Terms of Use

These terms of use (these “Terms of Use”) are a legalagreement between you and Compete HR Ltd. (“Compete”). These Terms ofUse specify the terms under which you may access and use Compete’s websitelocated at https://competewith.com (the“Site”) and/or Compete’s People OS and related products and servicesdetailed on the applicable Order Form (as applicable, the “Service”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING ORUSING THE SITE.  BY ACCESSING OR USING THE SITE, CLICKING “I AGREE,” OROTHERWISE MANIFESTING YOUR ASSENT TO THESE TERMS OF USE, YOU AGREE TO BE BOUNDBY THESE TERMS OF USE.  

IF YOU ARE A CUSTOMER (AS DEFINED BELOW), ALL ORDER FORMS(AS DEFINED BELOW) WILL BE GOVERNED BY THESE TERMS OF USE AND YOUR EXECUTION OFAN ORDER FORM CONSTITUTES ACCEPTANCE OF THESE TERMS OF USE.

1. DEFINITIONS

The following capitalized terms have the meanings set forthbelow:

"Affiliate" means, with respect to eitherParty, any person, organization or entity controlling, controlled by or undercommon control with, such Party. For purposes of this definition only,“control” of another person, organization or entity will mean the possession,directly or indirectly, of the power to direct or cause the direction of theactivities, management or policies of such person, organization or entity,whether through the ownership of voting securities, by contract or otherwise.Without limiting the foregoing, “control” will be deemed to exist when aperson, organization or entity (i) owns more than fifty percent (50%) of theoutstanding voting stock or other ownership interest of the other organizationor entity, or (ii) possesses, directly or indirectly the power to elect orappoint more than fifty percent (50%) of the members of the governing body ofthe other organization or entity.

“Agreement” means these Terms of Use, including allexhibits attached hereto, together with each Order Form.

“Customer” means the entity that enters into anyOrder Forms hereunder.

"Customer Data" means data or informationinputted or uploaded to the Service by or on behalf of Customer.  

“Feedback” means any suggestions, feedback, commentsor other input related to the Service or the Site, or any enhancements,improvements, modifications or derivative works of the Service or the Site,that are provided by Customer or any User, or any Site User.  

"Intellectual Property Rights" means any and allrights, titles, and interests (under any jurisdiction or treaty, whetherprotectable or not, and whether registered or unregistered) in and to anytechnology, invention, work of authorship, software, database, data, know-how,software, design, and/or other intellectual property, and includes but is notlimited to patents, copyrights and similar authorship rights, moral (andsimilar personal) rights, mask work rights, data and database rights, tradesecret rights and similar rights in confidential information and othernon-public information, design rights, industrial property rights, trademark,service mark, trade name, trade dress and similar branding rights, as well as:(i) all applications, registrations, renewals, reexaminations, extensions,continuations, continuations-in-part, provisionals, substitutions, divisions orreissues of or for the foregoing; and (ii) all goodwill associated with theforegoing.

"Order Form" means an order form, quote,proposal (or similarly titled document) for the Service, which is executed byan authorized representative of Customer and Compete and which will be governedby the terms and conditions set forth herein.

“Personal Data” means any information that identifiesor could be used to identify an individual.  

“Security Incident” means any accidental orunauthorized disclosure of or access to any Personal Data included in theCustomer Data.  

“Site User” means any visitor to or user of the Sitewho is not a Customer.

“Usage Data” means non-Customer-identifyinginformation, data, analyses, and/or intelligence relating to the operation,support, and/or use of the Service by Customer and its Users.

"Users" means employees or contractors ofCustomer and/or its Affiliates who are authorized by Customer to access and usethe Service.

2. SITE USERS

Site Users.  As a Site User, you can browse thepublic-facing areas of the Site and access and use all publicly-availablecontent, features and functionality on the Site.  However, you cannot usethe Service.  In order to use the Service, you must be Customer or anauthorized User of a Customer.  We reserve the right to modify the Siteand the content, features or functionality of the site, and/or terminate theseTerms of Use and your access to the Site, at any time, with or without noticeto you.  

3. SERVICE SUBSCRIPTION

3.1.    Service Subscription.Subject to the terms and conditions of the applicable Agreement, Compete grantsCustomer a limited, non-exclusive, non-assignable (except as provided inSection 12.2 (Assignment) below), non-sublicensable, non-transferable right andlicense, during the initial Subscription Term (defined in the order form), topermit access and use the Service by Users solely for Customer's internalend-use (collectively, the "Subscription").  Customershall be responsible for all Users’ access to and use of the Service.  Customer acknowledges and agrees that Compete may collect Usage Data during thecourse of use of the Service by Customer or its Users

The exact scope of the Service to be provided to Customershall be specified on the Order Form. Any additional or subsequent features oradd-ons to the Service may be provided to Customer, subject in each case toadditional fees which shall be communicated by Compete to the Customer asapplicable. The use of the Service may be extended to Customer’s Affiliate,subject to the completion of an onboarding process with such Affiliate and thecompliance by such Affiliate with these Terms of Use (and where necessary, theexecution by such Affiliate of a separate Order Form).

