TERMS OF SERVICE

These Terms of Service ("Terms") govern the relationship between you ("You" or the "Company") and Bringoz Technologies Ltd. and its subsidiaries, representatives, affiliates, officers and directors (collectively, "Bringoz"). These Terms also govern your access or use of the applications, websites, content, products and services made available by Bringoz. Please read these Terms carefully, as they constitute a legal agreement between you and Bringoz. In these Terms, the words "including" and "include" mean "including, but not limited to".

BACKGROUND: Bringoz is a modular SaaS technology platform for businesses, providing end-to-end solutions to logistics-oriented businesses, streamlining the operational processes (the "Platform"), to which Bringoz shall provide access to the Company (the "Services"). These Terms set forth the terms and conditions pursuant to which Company shall obtain such Services from Bringoz.

Your use of the Platform and/or Services are provided by Bringoz pursuant to a separate manually or digitally-executed agreement. Any additional terms are part of your agreement with us and any differences in the separately executed agreement will supersede the terms provided below.

1.	Services. Subject to the terms and conditions of these Terms, Bringoz shall provide you with the Services on a non-exclusive basis. The software is provided as a SaaS service and you are not entitled to any other software (including any other executable or source code) from Bringoz. It is Company's responsibility to obtain all necessary hardware and equipment needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, and the like (collectively, "Equipment"). Company is responsible for the security and good working order of all Equipment. It is further clarified that Bringoz provides the Platform for streamlining logistics, but Company shall be fully responsible for actual coordination and execution of such logistics. 

2.	Restrictions. You may use the Services for your own commercial purposes, but you may not otherwise sell, rent, market, distribute, sublicense or otherwise grant to any affiliate or third party any right to use the Services, or use the Services as part of a timeshare or service bureau arrangement or to provide remote processing or similar services to any third party. For clarity, Company’s subsidiaries and affiliated companies may not use the Services unless set forth otherwise in a direct agreement with Bringoz. You shall not and shall not permit any third party to (a) reverse engineer, disassemble, decompile, or attempt to find the underlying source code, algorithms or techniques of the Services; (b) bypass or circumvent any security measure or access control measure of the Services; (c) interfere with or disrupt the operation of the Services or obscure any portion of the online portal of the Services; (d) use the Services for the purpose of transmitting malware or viruses; (e) modify, adapt, translate or create derivative works based on the Platform or associated documentation; (f) use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tool, program, algorithm or methodology to access, acquire, copy or monitor the Platform or any portion of the Platform; (g) post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Platform. You must use the Services in compliance with applicable law, including applicable law concerning the sending of electronic messages. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Bringoz in writing in each instance prior to engaging in the activities set forth above.

3.	Intellectual Property. Bringoz has all right, title and interest in the Services, all software used to provide the Services, all enhancements, improvements, customizations, and modifications thereof (including any of the foregoing in respect of which Company has made payment to Bringoz) and all intellectual property in all of the foregoing ("Bringoz Property"). Bringoz does not request your feedback regarding the Bringoz Property. Notwithstanding the foregoing, if you provide Bringoz with any feedback regarding the Bringoz Property, Bringoz may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. 

4.	Payment. In consideration for the use of the Services, you shall make payment to Bringoz in the amount and in the manner agreed in writing between you and Bringoz in a separate written services order (the "Services Order"), which is governed by the terms and conditions in these Terms. Unless set forth otherwise in the Services Order, amounts set forth therein do not include applicable taxes required by law, including but not limited to sales and excise taxes, and other taxes, which shall be paid by you and which are your sole responsibility. You shall make payment using reasonable means of payment as may be indicated by Bringoz from time to time. You shall make payment to Bringoz without deduction or withholding of any taxes or other government charges, except as required by law. If any deduction or withholding is required by law, you shall make payment of additional amounts as required to ensure that Bringoz received the full amount due hereunder. Late payments shall bear interest at the rate of 18% per annum. 

5.	Data. Bringoz collects data concerning the use of the Platform by Company, including Personal Data (as defined in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 ("GDPR") relating to the Company, its personnel, service providers, drivers, and customers. To the extent Company provides or gives Bringoz access to any Personal Data that is subject to the GDPR, the Company shall be considered a Controller (as defined in the GDPR) of such Personal Data and Bringoz shall be considered a Processor (as defined in the GDPR) on its behalf and shall process Personal Data in accordance with the Data Processing Agreement attached hereto as Exhibit A ("DPA"), which is incorporated herein. Bringoz may use Personal Data for the purpose of providing the Platform and Services as contemplated hereunder, including for customer support purposes, testing, reports for the customer, internal reports needed in order to provide the Services, and billing. In addition, Bringoz may compile anonymized and aggregate information ("Anonymous Data"). Bringoz may use Anonymous Data for its own purposes, such as improvement of the Platform and Services and may share Anonymous Data with its partners pursuant to commercial terms that it shall determine in its sole discretion. In the event the Company requests integration of the Platform with a third-party solution, Personal Data may be transferred to such third party operating such third party solution as requested by the Company.  

6.	Warranties; Disclaimer. 

6.1.	Each party represents and warrants that it has sufficient authority and right to enter into these Terms and that the execution of these Terms and the performance of its obligations hereunder will not conflict with its contractual obligations to any third party. 

6.2.	Company further represents that it has provided all necessary notices and shall maintain throughout the term of the Terms and the DPA, all necessary rights to provide Bringoz with Personal Data for the processing to be performed in relation to the Platform as contemplated hereunder. To the extent that Company is required to obtain any consents for the processing of Personal Data, it represents that it has obtained and shall retain records of such consents in accordance with applicable law.

