Legal

WELCOME TO KITLOCATE, A SMARTPHONE SOLUTION FOR OPTIMIZING BATTERY CONSUMPTION ON LOCATION BASED SERVICES. THIS AGREEMENT (THE “AGREEMENT”) GOVERNS THE USE OF THE SERVICE (AS DEFINED BELOW), INCLUDING ITS PLUG-­‐IN COMPONENT FOR SMARTPHONE APPS (THE “PLUGIN”) AND ITS WEB ADMINISTRATION PLATFORM (THE “DASHBOARD”).

THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN KITLOCATE LTD., (“WE“, “US“, “OUR” OR “KITLOCATE”), AND YOU – A DEVELOPER DESIRING TO USE THE SERVICE, AS IDENTIFIED BY THE DETAILS PROVIDED DURING REGISTRATION TO THE SERVICE.

If you are acting on behalf of a corporation, to acquire a right to use the Service (an “Organization”), then you represent and warrant that you are duly authorized to enter into this Agreement on behalf of the Organization and that you have the proper authority to legally bind the Organization, by this Agreement.

You may not register or use the Service if you are under 18 years of age.

You understand that by clicking the “I Read, Understood & Agree” button or by otherwise assenting to this Agreement or using the Service in any way, you are executing this Agreement and you are agreeing to be bound by its terms, in the same way that a paper contract binds you. This Agreement limits our liability and obligations to you, to the terms set forth herein. If you do not agree to this Agreement in its entirety, then you may not use the Service in any way.

1. Definitions.

1.1. “Account Information” means the information and details we collect from you, in connection

with your account in the Service.

1.2. “App(s)” means one or more software programs in which the Plugin may be incorporated,

developed by you, or on your behalf, designated for use on a mobile platform by Users.

1.3. “App Privacy Policy” means a statement, fully compliant with all Privacy Norms, that fully, accurately, clearly and conspicuously discloses the privacy practices with respect to information about Users that the App, you, others on your behalf or for your benefit, process.

1.4. “Data” means the information, including personally identifiable information, that the Service

processes in connection with the Plugin, the App and/or the User.

1.5. “Documentation” means all instructions and explanatory and descriptive materials associated with the Service, such as technical instructions, sample project and FAQs, as we may provide you from time to time through the Dashboard or otherwise.

1.6. “Fees” means the rates, periods, schemes, amounts, due dates and payment terms separately

conveyed to you by an KitLocate authorized representative.

1.7. “Key” means a unique identifier designated by the Service for, and associated with, a developed App.

1.8. “Mark(s)“ means trademarks, service marks and logos, whether registered or not.

1.9. “Plan Volume” means the scope, scheme and level of Service usage designated to you, as

separately conveyed to you by KitLocate.

1.10. “Plugin Privacy Policy” means the statement describing our privacy practices in connection with

the Plugin.

1.11. “Privacy Norms” means any and all applicable local, state, national, federal, foreign and international laws, regulations, rules, industry standards and agreements concerning privacy in relation to the App, the Plugin or the Users.

1.12. “Service” means KitLocate’s technological platform for optimizing battery consumption on

location based services, including the Plugin and the Dashboard.

1.13. “Term” means the period prescribed in section 13 below.

1.14. “User” means any end-­‐user of the App.

2. Interpretation.

2.1. Whenever used in this Agreement, the term “including”, means including, but not limited to, and

without limitation, to the generality of the preceding phrase. All examples in the Agreement and all “i.e.” and “such as” notations, indicate an illustration, by way of example only, of the preceding phrase, without limiting its generality.

2.2. This Agreement incorporates, by reference, the following documents, which constitute an integral part of this Agreement:

2.2.1. The Plan Volume separately conveyed to you by KitLocate.

2.2.2. The Fees separately conveyed to you by KitLocate.

2.2.3. The Plugin Privacy Policy.

3. Use of the Service.

3.1. Subject to the terms of this Agreement, we grant you and you accept from us, for each Key, a worldwide, limited, non-­‐exclusive, revocable, non-­‐transferable right, during the Term of this Agreement to:

3.1.1. Use the Plugin internally only, in strict compliance with the Documentation, solely for the purposes of designing, developing, testing, running and incorporating the Plugin within the App associated with the Key; and

3.1.2. Reproduce, distribute and let Users use the Plugin, provided that: (a) you incorporate the Plugin in the App associated with the Key, and distribute that App and the Plugin as a whole; (b) the App adds significant and primary functionality to the Plugin; (c) you do not distribute additional software intended to replace the Plugin or any part thereof; (d) You distribute such App under your own license agreement and an App Privacy Policy, which fully comply with this Agreement.