3.2.   Account Setup. After Customerreceives access to the Service, it shall then set up an administrative accountwith Compete, by submitting the information requested in the applicable Serviceinterface ("Account").  Each User will be required to setup a user account (each, a "User Account", and referencesherein to the "Account" shall be deemed to include all suchUser Accounts if applicable). Customer represents that all informationsubmitted during the registration process, including Customer Data, is, andwill thereafter remain, complete and accurate. Customer shall be responsibleand liable for all activities that occur under or in the Account. Customer willrequire that all Users keep login information strictly confidential and notshare such information with any unauthorized person.

Customer may request Compete to authorize a third-party(i.e., an individual who is an external consultant or service provider of theCustomer) as a User in Customer’s Account. It is agreed and acknowledged thatCompete shall have complete discretion whether or not to add such requestedthird party as a User in Customer’s Account. Further, Customer herebyundertakes and agrees that: (i) Customer’s instruction to Compete to providesuch third-party individual with access as a User to Customer’s Account, shallbe in accordance with applicable law; (ii) to the extent such third-party isadded as a User, Customer will be liable to Compete for any and all activity bysuch third-party User in the Account; and (iii) to the extent such third-partyis added as a User, Customer shall indemnify and hold Compete harmless from anyand all claims which may be directed to Compete in respect of the granting ofsuch access by Compete to such third-party in accordance with Customer’sinstructions, and/or the use by such third party of the Service.

3.4.  Support Services. During theapplicable Subscription Term, and subject to the payment of the SubscriptionFees, Compete (and/or its Affiliates) shall provide Customers with thetechnical support and maintenance services set forth in Exhibit A hereto("Support Services"). The Support Services (in whole or inpart) may be performed by Compete-certified third party service providers, andCompete shall remain primarily responsible for such service providers'performance of the Support Services.

3.5.   “Freemium” Subscription.Compete may, in certain cases and at its discretion, provide the Customer withthe Service under a “freemium” subscription. Under a “freemium” subscription,the Service shall be provided free of charge, subject in each case to theCustomer allowing integration of Compete’s platform with the Customer’s humanresources information system (HRIS) and any other requirements which may bedetermined by Compete.  The features made available to the Customer undera “freemium” subscription shall be subject to change at any time, at Compete’sdiscretion. Any such “freemium” subscription shall remain in effect until theearlier of (i) the end of the applicable period agreed to between Customer andCompete, (ii) the start date of any subscription to the Services that Customerpurchases pursuant to an Order Form, or (iii) any termination of the “freemium”subscription by Compete for any reason, or for no reason at all, by sendingCustomer a termination notice with immediate effect. For avoidance of doubt,Customer’s use of the Services under a “freemium” subscription will be governedby these Terms of Use.

4. PAYMENT

4.1.    Subscription Fees.Concurrently with or immediately following the Subscription Start Date and as acondition to the access and use of the Service, Customers shall pay Compete theSubscription fees specified in their applicable Order Form(s) (the "SubscriptionFees") and in accordance with this Section ‎4.  Subscription Fees are subjectto change annually upon Subscription renewal.  

4.2.  General. Unless expressly statedotherwise in the Order Form or herein: (a) all payments under an Agreement arenon-refundable, and are without any right of set-off or cancellation; (b) allSubscription Fees are payable, and shall be invoiced, in advance, and shall bepaid concurrently with or immediately after the Subscription Start Date againstan invoice to be issued by Compete concurrently with or immediately after theSubscription Start Date.  Customer agrees that in the event Compete isunable to collect the Subscription Fees owed to Compete for the Services,Compete may take any other steps it deems necessary to collect such fees fromCustomer and that Customer will be responsible for all costs and expensesincurred by Compete in connection with such collection activity, includingcollection fees, court costs, and attorneys’ fees. Customer further agreesthat, if Customer fails to make any payment when due, then, in addition to allother remedies that may be available: (i) Customer may collect interest at thelesser of 1.0% per month or the highest amount permitted by law on any amountsnot paid when due; and (ii) if such failure continues for 7 days followingwritten notice thereof, Compete may suspend performance of the Services untilall past due amounts and interest thereon have been paid, without incurring anyobligation or liability to Customer by reason of such suspension.

4.3.   Suspension. Compete reservesthe right to temporarily suspend provision of the Service: (a) if Customer isseven (7) days or more overdue on a payment; (b) if Compete deems suchsuspension necessary as a result of Customer’s breach under Section 6 above(Restrictions); (c) if Compete reasonably determines suspension is necessary toavoid material harm to Compete, to its other customers, or to the Service,including if the Service's cloud infrastructure is experiencing denial ofservice attacks or other attacks or disruptions outside of Compete’s control,or (d) as required by law or at the request of governmental entities.

