Signals Agreement

 

THIS AGREEMENT (THE “AGREEMENT”) GOVERNS THE ACCESS TO, PROVISION AND USE OF SIGNALS

ANALYTICS LTD.'S ("WE", "US" AND "OUR" SHALL BE INTERPRETED ACCORDINGLY, OR “SIGNALS”)

WEB-BASED PRODUCT FOR DATA ANALYTICS AND INTELLIGENCE, AS WELL AS ITS ACCOMPANYING

OR ANCILLARY SERVICES (COLLECTIVELY, THE “SERVICES”). THE ANALYTICAL AND INTELLIGENCE

CONTENT AND DATA PRESENTED ON OR PROVIDED THROUGH THE SERVICES (COLLECTIVELY, THE

“CONTENT”) CONSTITUTE AN INTEGRAL PART OF THE SERVICES.

THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN SIGNALS ANALYTICS LTD. AND

YOU – THE LEGAL ENTITY IDENTIFIED AT THE BOTTOM OF THIS AGREEMENT AND IN ONE OR MORE

EXECUTED WORK ORDER(S) ATTACHED AS EXHIBIT A HERETO (EACH, A “WORK ORDER”). THE TERMS

"YOU", "YOUR" OR “CLIENT” WILL APPLY TO SUCH LEGAL ENTITY.

 

SCOPE AND USE OF THE SERVICES; RESTRICTIONS

1. Subject to the terms of this Agreement, your due payment of all applicable service fees and the

features, options and further terms specified on the Work Order, you and your employees (acting on

your behalf) (the “Staff”), may access and use the Services (and the Content and Reports therein) only

during the term of this Agreement (except for Reports which may be used after expiration of this

Agreement), on a limited, temporary, revocable (pursuant to the terms hereof), non-exclusive, nonassignable

and non-transferable (and non-sublicensable) basis, strictly for your internal business

purposes. You are fully responsible to all of the acts and omissions of your Staff and hereby undertake to

ensure their compliance with the terms hereof.

2. Certain portions of the Content are made available to you through the Services in the form of tailored

and structured documents that you may download (“Reports”).

3. You acknowledge that you shall be solely responsible to acquire, pay for, repair and maintain all the

equipment, software, hardware, services, including data connection services or any other services or

equipment necessary for using the Services.

4. You represent and warrant that you and your Staff will use the Services, Content and Reports only for

lawful purposes and in accordance with this Agreement and with all applicable laws, regulations,

guidelines and standards, including without limitation export control laws under US and Israeli law.

5. We may employ various technological measures to enforce the restrictions of this Agreement. You and

your Staff must not remove or attempt to remove or circumvent any such measures.

6. Signals may, at its sole discretion, but is not obligated to, introduce, at its discretion, new or additional

functionalities and/or features to the Services, without prior notice. Signals also reserves the right to

remove, at its sole discretion, any existing functionalities and/or features, provided that in the event

such removal significantly impacts the Services, Signals will provide you with advance notice of the changes.

7. Access to the Services by you and your Staff is facilitated through account usernames and passwords.

You are solely responsible for all activity conducted via these accounts. You are responsible to ensure

that all passwords for your accounts are kept confidential and you will be solely and exclusively

responsible for any unauthorized use thereof. Signals will not be liable for any loss that you may incur as

a result of unauthorized use of your account, or account information, or any Services or materials,

including the Content and Reports, either with or without your knowledge.

8. You may not, and must ensure that your Staff does not:

8.1. Reproduce, mirror, resell, license, rent, lease, transfer, lend, timeshare, assign, scrap,

redistribute or display the Services, Content and/or Reports or any part thereof and/or

provide or make them available to any third party by any means or methods;

8.2. Sell, license (or sub-license), lease, assign, transfer, pledge, or share your account and/or

any of your rights under this Agreement with/to any third party;

8.3. Copy, modify, translate and/or create any derivate works of the Services, Content and/or

Reports provided, however, that you and your Staff may retain a reasonable number of

copies of the Reports for lawful use pursuant to the license set forth in Section 1 above;

8.4. Engage in or attempt to engage in: (i) any form of modifying, reusing, disassembling,

decompiling, reverse-engineering, deriving the source code of, translating, testing,

scanning, scraping, probing or hacking the software used to provide aspects of the