3.2. Subject to the terms of this Agreement, we grant you, and you accept from us, a worldwide, limited, non-­‐exclusive, revocable, non-­‐transferable right, during the Term of this Agreement, to use Service (excluding the Plugin) for you internal use only.

3.3. We may take measures to prevent you from exceeding your Plan Volume. It is your sole and exclusive responsibility to acquire a larger Plan Volume, from us, before you exhaust your then-­‐ current Plan Volume.

3.4. If your use of the Service exceeds your then-­‐current Plan Volume, as such use is documented in our systems, logs and records, you will pay us all applicable payments in accordance with the Fees, and pursuant to the provisions, of this Agreement. The information documented in our systems, logs and records is final and non-­‐contestable.

3.5. This agreement does not entitle you to receive any other form of documentation or any form of technical support from us, beyond the Documentation we choose, at our sole and absolute discretion, to provide to you with the Plugin, through the Dashboard or by any other means we deem appropriate.

4. Registration, user account and access.

4.1. You may not use the Service unless you have successfully completed registration to the Service through the Dashboard. The Account Information we collect from you, during registration and thereafter, includes your name, email address and details related to the App and its features. We may, from time to time, request additional or other information from you. We will explicitly indicate the fields for mandatory completion. If you do not enter the required information in these fields, you will not be able to complete the registration process or use the Service.

4.2. Upon successful completion of you registration, you will receive an account username and password. From time to time, we may establish and require additional or different means of identification and authentication for logging in to the Service.

4.3. You are solely responsible for maintaining the confidentiality of your account username and password. We recommend that you change your password periodically. You assume full and exclusive responsibility for your failure to maintain your account username and password confidential, for conveying your username and/or password to a third party and for all consequences resulting therefrom.

4.4. During registration and thereafter, you must submit to us only true, accurate and complete Account Information. False, incorrect or outdated Account Information may prevent you from registering to, or using, the Service. You must promptly notify us of, and correct as necessary, any outdated or inaccurate Account Information.

4.5. You assume full and exclusive responsibility for any and all damage, loss and claims resulting from your failure to provide true, accurate and complete information in connection with this Agreement, the Service or the App and from your failure to notify us of any change in the information you previously provided.

5. Payments.

5.1. All amounts payable to KitLocate pursuant to this Agreement, including Fees, are exclusive of any excise, sales tax, VAT, withholding tax or other governmental charges or transaction charges. You are responsible for the payment of all such applicable taxes or charges and will remit grossed-­‐up payments to KitLocate, to include all such taxes and transaction charges, except for any taxes based solely on KitLocate’s net income.

5.2. Payment shall be effected by wire transfer, to KitLocate’s bank account, according to the details we convey to you or by any other means of payment we determine from time to time.

5.3. All Fee obligations are non-­‐cancelable and all amounts paid are non-­‐refundable. You are responsible for paying all applicable Fees, whether or not you have actively used the Service.

5.4. Without derogating from any other rights and remedies available to us under the applicable law, overdue Fees will accrue interest at the rate of three-­‐quarters of one percent (0.75%) per month or part thereof, cumulative monthly on the linked capital from the due date until the date of actual payment. You agree to reimburse us for all legal costs and attorney fees we incur in the course of collecting its overdue fees.

5.5. Failure to settle any overdue fee within thirty (30) calendar days of its original due date will constitute a material breach of the Agreement.

6. Permitted uses and restrictions.

6.1. You must develop your App in full compliance with the then-­‐current Documentation.

6.2. Your App must not operate in any manner inconsistent with any provision of this Agreement.

6.3. You must obtain (through the Dashboard or by other means we may make available from time to time) a separate and distinct Key for each developed App, from us.