4.4.  Taxes. Amounts payable under anAgreement are exclusive of all applicable sales, use, consumption, VAT, GST,and other taxes, duties or governmental charges, except for taxes based uponCompete's net income. In the event that Customer is required by any lawapplicable to it to withhold or deduct taxes for any payment under anAgreement, then the amounts due to Compete shall be increased by the amountnecessary so that Compete receives and retains, free from liability for anydeduction or withholding, an amount equal to the amount it would have receivedhad Customer not made any such withholding or deduction. If a purchase order(or purchase order number) is required by Customer in order for an invoice tobe paid, Customer shall promptly provide such purchase order (or number) toCompete. Any terms or conditions (whether printed, hyperlinked, or otherwise)in a purchase order or related correspondence, which purport to modify orsupplement the Agreement (or the corresponding Order Form), shall be void andof no effect.

4.5.   Payment Processing. If suchoption is made available by Compete, Customers may pay Subscription Fees onlineby using a credit card. Such payment will be processed through a third-partypayment processing service, and additional terms may apply to such payments.Compete currently engages a third party, Stripe, Inc. (“Stripe”), foronline payment processing services, and in addition to these Terms, you agreethat Stripe’s terms and conditions, including its privacy policy shall apply toyour online payments of the Fees. Stripe’s terms are available athttps://stripe.com. You acknowledge that Compete is not a part of any paymentprocess which occurs between Customer and Stripe and you agree that Compete isnot liable for any loss caused by any unauthorized use of your credit card orother method of payment by a third-party in connection with your use of theServices. We reserve the right to use other third party payment processingservices for such purposes in the future.

5. RESTRICTIONS; OWNERSHIP

5.1.    Restrictions. You shallnot, and, if applicable, Customers shall ensure that Users do not, do or permitor encourage any of the following license restrictions (in whole or in part):(a) copy, "frame" or "mirror" the Service; (b) sell,assign, transfer, lease, rent, sublicense, or otherwise distribute or makeavailable the Service or Site to any third party (such as offering it as partof a time-sharing, outsourcing or service bureau environment); (c) publiclyperform, display or communicate the Service or Site; (d) modify, alter, adapt,arrange, or translate the Service or Site; (e) systematically collect any datafrom the Service or Site (by scraping or otherwise), attempt to re-identifyde-identified data from the Service's platform, decompile, disassemble,decrypt, reverse engineer, extract, or otherwise attempt to discover the sourcecode or non-literal aspects (such as the underlying structure, sequence,organization, file formats, non-public APIs, ideas, or algorithms) of, theService or Site; (f) remove, alter, or conceal any copyright, trademark, orother proprietary rights notices displayed on or in the Service or Site; (g)circumvent, disable or otherwise interfere with security-related or technicalfeatures or protocols of the Service or Site; (h) make a derivative work of theService or Site, or use it to develop any service or product that is the sameas (or substantially similar to) it; (i) store or transmit any robot, malware,Trojan horse, spyware, or similar malicious item intended (or that has thepotential) to damage or disrupt the Service or Site; (j) employ any hardware,software, device, or technique to pool connections or reduce the number oflicenses, servers, nodes, or users that directly access or use the Service ofSite (sometimes referred to as 'virtualization', 'multiplexing' or 'pooling')in order to circumvent the restrictions on use contained herein; (k) forge ormanipulate identifiers in order to disguise the origin of any data or contentinputted or uploaded to, or transmitted through, the Service or Site; (l) takeany action that imposes or may impose (as determined in Compete's reasonablediscretion) an unreasonable or disproportionately large load on the servers,network, bandwidth, or other cloud infrastructure which operate or support theService or Site, or otherwise systematically abuse or disrupt the integrity ofsuch servers, network, bandwidth, or infrastructure; or (m) or otherwise accessor use the Service or Site other than as expressly permitted herein or in theapplicable Agreement.

5.2.   Ownership. Compete reserves allrights, title and interest in and to the Service and the Site and all relatedsoftware and technology, as well as all improvements and modifications to andderivative works of any of the foregoing, together with all relatedintellectual property rights. No rights are granted to you or, if applicable,any User, hereunder, whether by implied license, estoppel, operation of law orotherwise, other than the limited license expressly set forth above. Without limiting the foregoing, Compete (and/or its licensors, asapplicable) is, and shall be, the sole and exclusive owner of all right, titleand interest (including without limitation all Intellectual Property Rights) inand to:

(a) the Service and the Site, all content appearing therein, all related software and technology, and all intellectualproperty rights in the foregoing;

(b) its Confidential Information;

(c) all Usage Data;

(d) all Aggregated Data; and

(e) any and all suggestions, improvements, derivative works,enhancement requests and/or modifications of/to any of the foregoing,regardless of inventorship or authorship, including, without limitation, allFeedback.

