traces of the Services, including without limitation the LEM, from your systems and custody, (ii) return all Confidential Information in your possession, and (iii) pay to Kindite all Fees accruing prior to the date of termination or expiration of these Terms. You can terminate at any time, for any reason, by canceling your Account and ceasing to use the Services, in accordance with the instructions provided by Kindite. Kindite may terminate these Terms and cancel your Account at any time, for any reason, upon the provision of thirty (30) days’ written notice to you. These Terms automatically terminate if you (i) fail to make timely payments of any Fees due, (ii) otherwise breach these Terms and such breach is not cured within fifteen (15) days of Kindite’s written notice of breach or is otherwise not able to be cured, or (iii) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. This Section 12 and Sections 3-5, 7-12 and 14 shall survive the termination or expiration of these Terms. 14. Miscellaneous Notices. You agree that Kindite may send notices to you by email at the email address you provide when registering your Account (or which you later update). All notices to Kindite hereunder shall be in writing, delivered by email with notice of receipt requested, at: info@kindite.com. A notice shall be effective upon the date of sending if sent by email. No Relationship. Nothing in these Terms shall in any way be construed to constitute you or Kindite as an agent, partner, joint-venture, employee or representative of the other, and both you and Kindite shall remain independent contractors. Assignment. You may not assign these Terms or an interest in them to another individual or entity, without the prior written consent of Kindite. Subject to the foregoing, these Terms shall bind and inure solely and exclusively to the benefit of the Parties hereto and their successors and assigns, and not to the benefit of any third party whatsoever. Force Majeure. Each of the Parties will be excused for delays in performing or from its failure to perform hereunder (other than delays in the payment of money) to the extent that the delays or failures result from causes beyond the reasonable control of such Party; provided that, in order to be excused from delay or failure to perform, such Party must act diligently to remedy the cause of the delay or failure. No Waiver. No waiver by either a Party of any breach of these Terms will constitute a waiver of any other breach of the same or other provisions of these Terms. No waiver by a Party will be effective unless made in writing and signed by an authorized representative of that Party. Entire Agreement. These Terms (including reference to information contained in a URL or referenced policy), together with any outstanding invoice executed pursuant thereto, constitutes the entire agreement and understanding of you and Kindite relating to the subject matter hereof. These Terms supersede all prior written and oral agreements and all other communications between you and Kindite. Severability. If any provision in these Terms is found by court of competent jurisdiction to be invalid or unenforceable in any circumstance, its application in any other circumstances and the remaining provisions of these Terms will not be affected thereby. Governing Law. These Terms and any relevant invoice and any claim arising from these Terms or any relevant invoice will be governed by and interpreted in accordance with the laws of the State of Israel, without regard to conflicts of laws and principles. Any and all actions brought to enforce or resolve any dispute arising out these Terms must be brought exclusively in courts having jurisdiction in Tel-Aviv-Jaffa, Israel and each Party hereby consents to and agrees to submit to the exclusive personal jurisdiction and venue of such courts. 15. For information, questions or notification of errors, please contact: If you have any questions (or comments) concerning these Terms, you are most welcomed to send Kindite an e-mail at: info@Kindite.com, and we will make an effort to reply within a reasonable timeframe.