6.4. Unless as otherwise expressly permitted in sections 3 and 7.2.2 of this Agreement, you may not license, sell, resell, rent, lease, transfer, lend, timeshare, assign, distribute, redistribute, display, host, outsource, disclose or otherwise exploit, or make the Service or any part thereof (including the Plugin) available to any third party, or have others do any of the above.

6.5. You may not modify, make derivative works of, disassemble, de-­‐compile or reverse engineer any part of the Service, or have others do any of the above.

6.6. You must retain and reproduce, in full, our copyright, disclaimers and other proprietary notices as they appear in the Plugin, in all copies of the Plugin or any part thereof that you are permitted to make or distribute under this Agreement.

6.7. You may not develop or create, or permit others to develop or create, a product or service similar to or in competition with, the Service.

6.8. You may not engage in or attempt to engage in: (i) any form of testing, scanning, scraping, probing, robotic navigating, bulk extracting or hacking the Service; (ii) breaching the security of the Service, or any network or server used by the Service, or identifying any security vulnerabilities thereof; (iii) interfering with, circumventing, manipulating, impairing or disrupting the operation, or the functionality of the Service; (iv) working around or circumventing any technical limitations in the Service; or (v) using any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service.

6.9. YOU MUST NOT USE THE SERVICE OR ANY PART THEREOF FOR ANY ABUSIVE, UNLAWFUL, FRAUDULENT OR ILLEGAL ACTIVITY, NOR TO DEVELOP ANY APP WHICH WOULD COMMIT OR FACILITATE THE COMMISSION OF A CRIME OR OTHER TORTIOUS, UNLAWFUL OR ILLEGAL ACT. YOU MAY NOT USE THE SERVICE FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LOCAL, STATE, NATIONAL, FOREIGN LAW, REGULATION OR INDUSTRY STANDARD, INCLUDING PRIVACY NORMS AND ANY APPLICABLE LAWS AND REGULATIONS GOVERNING SPAM, CONSUMER PROTECTION, UNFAIR COMPETITION, ANTIDISCRIMINATION, FALSE ADVERTISING AND EXPORT CONTROL.

6.10. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR TAKING ALL MEASURES NECESSARY SO THAT YOUR USE OF THE SERVICE WILL FULLY COMPLY WITH ANY APPLICABLE LAWS, RULES AND REGULATIONS. YOU MAY ONLY USE THE SERVICE FOR THE PURPOSES AND IN THE MANNER EXPRESSLY PERMITTED BY THIS AGREEMENT.

6.11. Without limiting the generality of the foregoing: the App must not contain any viruses, trojan horses, worms or any other harmful component, you must not use the Service, or any part thereof, to convey any deceptive or misleading content, or to convey any content or conduct any activities that are, or may be deemed, as harassing, stalking, threatening, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable.

6.12. Your App must not disable, override, or otherwise interfere with any Service-­‐implemented system alerts, warnings, display panels, consent panels, check-­‐boxes and the like, intended for User settings, User control, User notification or User consent. Your App must not facilitate or permit any disabling, hacking, circumventing or other form of interference with any security or privacy mechanism implemented or employed in the Service.

6.13. It is your sole and exclusive responsibility to fully comply and have your App fully comply with the terms, conditions and requirements of any applicable application development or application store agreements of third parties (such as Apple, Inc.), including any applicable App certification process or App development guidelines prescribed by a third party. We make no representation or warranty that the Service complies with any third party terms, conditions, rules or guidelines.

6.14. You must not make any representation to any third party that we recommend or encourage use of the App.

6.15. During the Term, you must always obtain and use (subject to the terms of this Agreement), the most recent version of the Plugin, as we may make available from time to time.

6.16. WE MAY EMPLOY TECHNOLOGICAL MEASURES TO DETECT AND PREVENT FRAUDULENT, ABUSIVE OR UNLAWFUL USE OF THE SERVICE. WE MAY TERMINATE YOUR ACCOUNT AND THE FUNCTIONALITY OF THE PLUGIN YOU INCORPORATED IN YOUR APP, IF WE DEEM YOUR USE OF THE SERVICE TO BE FRAUDULENT, ABUSIVE OR IN BREACH OF THESE TERMS OR THE APPLICABLE LAW.

7. User privacy.

7.1. Your App must fully comply with all Privacy Norms and must not operate in any manner that is inconsistent with the Plugin Privacy Policy.