You hereby irrevocably assign to Compete any rights that youmay have in any of the foregoing, and shall make all assignments and/or waiversnecessary or reasonably requested by Compete to ensure and/or provide Compete(and/or its designee(s)) the ownership rights set forth in this paragraph. Compete shall not be required to make any payment or provide any royaltyor attribution to you or any third party in connection with any suchassignment.  

6. PRIVACY AND SECURITY; AI

6.1.   Any Personal Data Competecollects, stores, and uses concerning Customer’s Users as part of their accessand usage of the Service shall be in accordance with Compete's Privacy Policy. If Customeruses the Service to process Personal Data by uploading or inserting PersonalData to the Service, then such Personal Data delivered by Customer to Compete,or that Compete processes on Customer’s behalf shall be governed in accordancewith  Compete's Data ProcessingAddendum, which serves as an integral part of this Agreement.

6.2.   Customer has the soleresponsibility to and will  obtain allnecessary privacy notices and, where applicable, secure and obtain allnecessary consents or other lawful grounds in accordance with applicable laws,to facilitate Compete’s processing of any personal details and data provided byCustomer and Customer’s Users to Compete, for the purposes under thisAgreement.

6.3.   Customer Data. As betweenCustomer and Compete, Customer is, and shall be, the sole and exclusive ownerof all Customer Data. Customer hereby grants Compete and its Affiliates aworldwide, non-exclusive right and license, during the Term, to access and usethe Customer Data in connection with Compete’s performance of its obligationshereunder. Customer hereby further grants Compete and its affiliates aworldwide, non-exclusive, perpetual (during the Term and thereafter),irrevocable, royalty-free, sublicensable, and transferable license to (i)de-identify the Customer Data (“De-Identified Data”) and aggregate theCustomer Data with data and information relating to other Compete customers(such aggregated data is referred to herein as “Aggregated Data”), ineach case in a manner that does not identify any Customer or any of its datasubjects, and utilize, modify, analyze, process, perform, display, anddistribute De-Identified Data and/or Aggregated Data for any purpose,including, without limitation, to improve the Service and in connection withthe Service and other products and/or services provided by Compete.

6.4.  Customer represents and warrantsthat: (a) it has obtained and shall maintain throughout the Term all requiredrights, consents, authorizations and licenses, and all ongoing legal bases (ifapplicable), necessary to provide, make available, and otherwise exposeCustomer Data to Compete, its Affiliates, and to Compete’s sub-processors andallow for the use permitted herein; and (b) Customer shall not grant access toany of its Customer Data through the Service to any individual with respect towhich Customer has not obtained the necessary consent, authorization, licenseand legal bases (if applicable) necessary in order to do so.

6.5.   Security. Compete willundertake all reasonable security measures required in accordance withapplicable industry standards and at Customer’s written request will provide awritten description of Compete’s technical and organizational measures implemented,or to be implemented, to protect Customer Data. Notwithstanding the above,Compete shall not be responsible for any Security Incident or other loss,destruction, alteration, unauthorized disclosure or corruption of Customer Datacaused by Customer, any third party acting on behalf of Customer, or due to anyact or omission beyond Compete’s reasonable control.

AI Features. The Service may include features that useartificial intelligence, machine learning, large language models, or similartechnologies (“AI Features”). AI Features may generate outputs,recommendations, predictions, classifications, summaries, or other results (“AIOutput”) based on data, prompts, instructions, or other inputs you submitthrough the Service (“Inputs”).

No Reliance; Human Review. AI Output is generated usingprobabilistic methods and may be inaccurate, incomplete, biased, or otherwiseunsuitable for your intended use. AI Output is provided for informationalpurposes only and is not professional advice. You are solely responsible for(a) evaluating and verifying AI Output before relying on it, and (b)implementing appropriate human review, safeguards, and compliance measures,including where AI Output may affect individuals’ rights, employment, finances,health, safety, or legal obligations.

No Warranties. Without limiting any express warrantiesin these Terms of Use or an Order Form, and to the maximum extent permitted byapplicable law, the AI Features and AI Output are provided “as is” and “asavailable,” and Compete disclaims all warranties and representations regardingthe accuracy, completeness, reliability, currency, non-infringement, security,or fitness for a particular purpose of any AI Output.

Inputs and Compliance. You are responsible for allInputs and represent and warrant that you have all rights, permissions,notices, and consents required to provide Inputs and permit their processingunder the Agreement and any applicable Data Processing Addendum. Do not submitany Inputs you are not authorized to disclose, including Personal Data exceptas permitted by the Data Processing Addendum and applicable law.

Restrictions; Third-Party Technology; Changes. You willnot use the AI Features or AI Output for unlawful purposes, to violate anyperson’s rights, or to make decisions that produce legal or similarlysignificant effects on individuals without appropriate human oversight andcompliance measures. AI Features may rely on third-party models or services,and Compete may update, replace, or discontinue AI Features from time to time,provided it will not materially degrade the core functionality of the Servicepurchased under the applicable Order Form.