Services; (ii) breaching the security or licensing mechanism of the Services or identifying

any security vulnerabilities thereof; (iii) interfering with, circumventing, manipulating,

impairing or disrupting the operation of the Services; (iv) working around or circumventing

any technical limitations in the Services; (v) accessing the Services through or use with the

Services any unauthorized means, services or tools including without limitation any data

mining, robots, or any other automated means or data gathering and extraction tools,

including without limitation in order to extract for re-utilization of any parts of this Services;

or (vi) using any tool to enable features or functionalities that are otherwise disabled,

inaccessible or undocumented in the Services;

8.5. Create any software or program that links, embeds (including without limitation by framing

or deep-linking) or makes direct function calls to Services and/or any software used to

provide aspects of the Services;

8.6. Remove, alter or cause not to be displayed, any trademarks, copyright notices or start-up

messages provided as part of the Services, Content and/or Reports;

8.7. Use the Services, Content and/or Reports for any activity that constitutes or encourages

conduct that would constitute a criminal offense, give rise to civil liability or otherwise

violate any applicable law including, without limitation, laws governing privacy and data

protection, right of publicity, copyright, trademarks export control, consumer protection,

unfair competition, anti-discrimination and false advertising.

8.8. Use the Services, Content and/or reports in order to create a similar or competitive product

or service; or

8.9. Use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and

other harmful or malicious code, files, scripts, agents or programs.

8.10. Download or otherwise export or re-export the Services, Content and/or Reports or

underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq,

Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel

has embargoed goods and services; or (b) to anyone on the U.S. Treasury Department's list

of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial

Orders.

SUPPORT AND ADDITIONAL SERVICES

9. During the term of this Agreement, we, either directly or with the assistance of third parties, may elect

to provide you with reasonable technical support for questions, problems and inquiries regarding the

Services during our business days and hours, and pursuant to the support scheme, hours and channels

separately conveyed to you in writing, subject to Signals' then current policies. In addition to the

disclaimers and limitation of liability provisions set forth in this Agreement, we and relevant third parties

make no guarantees as to any specific response-times or the successful or satisfactory resolution of

any question, problem or inquiry.

10. As part of the Services, and throughout the term of the Services (as fixed in the Work Order), we shall

make available to you such training (on site and/or workshops) as specified in the Work Order, and

against payment of such fees as specified in the Work Order.

11. Additional services may be offered from time to time, subject to mutual agreement on the scope of

such fees and the payment therefor.

TERM; TERMINATION AND EXPIRATION

12. This Agreement shall commence, and become effective, upon the date of signature set forth at the

bottom of the Agreement , and shall continue for the subscription period set forth in the Work Order, and

thereafter by automatic successive renewal of the subscription period, unless earlier terminated as set

forth in Section 13 below and/or terminated by either party, by advance written notice to the other

party, at least thirty (30) days prior to the end of the then-current subscription period.

13. Signals, at its sole discretion, may also terminate your right to access to and use of the Services,

Content and Reports immediately if you breach any term of this Agreement and/or take actions, or fail

to act, in a way that Signals reasonably believes may cause it damage and/or liability, impairs the rights

of Signals to its assets including to any Signals' IPR (as defined in Section 25 below), or if the provision

of the Services to you by Signals is, in Signals’ sole opinion, no longer commercially viable.

14. Upon expiration or termination of this Agreement, you shall, and ensure our Staff shall, immediately

discontinue using the Services, including the Content. You may, however, continue using Reports that

you retrieved from the Services prior to termination of this Agreement, subject to the license set forth

in Section 1 above and the conditions and restrictions set forth in this Agreement. Upon expiration or

termination of this Agreement, we may suspend your accounts on the Services and block your access

thereto.

15. The provisions of the following Sections shall survive termination and/or expiration of this Agreement:

4, 5, 8, 14-46.

FEES

16. Signals charges periodical fees for the Services, as set forth in the Work Order ("Fees"). The Service

Fees do not include any local, state, federal, VAT or foreign taxes, levies or duties of any nature,

including value-added, sales use or withholding taxes ("Taxes"). The Client is solely responsible for

paying all Taxes, excluding only taxes based on Signals’ net income. If Signals has the legal obligation

to pay or collect Taxes for which the Client is responsible, the appropriate amount shall be invoiced to

and paid by the Client in addition to the Fees, unless the Client provides Signals with a valid tax

exemption certificate authorized by the appropriate taxing authority.