7.2. You must respect the privacy of Users. You are solely and exclusively responsible for fully complying with and adhering to all Privacy Norms and take all steps and measures required pursuant to all Privacy Norms. Without derogating from the generality of the above, and without relieving you of or curtailing any of the above obligations:

7.2.1. You must create an App Privacy Policy and make it easily and conspicuously accessible from within the App’s “settings”, “about” or similar menu, as well as from any location from which the App is offered or distributed (including any online application store, such as the Mac App Store or Google Play).

7.2.2. The Plugin Privacy Policy includes bracketed fields intended for your completion (“Fields”), as described in each Field. For each App, you must create a separate copy of the Plugin Privacy Policy and modify that copy, by fully, accurately, truthfully and adequately completing the necessary text or URL per the instructions in each Field, thereby creating a “Filled-­‐out Plugin Privacy Policy” for each App. You may not modify or amend the Plugin Privacy Policy or the Filled-­‐out Plugin Privacy Policy, except as expressly permitted above. We hereby grant you, and you hereby receive from us, a worldwide, limited, non-­‐exclusive, revocable, non-­‐transferable right, during the Term of this Agreement, to reproduce the Plugin Privacy Policy for each App, modify such copy only as permitted above, and display each App’s Filled-­‐out Plugin Privacy Policy to Users or prospective Users of the App.

7.2.3. You must obtain each User’s express, affirmative and informed consent to the App Privacy Policy and the Filled-­‐out Plugin Privacy Policy, before installing the App or the Plugin on the User’s device. You must re-­‐obtain User consent, as necessary under the Privacy Norms, such as before changing your privacy practices. You may not install the App or the Plugin on a User’s device, unless that User provides his or her prior consent as prescribed above and as required by the Privacy Norms.

7.2.4. You must make the Filled-­‐out Plugin Privacy Policy easily and conspicuously accessible from within the App’s “settings”, “about” or similar menu, as well as from within the App Privacy Policy, such as by incorporating a link to the Filled-­‐out Plugin Privacy Policy from these locations. When displaying the Filled-­‐out Plugin Privacy Policy to the User, you must adjust its layout (including its “Key Points” section and its body), so that the User can conveniently and clearly read it through the limited dimensions of the User’s mobile device’s screen.

7.2.5. You are solely and exclusively responsible for configuring all User privacy settings of your account, in a manner that is fully compliant, at all times, with all Privacy Norms.

7.2.6. You must implement and provide all Users of the App, at all times, an easily and conspicuously accessible option to immediately stop, from that point onwards, the App’s and Plugin’s collection and sampling of all geo-­‐location data. After the User chooses such “stop” option, you may reactivate the App’s or Plugin’s collection and sampling of any geo-­‐location data, only after obtaining the User’s express, affirmative and informed consent to such reactivation.

7.3. If we decide to amend the Plugin Privacy Policy, then you agree to cooperate with us and promptly perform the measures we deem necessary, in order to effectuate the legal validity of the amended Plugin Privacy Policy, such as by seeking and obtaining User consent to the amended Plugin Privacy Policy.

7.4. You may contact us via email (at Contactus@kitLocate.com) with requests to retrieve or delete Data collected from a particular User. Such requests must include the relevant User’s identifier, as further described in the Documentation. We may require additional information to verify your request and identity.

7.5. You assume full, sole and exclusive responsibility and liability, for your or the App’s failure to fully comply with, and adhere to, all Privacy Norms.

8. Confidentiality and your privacy.

8.1. You acknowledge and agree that we will use the Data and Account Information for the following purposes:

8.1.1. To provide you and Users with the Service, improve and customize your and Users’ experience with the Service, develop new services, provide you with support, handle your or Users’ inquiries, send you Service related recommendations and suggestions, conduct surveys, engage in marketing or promotional activities and analyze User or market trends;

8.1.2. To collect Fees, to conduct administrative activities necessary to maintain, operate and provide the Service, enforce this Agreement, take any action in any case of dispute, or legal proceeding of any kind involving you or any User with respect to the Service, and prevent fraud, misappropriation, infringements, identity theft and other unlawful activities and misuse of the Service; and

8.1.3. If we are required, or we reasonably believe that we are required, by law, to share or disclose the Data or Account Information, or if such sharing or disclosure is required pursuant to a subpoena, order, or decree, issued by a competent judicial or administrative authority, provided that, to the extent legally permitted, we will give you prior notice of the requirement prior to such disclosure, to allow you, at your exclusive cost and expense, to intervene and protect your interests in the Data or Account Information, should you so desire.