7. CONFIDENTIALITY

Each of Customer and Compete (the "Recipient")may have access to certain non-public or proprietary information and materialsof the other (the "Discloser"), whether in tangible orintangible form, including, without limitation, all information that is markedor identified as “confidential” or “proprietary” or with similar markings, orwhich should reasonably be understood to be confidential under thecircumstances ("Confidential Information"). Without limitingthe foregoing, Compete’s Confidential Information includes the pricing andpayment terms set forth in any Order Form, and Customer’s ConfidentialInformation includes the Customer Data.  Confidential Information shallnot include information and material which, the Recipient can establish by writtendocumentation: (a) at the time of disclosure by Discloser to Recipienthereunder, is publicly available; (b) after disclosure by Discloser toRecipient hereunder, becomes publicly available through no fault of theRecipient; (c) was rightfully in the Recipient's possession at the time ofdisclosure by the Discloser hereunder, and which is not subject to priorcontinuing obligations of confidentiality; (d) is rightfully disclosed to theRecipient by a third party having the lawful right to do so; or (e) independentlydeveloped by the Recipient without use of, or reliance upon, ConfidentialInformation received from the Discloser. The Recipient shall not disclose ormake available the Discloser's Confidential Information to any third party(including without limitation by way of publishing), except to its employees,contractors, advisers, agents and investors, subject to substantially similarwritten confidentiality undertakings). Recipient shall take commerciallyreasonable measures, at a level at least as protective as those taken toprotect its own Confidential Information of like nature (but in no event lessthan a reasonable level), to protect the Discloser's Confidential Informationwithin its possession or control, from disclosure to a third party. The Recipientshall use the Discloser's Confidential Information solely for the purposesexpressly permitted under this Agreement. In the event that Recipient isrequired to disclose Confidential Information of the Discloser pursuant to anylaw, regulation, or governmental or judicial order, the Recipient will (a)promptly notify Discloser in writing of such law, regulation or order, (b)reasonably cooperate with Discloser in opposing such disclosure, (c) onlydisclose to the extent required by such law, regulation or order (as the casemay be). Upon termination of the applicable Agreement, or otherwise uponwritten request by the Discloser, the Recipient shall promptly return toDiscloser its Confidential Information (or if embodied electronically,permanently erase it), and, upon request by the Discloser, certify compliancein writing.  For the avoidance of doubt, the aforementioned shall notapply to Anonymized Data or Aggregated Data.  

8. DISCLAIMERS

THE SERVICE AND THE SITE ARE PROVIDED AND MADE AVAILABLEHEREUNDER ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ALLEXPRESS, IMPLIED AND STATUTORY CONDITIONS, WARRANTIES AND REPRESENTATIONS(INCLUDING WITHOUT LIMITATION ANY IMPLIED CONDITIONS OR WARRANTIES ORREPRESENTATIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR APARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OFSERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OFTRADE) ARE HEREBY DISCLAIMED. COMPETE DOES NOT MAKE ANY REPRESENTATION,WARRANTY, GUARANTEE OR CONDITION REGARDING, WITHOUT LIMITATION, THEEFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OFTHE FOREGOING, OR AS REGARDS TO COMPLIANCE WITH ANY LAWS OR REGULATIONS.COMPETE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHERPROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FORISSUES RELATED TO PUBLIC NETWORKS OR HOSTING PROVIDERS.  

9. LIMITATION OF LIABILITY

9.1.    EXCEPT FOR A PARTY’SGROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR IN CONNECTION WITH THE COMPANY’SINDEMNIFICATION OBLIGATION UNCER SECTION 10 BELOW IN NO EVENT SHALL EITHERPARTY, ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE INCONNECTION WITH, THIS AGREEMENT, FOR:

(A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, ORPUNITIVE DAMAGES;

(B) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE,CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE;

(C) ANY LOSS OF, OR DAMAGE TO, DATA, INFORMATION SYSTEMS,REPUTATION, OR GOODWILL; AND/OR

(D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

9.2.   EXCEPT FOR A PARTY’S GROSSNEGLIGENCE OR WILLFUL MISCONDUCT, , OR IN CONNECTION WITH THE COMPANY’SINDEMNIFICATION OBLIGATION UNCER SECTION 10 BELOW, THE COMBINED AGGREGATELIABILITY OF EACH PARTY AND ITS AFFILIATES UNDER, OR OTHERWISE IN CONNECTIONWITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU UNDERTHIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE GIVINGRISE TO LIABILITY.

9.3.   THE FOREGOING EXCLUSIONS ANDLIMITATIONS SET OUT IN THIS SECTION (LIMITATION OF LIABILITY) SHALL APPLY: (A)TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEENADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, ORCOSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE;AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER INCONTRACT, TORT, MISREPRESENTATION, RESTITUTION, OR OTHERWISE.