6.3.	Except for the express representations and warranties made in these Terms, Bringoz disclaims all implied and statutory warranties, including, but not limited to any implied warranty of merchantability, fitness for a particular purpose or non-infringement in respect of the Platform and/or the Services.

6.4.	Except what has been specified in these Terms, the Platform is provided "as is". Bringoz does not guarantee that the Platform will fulfill all of the Company’s requirements nor that the Service will be continuous and error-free.

7.	Indemnification. Company shall defend and indemnify Bringoz and its affiliates, officers, directors and employees from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys' fees) which Bringoz may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to the actions or omissions of Company or the Company's use of the Services, including, without limitation, breach of its representations and undertakings with respect to Personal Data. 

8.	Availability. Bringoz does not guarantee that the Services will be operable at all times or during any down time (i) caused by power outages to any public Internet backbones, networks or servers, (ii) caused by downtime of one of the third parties, such as Google Cloud Services, which are used for provision of the Services, or downtime of one of the third party integrations requested by the Company, (iii) caused by any failures of your Equipment, systems or local access services, (iv) for previously scheduled maintenance, or (v) relating to events beyond Bringoz’s control, such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Bringoz, its subcontractors, or its servers are located. 

9.	Limitation of Liability.

9.1.	In no event shall Bringoz, its directors, officers, or employees be liable for any consequential, indirect, special or punitive damages arising out of or relating to the Services or the arrangements contemplated herein or from the actions of third parties in connection with the Services contemplated herein, including in connection with third parties' provision of cloud services or third-party integrations. 

9.2.	Bringoz has no liability for any claims or investigations resulting from Company’s use of the Platform or Services not in compliance with applicable law. 

9.3.	IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF BRINGOZ, ITS DIRECTORS, OFFICERS, OR EMPLOYEES EXCEED THE AMOUNT PAID BY THE COMPANY TO BRINGOZ IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE.

10.	Force Majeure. A party shall be excused from a delay in performing, or a failure to perform, its obligations under these Terms to the extent such delay or failure is caused by the occurrence of any contingency beyond the reasonable control, and without any fault, of such party (each, a "Force Majeure Event"). Force Majeure Events include interruptions in the services provided by Bringoz’s third-party service providers. In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the Force Majeure Event.

11.	Term. The term of these Terms shall commence on the date these Terms were accepted by the Company and shall continue for the initial term set forth in the Services Order (the "Initial Term"). Following the Initial Term, unless set forth otherwise in the applicable Services Order the term shall automatically renew for consecutive periods of 12 months each (each, a "Renewal Term" and, together with the Initial Term, the "Term"), unless either party has provided written notice of its intent not to renew the term at least 90 days prior the applicable Renewal Term. If any pricing provided by Bringoz is subject to a minimum commitment term, Company may not terminate the Terms prior to the expiration of such term. In addition, Bringoz may terminate these Terms upon written notice, partially or completely, if Company materially breaches these Terms, including breach of payment terms, and such breach is not cured within 10 days of Company’s receipt of written notice thereof, or if Bringoz determines at any time that the provision of the Services would have a material adverse effect on Bringoz’s business interests. Upon any termination of these Terms with you, you shall cease all use of the Services and Bringoz shall cease making the Services and any functionality thereunder available to you. Sections ‎3, ‎5‎, ‎6, ‎7, ‎9 and ‎12 of these Terms and any payment obligations existing and accrued prior to the termination of these Terms, shall survive any expiration or termination of these Terms for any reason. 

12.	Confidentiality. 

12.1.	"Confidential Information" shall mean any and all knowledge, data or information that has come to either parties’ knowledge in connection with and/or during the engagement, prior or during the Term, including, but not limited to data, techniques, methods, procedures, products, modules protocols or results, financial, technical information, customer data, disclosed by one party to the other in connection with the provision of the Services, whether or not identified as confidential at the time of disclosure, the disclosure of which is reasonably necessary for use of the Platform.

12.2.	The receiving party shall have the right to use the Confidential Information solely for the purpose of fulfilling the obligations described in the agreement.

12.3.	The parties agree that the Confidential Information be kept confidential throughout the Term and for a period of two years following termination of the Terms.

13.	Publicity. 

13.1.	You agree that Bringoz has the right to reveal the fact that you are using the Services, including by displaying your name and logo in the website and other printed or digital marketing and public relations materials of Bringoz. 

13.2.	You shall agree to include the text "Powered by Bringoz" in the screen shown to any end user of the Services, on vehicles providing service or on any relevant physical or digital media.

14.	Miscellaneous. The Services Order, Terms of Service and all exhibits included in the direct agreement signed between Bringoz and you, constitute the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties regarding the subject matter hereof. Except as expressly set forth herein, these Terms may not be modified or amended except in a writing executed by both parties. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms. The Company may not assign its rights or obligations hereunder. Bringoz may assign its rights or obligations hereunder without the prior written consent of the Company. Bringoz may provide you with any notices required under these Terms to the contact information (such as email address) you provided as part of any registration process. These Terms shall be governed by the laws of the State of New York, and the competent courts in the City of New York shall have exclusive jurisdiction to hear any disputes arising hereunder. You shall comply with all applicable export control laws. In the event of any contradiction between these Terms and those of any Services Order, purchase order or separate quotation, these Terms shall control unless expressly set forth otherwise is such other separate document. 

**Google Maps/Earth Some areas of the Bringoz Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to Google Maps/Google Earth Additional Terms of Use (including the Google Privacy Policy).