17. All payments hereunder shall be made by wire transfer to the account designated by Signals.

18. All fees charged hereunder, including the Service Fees, are non-refundable. Service Fees are not

based on actual usage, so even if you do not use the Services, Content and/or Reports you will not be

entitled to a refund.

19. In addition to any other rights granted to Signals herein, Signals reserves the right to suspend or

terminate this Agreement and your access to the Services and Content immediately if your account

becomes delinquent.

20. You shall not disclose the terms and conditions or special pricing provisions contained in the Work

Order, other than with the prior express written consent of Signals. Any special offers or discounts

offered to you shall be valid and applicable as set forth in the Work Order.

21. If you believe that Signals has billed you incorrectly, you must notify Signals in writing no later than

thirty (30) days after the billing date of the first billing statement in which the alleged error or problem

appeared. Signals will consider any such claim in good faith and, if uncontested, it shall set- off the

amount of overbilling from the next monthly payment.

CONFIDENTIALITY

22. For the duration of the provision of Services, Content and/or Reports and for five (5) years thereafter, any

written (including in electronic form) or oral material of a confidential nature that is provided by one

party to this Agreement (the “Disclosing Party”) to the other party to this Agreement (the “Receiving

Party”) in the course of or in connection with the Services, Content and/or Reports shall

be treated by the Receiving Party in a confidential manner, and must not be disclosed to any third

party without the express written permission of the Disclosing Party, except that the Receiving Party

may disclose such confidential information to its employees, agents and professional advisors, on a

“need to know” basis, provided such employees, agents and professional advisors are subject to

confidentiality obligations substantially similar to those herein. In any event, the Receiving Party will be

liable to the Disclosing Party for any of its employees, agents and professional advisors acts or

omissions with regard to confidential information, as though it performed those acts or omissions. The

Receiving Party may only use the proprietary and confidential information, to the extent reasonably

required for the provision and utilization of the Services, or performance and enforcement of this

Agreement. In the event that the Receiving Party is required to disclose any confidential information

under any law, regulation, or by order of a court or other competent authority, it shall promptly notify

the Disclosing Party in writing of any such requirement (to the extent legally permissible) and to the

extent disclosure is required, it shall be made to the minimum extent permissible by law. For purposes

of this Agreement, confidential information shall mean any trade secret, know how, idea, invention

(whether patentable or not), process, technique, algorithm, computer program (source code, object

code and other variants thereof), design, schematic, drawing, formula, data, product development plan,

strategy, forecast and other technical, engineering, manufacturing, product, marketing, servicing,

financial, personnel and other information and materials relating to the Disclosing Party or any of its

employees, consultants, investors, affiliates, customers, clients, vendors or suppliers. Confidential

Information shall not include information to the extent that the Receiving Party can demonstrate that

such information: was independently developed by or for the Receiving Party without reference to or

use of the information; was lawfully received, without confidentiality obligations, from a source other

than the Disclosing Party that has the right to furnish such Information; was or has become generally

available to the public without breach of confidentiality obligations of the Receiving Party; was in the

Receiving Party’s possession without restriction or was known by the Receiving Party without restriction

at the time of disclosure.

23. Notwithstanding the foregoing, the Content and Reports shall remain as Signals' confidential

information in perpetuity.

24. Any data that you provide to Signals may be used by Signals solely to provide, improve and operate

the Services, and perform and enforce this Agreement, except for aggregate data that does not

identify the Client which may be used by Signals without restrictions. Such data is regarded as your

confidential information that is subject to the above provision. If this Agreement expires or is

terminated, Signals will have no obligation to maintain or forward to you any of your data. It is your

responsibility to prepare your own data backups.

25. Notwithstanding the foregoing, Signals may display your names, trademarks or logos (in the form

provided by you) on a customer reference page, or otherwise as may be necessary for Signals’

marketing efforts or for the provision of Services hereunder.

