These terms of use (the "TOU") contains the TOU upon which Qualifire Ltd., and its affiliates ("Qualifire"), grants to you (the "Subscriber") (each, a "Party", and together, the "Parties") the limited right to use Qualifire's Product and Services (as defined below). Please read these TOU carefully before accepting it (including by clicking "I Agree").

IT IS HEREBY CLARIFIED, THAT TO THE EXTENT YOU AND QUALIFIRE HAVE ENTERED INTO A DESIGNATED AGREEMENT WITH RESPECT TO THE USE OF THE PRODUCT, THESE TOU ARE SUBJECT TO THE TERMS OF SUCH DESIGNATED AGREEMENT.

1. Subscription

1.1 Qualifire hereby grants Subscriber during the Term, a limited, revocable, non-exclusive, non-sublicensable, non-transferable right for Subscriber and its employees who are permitted access to the Services by Qualifire ("Authorized Users") to access and use Qualifire proprietary software as a service product ("Product") in accordance with Qualifire's instructions and technical documentation ("Documentation"), solely for Subscriber's internal business purposes, and under the terms set forth in the subscription plan selected by the Subscriber through Qualifire's website or application (the "Subscription"). By completing the Subscription process, Subscriber confirms its acceptance of these TOU, which shall apply to each monthly subscription purchased through the website or application. The access and use of the Product shall be also referred to as the "Services".

1.2 Product Evolution and Suspension. Qualifire may, in its sole discretion, modify, enhance, update, reduce, replace, discontinue or otherwise change any feature of the Product, and may limit, suspend or block access where necessary to preserve security, comply with law, or prevent material abuse, provided Qualifire uses commercially-reasonable efforts to avoid an overall material degradation of core functionality during the Term.

1.3 Qualifire shall provide technical support, on a basis of reasonable effort, all in accordance with the terms set forth in the SLA attached herein as Annex A.

1.4 Restrictions on Use. Subscriber shall not use the Services in any manner or for any purpose other than as expressly permitted in the TOU. Subscriber may not, directly or indirectly, and may not authorize any third party to attempt to: (i) copy, modify, alter, tamper with, repair, or otherwise create derivative works of or distribute any part of the Product or Services; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Subscriber's rights under these TOU, with any third party; (iii) reverse engineer, disassemble, or decompile the Product or the Services, or attempt to discover the Product's source code or underlying algorithms; (iv) use, remove or alter any Qualifire's or any third party's logos, trademarks or any other or other proprietary rights affixed to or provided as part of the Product or the Services; (v) disturb or disrupt the Product or the Services, directly or indirectly, or transmit or activate viruses or any other unlawful material in connection with the Product or the Services; or (vi) use the Product or the Services in a manner that would violate applicable laws, or is outside the scope of the rights granted in these TOU.

2. Rights & Title

2.1 Rights in Product. All title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) evidenced by or embodied in, attached, extracted from, connected, and/or related to the Product, Services, Documentation and the various practices, materials, methodologies, tools, and templates used with respect thereto (and all improvements enhancements, corrections, modifications, alterations, revisions, extensions and updates and derivative works thereof) are and shall remain solely in Qualifire, and/or its licensors, if any ("Qualifire IP"). Qualifire expressly reserves all rights to the foregoing, and except for the limited grant of rights expressly set forth herein, Qualifire does not grant the Subscriber any right, title, or interest in any intellectual property owned or licensed by Qualifire.

2.2 Rights in Output. "Output" means any data, reports, analyses, insights, scores, flags, or other results automatically generated by the Product, including any detection of anomalies, hallucinations, or inconsistencies in AI-generated content, based on the Subscriber's use of the Product and any Subscriber Data provided or processed through it. As between the Parties, the Subscriber shall own all right, title, and interest in and to the Output, excluding any Qualifire IP embedded therein.