10. INDEMNIFICATION

10.1. In the event a third party makes orinstitutes any claim, action, or proceeding against Customer alleging thatCustomer's authorized access and use of the Service infringes such thirdparty's copyright or patent (an "Infringement Claim"), Competeshall: (a) at its own expense, defend Customer against the Infringement Claim;and (b) indemnify and hold harmless Customer for any amount finally awardedagainst or imposed upon Customer (or otherwise agreed in settlement) under theInfringement Claim. As a condition to the foregoing, Customer agrees: (A) toprovide Compete with prompt written notice of the Infringement Claim, provided,however, that failure to provide such notice will not relieve Compete of itsindemnity obligations hereunder unless it is materially prejudiced by suchfailure; (B) to cede to Compete full control of the defense and settlement ofthe Infringement Claim (except that any non-monetary obligation imposed onCustomer under a settlement shall require Customer's prior written consent, notto be unreasonably withheld, conditioned or delayed); (C) to provide Competewith all information and assistance reasonably requested by Compete; and (D)not to admit any liability under (or otherwise compromise the defense of) theInfringement Claim without Customer’s prior written consent. Customer mayparticipate in the defense of the Infringement Claim at Customer's own cost andexpense.

10.2. Compete will have no liability under thisSection (Indemnification) to the extent that the Infringement Claim is based onor results from: (i) a modification to the Service not made by Compete; (ii)the combination of the Service with any third party product or service; (iii)Customer instructions or specifications; (iv) use of the Service other than aspermitted in the applicable Agreement; or (v) any Customer Data.

10.3. Should the Service (in whole or in part)become, or in Compete's opinion be likely to become, the subject of anInfringement Claim, then Customer permits Compete, at Compete's option andexpense, to either: (x) obtain for Customer the right to continue using theService (or part thereof); or (y) replace or modify the Service (or partthereof) so that it's use hereunder becomes non-infringing; provided, however,that if (x) and (y) are not, in Compete's opinion, commercially feasible,Compete may terminate this Agreement upon written notice to Customer, andCustomer shall be entitled to receive a pro-rated refund of any prepaid andunutilized Subscription Fees hereunder based on the remainder of thethen-current Subscription Term.

10.4. This Section represents Compete's soleliability, and Customer's sole remedy, for any Infringement Claim.

10.5. In the event a third party makes orinstitutes any claim, action, or proceeding against Compete or any of itsAffiliates that arises from or relates to (i) breach by you (or, if applicable,your Users) of these Terms of Use, (ii) your gross negligence or willfulmisconduct (or, if applicable, that of your Users), or (iii) if applicable, anyCustomer Data, Customer shall: (a) at its own expense, defend against theclaim; and (b) indemnify and hold harmless Compete and/or its Affiliates forany amount finally awarded against or imposed upon Compete or its Affiliates(or otherwise agreed in settlement) under the claim. As a condition to theforegoing, Compete agrees: (A) to provide Customer with prompt written noticeof the Infringement Claim, provided, however, that failure to provide suchnotice will not relieve Customer of its indemnity obligations unless it ismaterially prejudiced by such failure; (B) to cede to Customer full control ofthe defense and settlement of the claim (except that any non-monetaryobligation imposed on Compete under a settlement shall require Compete’s priorwritten consent, not to be unreasonably withheld, conditioned or delayed); (C)to provide Customer with all information and assistance reasonably requested byCustomer; and (D) not to admit any liability under (or otherwise compromise thedefense of) the claim without Customer’s prior written consent. Compete mayparticipate in the defense of the claim at Compete’s own cost and expense.

11. TERM AND TERMINATION

11.1. Term.  Each Agreement commences onthe Effective Date of the applicable Order Form and, unless terminated inaccordance herewith, shall continue in full force and effect for the durationof that Order Form. Each Order Form and initial Subscription Term shallautomatically renew for successive subscription terms of equal length, unlesseither Party notifies the other Party in writing of its intent not to renew theOrder Form, not less than ninety (90) days prior to the expiration of thethen-current Subscription Term.

11.2. Termination for Breach.  Each Partymay terminate an Agreement immediately upon written notice to the other Partyif the other Party commits a material breach under the Agreement and, ifcurable, fails to cure that breach within sixty (60) days after receipt ofwritten notice specifying the material breach (except that for paymentdefaults, such cure period will be seven (7) days). In the event of terminationdue to an uncured breach by Compete pursuant to Section 11.2, Compete willrefund Customer any prepaid subscription fees for Services that have not beenprovided under the applicable Order Form on a pro-rated basis.

11.3. Termination for Bankruptcy.  EachParty may terminate an Agreement upon written notice to the other Party uponthe occurrence of any of the following events in respect of such other Party:(a) a receiver is appointed for the other Party or its property, whichappointment is not dismissed within sixty (60) days; (b) the other Party makesa general assignment for the benefit of its creditors; (c) the other Partycommences, or has commenced against it, proceedings under any bankruptcy,insolvency or debtor’s relief Law, which proceedings are not dismissed withinsixty (60) days; or (d) the other Party is liquidating, dissolving or ceasingnormal business operations.