INTELLECTUAL PROPERTY

26. All rights, title and interest in and to the Services, including without limitation the Content, Reports, the

underlying software,, underlying data, platforms, algorithms, technology, design, any information,

services, texts, files, sound, music, videos, various applications, organization, structure, "look and feel"

and features and any modifications, enhancements and derivatives thereof and all Intellectual Property

Rights associated therewith ("Signals IPR"), are exclusively owned by Signals or its licensors. Other

than the limited license to use the Services, Content and Reports set forth in Section 6 above Signals

does not grant you or any third party any other rights connection with the Services, including without

limitation the Content and Reports. "Intellectual Property Rights" means worldwide, whether

registered or not (a) rights associated with works of authorship, designs, mask works and photography

including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress,

the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d)

trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to

intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as

applicable) now existing or hereafter filed, issued, or acquired.

27. Use of the Services, Content and/or Reports in violation of the limited rights granted hereunder or

restrictions imposed in this Agreement may result in the termination of your rights hereunder and may

expose you to claims for damages. You agree to take all reasonable steps to prevent unauthorized

copying, use or disclosure of any software provided to you by Signals.

REPRESENTATIONS AND WARRANTIES

28. You represent and warrant that:

28.1. You have the full right, power and authority to enter into this Agreement and carryout all of

your obligations set forth herein;

28.2. You are not a competitor of Signals;

28.3. You assume full, exclusive and sole responsibility for determining the appropriateness of

using the Services, Content and Reports in accordance with this Agreement and you

assume all risks associated with such use, including, but not limited to risks of program

errors, damage to or loss of data, programs or equipment and unavailability or interruption

of operations;

28.4. You have all required rights, licenses, permits, approvals and consents to use and provide

to Signals all of the content, materials and information that you provide to Signals;

28.5. Any and all of the content, materials and information that you provide Signals: (i) comply and

will comply with all applicable laws, rules and regulations, this Agreement and will not

(including its use in connection with the Services) infringe the rights of any third party,

including any Intellectual Property Rights and the right to privacy, (ii) are free from any

restrictions, third party rights, payment obligations and/or royalties (including without

limitation to any collecting societies).

29. We make no representations or warranties in connection with the adequacy or suitability of the

Services, Content and/or Reports for your needs. You should carefully assess whether the Services,

Content and/or Reports are adequate and right for you and your business prior to accepting the

Agreement. Signals may provide you with a test account or demonstration of the Services, and assist

you in making your decision. However, you and your Staff use the Services Content and Reports

entirely at your own risk.

30. YOU AGREE THAT YOUR USE OF THE SERVICES, INCLUDING THE CONTENT AND THE REPORTS

SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONTENT

AND REPORTS ARE PROVIDED "AS IS". SIGNALS AND ITS LICENSORS HEREBY DISCLAIM ANY AND

ALL REPRESENTATIONS AND/OR WARRANTIES IN RESPECT OF THE SERVICES, INCLUDING THE

CONTENT, AND REPORTS, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS AND/OR

WARRANTIES RELATING TO THE CONTINUITY, RELIABILITY, ACCURACY, CORRECTNESS OR

SUITABILITY OF THE SERVICES, REPORTS OR CONTENT, INCLUDING WITHOUT LIMITATION AND

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY EXPRESS, IMPLIED OR

STATUTORY WARRANTY OF LACK OF VIRUSES AND THE LIKE, LOSS OF DATA, DAMAGE TO

HARDWARE, TIMELY DELIVERY, QUALITY, SECURITY, VALIDITY, STABILITY, COMPLETENESS,

CORRECTNESS, MERCHANTABILITY, NON- INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE,

TITLE AND QUIET ENJOYMENT, EXPECTED BUSINESS RESULTS OR EARNINGS, EXPECTED

OUTCOME OR BUSINESS BENEFITS FROM UTILIZING THE SERVICES, REPORTS OR THE CONTENT.

SIGNALS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE USE OF THE

SERVICES, CONTENT AND/OR REPORTS WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT

GUARANTEE THAT THE SERVICES, CONTENT AND/OR REPORTS WILL OPERATE IN AN

UNINTERRUPTED OR ERROR-FREE MANNER, OR THAT IT WILL ALWAYS BE AVAILABLE, FREE FROM

ERRORS, OMISSIONS OR MALFUNCTIONS, OR ENTIRELY SECURE FROM UNAUTHORIZED ACCESS.