8.2. You acknowledge and agree that we may use in any way, and share with any third party, aggregated data derived from the Data, that will not identify you or any individual User. We may use and share such aggregated data for any purpose, including commercial purposes. You will not be entitled to any remuneration from us, for our use or sharing of such aggregated data.

9. Representations and warranties. You represent and warrant that:

9.1. You undertake sole and exclusive responsibility and liability for bearing all costs, expenses, losses and liabilities incurred, and for all activities undertaken, by you, in connection with the App, including its design, development, testing, marketing and distribution;

9.2. You undertake sole and exclusive responsibility and liability for the App and its content, and for any consequences resulting from distributing them;

9.3. All information you provide to us or to Users, in connection with this Agreement, the Service or the App, is current, accurate, complete and truthful; and

9.4. You are the rightful owner of all rights in and to your App or are lawfully licensed by the rightful owners to use and distribute the App, any part thereof and all content related thereto to others.

10. Service quality and security. We will use efforts to operate the Service efficiently. However, we do not warrant that the Service will operate in an uninterrupted or error-­‐free manner, or that it will always be available, secured from unauthorized access to our computers, immune from damages, free from errors or omissions, harmful components, malfunctions, bugs or failures, including, but not limited to, hardware failures, software failures and software communication failures. Such incidents will not be considered a breach of this Agreement.

11. Service modifications and availability.

11.1. We may, without being obligated to provide advance notice, modify, adapt, improve, or enhance the Service, or any of its features, user interface, design or any other aspect related to it. Such modifications may be conveyed to you through updates, if we, at our sole and absolute discretion, choose to release any. You will have no claim, complaint, or demand against us for applying such modifications or for failures incidental to such modifications. If we enhance the Service to include new or additional features or capabilities, we reserve the right to amend this Agreement and/or the applicable Fees pursuant to section 21 below.

11.2. We may, at any time and at our sole discretion, with or without notice to you, suspend or terminate the provision of the Service, partially or in its entirety, to any and all of the developers who use it or only to some of them, either temporarily or permanently. You will have no claim, complaint, or demand against us for taking such action.

12. Intellectual Property.

12.1. All rights, title and interest, including copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, and all derivatives, improvements and variations thereof, are, and will remain at all times, owned by, or licensed, to us.

12.2. Other than what is expressly granted by this Agreement, this Agreement does not grant you any other rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions, licenses, or content with respect to, or in connection with, the Service.

12.3. In this subsection, “Your Property” means all right, title, and interest, including all intellectual property rights, in and to any App, but excluding any rights, titles, interests and intellectual property rights in and to the Plugin incorporated therein or in and to other parts of the Service. Your Property is owned and retained by you and your licensors.

12.4. You may not copy, distribute, display publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use of, process, translate, sell, lease, rent, reverse engineer, modify or create derivative works of, the Service, or any part thereof, in any way, or by any means.

12.5. You grant us permission to use your Marks on our website and in our marketing material, for reasonable marketing purposes only, to indicate that you are our customer,.

12.6. You may not adapt or otherwise use any name, mark or logo that is identical, or confusingly similar to any of our trademarks, service marks and logos. You must avoid any action or omission that may dilute, or tarnish our goodwill.

13. Term and Termination.

13.1. The term of this Agreement commences upon your execution of it, and ends upon termination or expiration of this Agreement in accordance with the provisions set forth in this section (13).

13.2. We may terminate this Agreement and your right to use the Plugin immediately, in the event that: (i) you have materially breached this Agreement; (ii) we are required to do so by law; (iii) we deem Your use of the Service to be unreasonable; or (iv) for any other reason that we find, at our sole discretion to be justified. We may also terminate this Agreement, with or without reason, by a five (5) business-­‐day prior-­‐written notice to you.

13.3. You may terminate this Agreement at any time, by submitting an electronic written notice to us at Contactus@kitLocate.com. Such termination will take effect upon our notification to you that we have completed processing your notice of termination.