11.4. Effect of Termination; Survival. Upontermination of an Agreement for any reason: (a) the Subscription shallautomatically terminate, (b) Customer shall cease all access and use of theService, and (c) Customer shall (as directed) permanently erase and/or returnall Confidential Information of Compete in Customer's possession or control.Upon termination, all outstanding Subscription Fees and other charges thataccrued as of termination shall become immediately due and payable, and ifnecessary Compete shall issue a final invoice therefor. Sections 5 (Ownership)through ‎‎12 (Miscellaneous) shallsurvive termination of these Terms of Use or an Agreement, as shall any right,obligation or provision that is expressly stated to so survive or that ought byits nature to survive. Termination shall not affect any rights and obligationsaccrued as of the effective date of termination.

12. MISCELLANEOUS

12.1. Use of Name and Logo. Compete may useCustomer’s name and logo on its website and in its promotional materials inorder to state that Customer is a customer of Compete.

12.2. External Sites.  The Site may containlinks to third-party websites (“External Sites”).  The content ofsuch External Sites is developed and provided by others.  You shouldcontact the site administrator or webmaster for those External Sites if youhave any concerns regarding such links or any content located on such External Sites. Compete is not responsible for the content of any linked External Sitesand does not make any representations regarding the content or accuracy ofmaterials on such External Sites.  You should take precautions whendownloading files from all websites to protect your computer from viruses andother destructive programs.  If you decide to access linked ExternalSites, you do so at your own risk

12.3. Compete may modify any term containedherein at any time, provided that it provides notice by (i) posting the newTerms of Use to the Site; (ii) sending electronic mail to the email addressCustomer provided when creating its account, where available and applicable;and/or (c) as otherwise required by law.  If you continue to use the Siteor the Service after receiving notice, your continued use shall constituteacceptance of the modified terms.  You agree to review these Terms of Useperiodically to be updated of any modifications.  Notwithstanding theforegoing, in the event of any modification, a Customer may terminate theService by providing Compete with written notice of termination within thirty(30) days from Compete’s notification of the modified terms;. if notice oftermination is not received within this thirty (30) day period, Customer willbe bound by the modified terms.

12.4. Entire Agreement and Amendments. TheseTerm of Use, or, if applicable, the  Agreement , represents the entireagreement between you and Compete with respect to the subject matter hereof,and supersedes and replaces all prior and contemporaneous oral or writtenunderstandings and statements by you and Compete with respect to such subjectmatter. If applicable, in the event of a conflict between the terms containedherein and the terms of any Order Form, the terms contained herein shallcontrol, unless the Order Form specifically states otherwise.

12.5. Assignment.  Neither party may assignany of its rights or obligations hereunder, whether by operation of law orotherwise, without the other party’s prior written consent (not to beunreasonably withheld); provided, however, either party may assign thisAgreement in its entirety (including all Order Forms), without the otherparty’s consent to its Affiliate or in connection with a merger, acquisition,corporate reorganization, or sale of all or substantially all of its assets.Notwithstanding the foregoing, if a party is acquired by, sells substantiallyall of its assets to, or undergoes a change of control in favor of, a directcompetitor of the other party, then such other party may terminate thisAgreement upon written notice. Subject to the foregoing, this Agreement willbind and inure to the benefit of the parties, their respective successors andpermitted assigns.

12.6. Governing Law; Jurisdiction. If you arebased in Israel, these Terms of Use, or, if applicable, the Agreement, shall begoverned by, and construed in accordance with, the laws of the State of Israel,without regard to any conflicts of laws rules or principles; and any claim,dispute or controversy between you and Compete will be subject to the exclusivejurisdiction and venue of the courts located in Tel Aviv, Israel, and each ofyou and Compete hereby irrevocably submits to the personal jurisdiction of suchcourts and waives any jurisdictional, venue, or inconvenient forum objectionsto such courts.   If you are based in a location other than Israel, theseTerms of Use, or, if applicable, the Agreement, shall be governed by, andconstrued in accordance with, the laws of the State of New York, USA, withoutregard to any conflicts of laws rules or principles; and any claim, dispute orcontroversy between you and Compete will be subject to the exclusivejurisdiction and venue of the state and federal courts located in New York, NewYork, USA, and each of you and Compete hereby irrevocably submits to thepersonal jurisdiction of such courts and waives any jurisdictional, venue, orinconvenient forum objections to such courts.  The United NationsConvention on Contracts for the International Sale of Goods shall not apply andis hereby disclaimed.  Notwithstanding the foregoing, each party may seekequitable relief in any court of competent jurisdiction. EACH PARTY IRREVOCABLYWAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY.  EXCEPT TO SEEK EQUITABLERELIEF, OR TO OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTYRIGHTS OR CONFIDENTIALITY OBLIGATIONS, NO ACTION, REGARDLESS OF FORM, UNDERTHIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER TERMINATIONOF THESE TERMS OF USE, OR, IF APPLICABLE, THE AGREEMENT.