3. Subscriber Data, Privacy & Security

3.1 Subscriber warrants that as between the Parties, Subscriber solely owns and retains all rights, title and interest in and to Subscriber Data including all Intellectual Property Rights embodied in Subscriber Data. "Subscriber Data" means any data or information associated with the Subscriber that the Product automatically accesses, collects, processes and/or hosts when Subscriber uploads to the Product or that is transmitted from Subscriber's use of the Product. Subscriber hereby grants to Qualifire, during the Term, a non-exclusive, worldwide royalty-free right store, use and otherwise process the Subscriber Data solely to the extent necessary to provide the Services under these TOU.

3.2 Qualifire does not require the submission of personally identifiable information, as defined under applicable law ("PII") to provide the Services, and by default, the Product is not intended to process such data. If Subscriber submits PII as defined under applicable data protection law, such data will be processed in accordance with the data processing addendum ("DPA") attached hereto as Annex B and applicable law.

3.3 Subscriber grants Qualifire a worldwide, royalty-free, perpetual right to use Subscriber Data, solely in aggregated and irreversibly anonymized form, for the purpose of improving the functionality, performance, and quality of the Product and Services.

4. Confidential Information

4.1 Each party (the "Receiving Party") may have access to certain non-public and/or proprietary information of the other party (the "Disclosing Party"), in any form or media, including confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the Disclosing Party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). The Receiving Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the Disclosing Party's Confidential Information from disclosure to a third party.

5. Consideration

5.1 Fees. The Services are conditioned on Subscriber's payment in full and in advance of the applicable fees set forth in the subscription plan selected by the Subscriber through Qualifire's website or application (the "Subscription Fees").

5.2 All Subscription Fees are non-refundable and exclusive of tax. Fees shall be payable within thirty (30) days of the date of the invoice issued by Qualifire.

5.3 The Company may change, update or modify the Subscription Fees and plans' scope at any time by posting the updated terms and by providing a notice. Updated Subscription Fees, if any, will take effect from the beginning of the next Billing Cycle following the date of such notice.

6. Terms & Termination

6.1 Term. These TOU shall remain in effect as long the Subscriber maintains an active Subscription, unless terminated earlier in accordance with the terms hereof (the "Term"). The Subscription is provided on a month-to-month basis and shall automatically renew at the beginning of each billing cycle (the "Billing Cycle"), until terminated by either party by providing the other party with prior written notice at least 15 days before the end of the then current Billing Cycle.

6.2 Termination for Cause

• 6.2.1 Material Breach. Either party may terminate these TOU with immediate effect upon written notice to the other party if the other party materially breaches these TOU and such breach remains uncured (to the extent that the breach can be cured) thirty (30) days after having received written notice thereof.
• 6.2.2 Distress Event. In the event that either party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other party shall have the right to immediately terminate the Subscription.

7. Effect of Termination

7.1 General. Upon termination of these TOU, (1) Subscriber shall immediately discontinue all access and use of the Product and Services and shall promptly delete all copies of the Documentation in Subscriber's or any of its representatives' possession or control; (2) Qualifire will delete Subscriber Data and Authorized Users access. Qualifire shall have no obligation to retain or make available any Subscriber Data following termination, unless otherwise required by law or mutually agreed in writing.

7.2 Survival. This Section 7 and Sections 1.4 (Restrictions on Use), 2 (Rights and Title), 4 (Confidential Information), 5 (Consideration), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), and 11 (Miscellaneous) shall survive termination of these TOU.

8. Representations and Warranties

8.1 Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the acceptance and performance of these TOU will not conflict with other agreements to which it is bound or violate applicable law.

8.2 Qualifire represents and warrants that (1) it and its personnel shall have, and shall maintain throughout the Term, the capability, skills, experience, licenses, and means required (in accordance with applicable law) to perform the Services; (2) Qualifire will perform the Services in accordance with the cloud resilience professional standards, know-how, processes, procedures and work methods of Qualifire, as maybe updated by Qualifire from time to time.