13.4. Upon termination of this Agreement, we may terminate your access to the Service, permanently delete your account on the Service and terminate all access to the Service by the Apps. Upon termination of this Agreement, you must immediately: (a) cease any and all use of the Service, including the Plugin, and remove the Plugin from all copies of the Apps under your own or Users’ possession or control; (b) permanently destroy any copies of the Plugin in your possession or control; (c) cease distributing all Apps that incorporate the Plugin; and (d) cause all others (including third parties) that distribute the App, operate on your behalf, or conduct work for you in connection with the App or the Service, to do the same as prescribed in items (a)-­‐(c) above. You will, promptly upon our request, certify to us, in writing, that you have complied with the above provisions.

13.5. In any event that this Agreement is terminated or expires, you will not be entitled to any refund or reimbursement for any Fees you have paid us and you will not be relieved or excused of any payment obligations that have accrued prior to the effective date of termination or expiration of this Agreement. Notwithstanding such termination or expiration, Section 5 will continue to apply to such payment obligations.

13.6. Termination of this Agreement by us will be, in addition to, and not in lieu of, any equitable or other remedies available to us.

13.7. Sections 6.5, 6.7, 6.8, 6.14, 7.5, 8, 9, 12.1, 12.3-­‐12.6 and 13-­‐20 of this Agreement will survive any termination or expiration of this Agreement.

14. Disclaimer of Warranty. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

KITLOCATE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, QUALITY, NON-­‐INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR USE OR PERFORMANCE OF SERVICE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY US FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF KITLOCATE WHATSOEVER.

15. LIMITATION OF LIABILITY.

15.1. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, WE, INCLUDING OUR EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON OUR BEHALF, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA); COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION, WITH THIS AGREEMENT, INCLUDING ANY USE OF, OR THE INABILITY TO USE THE SERVICE; ANY DAMAGE TO OR LOSS OF USER RELATED DATA; ANY RELIANCE BY YOU OR OTHERS ON YOUR BEHALF, ON THE PERFORMANCE OR DATA GENERATED BY OR IN CONNECTION WITH THE SERVICE, THE PLUGIN OR THE DASHBOARD ; ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE; ANY DENIAL OR CANCELLATION OF YOUR ACCOUNT; OR ANY FAULT OR ERROR MADE BY OUR STAFF, OR ANYONE ACTING ON OUR BEHALF.

15.2. IN ANY EVENT, OUR (INCLUDING OUR EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON OUR BEHALF) TOTAL AND AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE FEES YOU HAVE ACTUALLY PAID US IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT ACTUALLY PAID US ANY FEES IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, THEN WITHOUT DEROGATING FROM SUBSECTION 15.1, WE, INCLUDING OUR EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON OUR BEHALF, WILL NOT BE LIABLE FOR ANY DIRECT DAMAGE.

15.3. Insofar as the Service includes links to services or functions not operated or managed by us, We will not be liable for any form of liability arising from your reliance on, or in connection with, the content of such services and functions or any information provided by them, including but not limited to its completeness, accuracy, correctness or it being up-­‐to-­‐date.

16. Indemnity. You agree to indemnify, defend and hold harmless KitLocate, its managers, directors, shareholders, employees, sub-­‐contractors, agents and anyone acting on their behalf, at your own expense, from, and against, any damages, loss, costs, fines, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any third party complaint, claim, or demand arising from, or in connection with: (a) the App; (b) your use of the Service; (c) your breach of this Agreement, or any other rules or regulations applicable to the Service; or (d) your failure to comply with, or your violation, breach or infringement of, any Privacy Norms or any person’s rights, including any claim concerning privacy and any claim concerning the breach of any applicable third party application development or application store agreements.

17. Governing Law and Jurisdiction. This Agreement, the Service, and any claim, cause of action or dispute arising out of, or related thereto, will be governed solely by the laws of the State of Israel, regardless of your country of origin or where you access the Service from, without giving effect to any conflict of law principles, which would result in the application of the laws of a jurisdiction other than the State of Israel. Any dispute, claim or controversy arising out of, connected with, or relating to this Agreement, the Service, or any use related thereto, will be under the sole and exclusive jurisdiction of the competent court in the Tel Aviv district of Israel.