12.7. Severability. If any provision of theseTerms of Use, or, if applicable, the Agreement is held by a court of competentjurisdiction to be illegal, invalid or unenforceable, then: (a) the remainingprovisions shall remain in full force and effect; and (b) such provision willbe ineffective solely as to such jurisdiction (and only to the extent and forthe duration of such illegality, invalidity or unenforceability), and will besubstituted (in respect of such jurisdiction) with a valid, legal and enforceableprovision that most closely approximates the original legal intent and economicimpact of such provision.

12.8. Waiver and Remedies. No failure or delayon the part of either party in exercising any right or remedy hereunder willoperate as a waiver thereof, nor will any single or partial exercise of anysuch right or remedy preclude any other or further exercise thereof, or theexercise of any other right or remedy. Any waiver granted hereunder must be inwriting, duly signed by the waiving party, and will be valid only in thespecific instance in which given. Except as may be expressly provided otherwiseherein, no right or remedy conferred upon or reserved by either party hereunderis intended to be, or will be deemed, exclusive of any other right or remedyhereunder, at law, or in equity, but will be cumulative of such other rightsand remedies.

12.9. Relationship. The relationship of Competeand the Customer is solely that of independent contractors, neither party norits employees are the servants, agents, or employees of the other, and noexclusivities arise hereunder. Nothing herein shall be construed to create arelationship of employer and employee, principal and agent, joint venture,partnership, association, or otherwise between the parties. Neither party hasany authority to enter into agreements of any kind on behalf of the other party,and neither Party will create or attempt to create any obligation, express orimplied, on behalf of the other party.

12.10. Force Majeure. If Compete’s performance(excluding payment obligations) hereunder is prevented, hindered, or delayed byreason of an event of Force Majeure (defined below), Compete shall be excusedfrom such performance to the extent that, and for so long as, performance isprevented, interrupted, or delayed thereby, provided that Compete shallpromptly notify you of the occurrence of such event. If and when performance isresumed, all dates specified herein and/or in any Order Form, if applicable, shallbe automatically adjusted to reflect the period of such prevention,interruption, or delay by reason of such event of Force Majeure. For purposesof this Agreement, "Force Majeure" means: (a) fire, flood,earthquake, explosion, pandemic or epidemic (or similar regional healthcrisis), or act of God; (b) strikes, lockouts, picketing, concerted laboraction, work stoppages, other labor or industrial disturbances, or shortages ofmaterials or equipment, not the fault of either party; (c) invasion, war (declaredor undeclared), terrorism, riot, or civil commotion; (d) an act of governmentalor quasi-governmental authorities; (e) failure of the internet or any publictelecommunications network, hacker attacks, denial of service attacks, virus orother malicious software attacks or infections, shortage of adequate power ortransportation facilities; and/or (f) any matter beyond the reasonable controlof Compete.

12.11. Notices. All notices or othercommunications provided for in connection with an Agreement shall be in writingand shall be given in person, by courier, by facsimile, email, or by registeredor certified mail, postage prepaid, addressed to the address(es) set forth inthe applicable Order Form. All notices and other communications delivered inperson or by courier service shall be deemed to have been given as of onebusiness day after sending thereof, those given by facsimile transmission withconfirmation or receipt shall be deemed to have been given as of the date oftransmission thereof (provided that such date is a business day in the countryof receipt and if not, the next business day), and all notices and othercommunications sent by registered mail shall be deemed given three (3) daysafter posting. Notices sent by email shall be deemed received upon receipt ofsuch email.

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EXHIBIT A: SUPPORT SERVICES

1. Service Availability

‍1.1.   Standards. “Availability”means that access to the Service is available to Customer. The Service shallperform in accordance with the following standards:

* Excludes scheduled downtime (of which Compete will give atleast one (1) business days' notice and which Compete will reasonable effortsto schedule during weekend hours from Saturday 5:00 p.m., Israel time, toMonday 5:00 a.m., EST), not to exceed forty-eight (48) hours in any twelve (12)month period; excludes unavailability to the extent attributable to theCustomer’s own systems, failure due to external services and Force Majeure.

2. Technical Support & Problem Resolution

2.1.  Technical Support. Compete willprovide support during business hours, 8:00 a.m. – 5:00 p.m. EST Monday -Friday via email at support@competewith.com forgeneral advice and technical support, as well as technical assistance andremediation for operational issues as further described below.

2.2.  Problem Resolution. Compete will makecommercially reasonable efforts to correct problems that are reported byCustomer, excluding problems attributed to the Customer’s own systems, toexternal services or to force majeure, in accordance with the following table(Fix Times):