8.3 Qualifire is not responsible for detecting, identifying, correcting, or addressing any errors, inaccuracies, or defects in Subscriber Data. Qualifire does not undertake any review, investigation, or detection of fraud, illegal acts, or other irregularities as part of the Services. The Services provided by Qualifire are strictly advisory in nature and do not constitute legal advice, legal opinions, or assurances of compliance with any laws, regulations or policies.

8.4 To the fullest extent permitted by applicable law, and except as expressly set forth in these TOU, the Services and all related materials, including any Output, are provided "as is" and "as available," without warranty of any kind. Each Party hereby disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, title, accuracy, non-infringement, non-interference, or that the Services or Output will be error-free or operate without interruption.

8.5 Subscriber acknowledges and agrees that the Services may incorporate and rely on Artificial Intelligence ("AI") and Machine Learning algorithms ("Machine Learning"), which are inherently probabilistic and continuously evolving. Qualifire makes no warranties or representations regarding the accuracy, effectiveness, reliability, or performance of any AI or Machine Learning functionality, and expressly disclaims any liability for errors, inaccuracies, or omissions resulting from their use.

9. Limitation of Liability

9.1 NEITHER PARTY SHALL BE LIABLE, IN CONTRACT OR TORT, UNDER STATUTE OR OTHERWISE, ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES IN CONNECTION WITH CLAIMS ARISING OUT OF THESE TOU OR SUBSCRIBER'S SUBSCRIPTION, OR OTHERWISE RELATING TO THE SERVICES, INCLUDING ANY AMOUNT FOR LOSS OF PROFIT, DATA OR GOODWILL, WHETHER OR NOT THE LIKELIHOOD OF SUCH LOSS OR DAMAGE WAS CONTEMPLATED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR AGGREGATED DAMAGES IN EXCESS OF THE FEES ACTUALLY PAID OR PAYABLE TO QUALIFIRE BY SUBSCRIBER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.2 NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL LIMIT THE LIABILITY OF EITHER PARTY IN ANYWAY FOR LIABILITY OR DAMAGES ARISING FROM (A) INTENTIONAL MISCONDUCT, (B) FRAUD OR FRAUDULENT MISREPRESENTATION. NO CLAIM RELATING TO THE SERVICES OR OTHERWISE UNDER THESE TOU SHALL BE MADE AFTER THE LAPSE OF 12 MONTHS FOLLOWING THE COMPLETION OF A PARTICULAR SERVICE.

10. Indemnification

10.1 Qualifire shall defend, indemnify and hold harmless Subscriber, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys' fees) arising out of or related to any claim that the Product, Services and/or Documentation infringes any third-party intellectual property right. Indemnification hereunder shall be conditioned upon: (a) Subscriber notifying Qualifire of the claim immediately upon becoming aware thereof, (b) Subscriber allowing Qualifire to assume full control of the defense and settlement of such claim, and (c) Subscriber reasonably cooperating with Qualifire in defense and settlement of the claim.

11. Miscellaneous

These TOU shall constitute the full Agreement between the Parties with respect to its subject matter and shall supersede any and all prior agreements and understandings relating thereto. No change, modification, alteration or addition of or to any provision of these TOU shall be binding unless in writing and executed by or on behalf of both Parties by a duly authorized representative.

These TOU and any rights or obligations hereunder may not be transferred or assigned by either party without the prior written consent of the other party, except that either party may assign these TOU as a whole to a successor to all or substantially all of its assets or business related to these TOU, without such consent.

If any of the terms contained in these TOU shall, for any reason, be held to be void or unenforceable, it shall not affect the validity or enforceability of any other term in these TOU.

Qualifire will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Qualifire including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Qualifire.

These TOU shall be governed by and construed under the laws of the State of Israel without reference to principles and laws relating to the conflict of laws. The competent courts of Tel-Aviv shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these TOU.

All notices relating to these TOU shall be in writing and shall be sent to contact@qualifire.ai.