31. THE SERVICES, CONTENT AND REPORTS ARE PROVIDED MERELY AS AN INFORMATION

PLATFORM, TO BE USED BY YOU AS A TOOL. SIGNALS DOES NOT PROVIDE ANY ADVICE OR

CONSULTATION IN RESPECT OF ANY TRANSACTION, PRODUCT, PROCESS, RESEARCH,

DEVELOPMENT, BUSINESS PLAN OR OTHERWISE AND DOES NOT PROVIDE ANY ADVICE OR

CONSULTATION REGARDING THE USE OR PURPOSE OF USE OF THE SERVICES, CONTENT AND

REPORTS AND DOES NOT ENDORSE ANY OUTPUT THEREOF AND/OR ANY DATA USED

THEREWITH, INCLUDING WITHOUT LIMITATION ANY MARKET INDICATION OR RESEARCH

RESULTS. ALL USE OF AND RELIANCE ON THE SERVICES, CONTENT AND/OR REPORTS AND THEIR

RESULTS SHALL BE SOLELY UNDER YOUR RESPONSIBILITY AND LIABILITY.

32. THE SERVICES, INCLUDING THE CONTENT AND REPORTS, ARE NOT DESIGNED FOR USE IN

CONNECTION WITH CRITICAL OR LIFE SAVING INFRASTRUCTURES, SYSTEMS THAT CONTAIN OR

PROTECT AGAINST DANGEROUS OR HAZARDOUS MATERIALS OR FORCES, NATIONAL SECURITY

PURPOSES OR NUCLEAR, CHEMICAL, OR BIOLOGICAL WEAPONS.

LIMITATION OF LIABILITY

33. Signals, including its shareholders, directors, officers, employees, licensors and/or suppliers, bear no

responsibility or liability, regarding your reliance upon, or use of, the Services, Content or Reports or

your actions or omissions in consequence of the Services, Content or Reports. We, and our

shareholders, directors, officers, employees, licensors and/or suppliers make no representation or

judgment as to the Services, Content or Reports. The inclusion of Content or Reports on or through the

Services does not constitute an endorsement, sponsorship, recommendation or encouragement to

engage in any interaction, activity, transactions or dealings, nor does it constitute an authorization or

representation of our affiliation with third parties. Any and all communications, dealings, engagements,

transactions, and interactions you make based on the Services, Content or Reports, and all

consequences resulting from the above are strictly between you and the relevant third party, and you

assume full and exclusive responsibility for them. We are not a party to those communications,

interactions, dealings, engagements or transactions. YOU HEREBY WAIVE ANY AND ALL CLAIMS AND

CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET

ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE

DOWNLOAD OF ANY MATERIAL FROM THE SERVICES.

34. THE AGGREGATE AND TOTAL LIABILITY, OF SIGNALS AND ITS SHAREHOLDERS, DIRECTORS,

OFFICERS, EMPLOYEES, LICENSORS AND SUPPLIERS UNDER THIS AGREEMENT AND FOR ANY

MATTER ARISING THEREFROM OR FROM THE SERVICES, INCLUDING THE CONTENT, AND/OR THE

REPORTS WILL NOT EXCEED THE AMOUNTS YOU HAVE ACTUALLY PAID TO SIGNALS IN THE

TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT PURPORTEDLY GIVING RISE

TO THE CLAIM. NEITHER SIGNALS (INCLUDING ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND

EMPLOYEES) NOR ITS LICENSORS OR SUPPLIERS WILL BE LIABLE, UNDER ANY LEGAL THEORY,

WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,

INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS,

LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE,

DATA OR OTHER INTANGIBLE LOSSES WHETHER OR NOT FORESEEABLE) RELATED TO THE

SERVICES, CONTENT OR REPORTS, INCLUDING WITHOUT LIMITATION YOUR RELIANCE THEREON,

OR FROM ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE CONTENT

OR REPORTS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR

HAD THE ABILITY TO FORESEE SUCH DAMAGES. YOU ACKNOWLEDGE THAT THE SERVICE FEES

(AND OTHER APPLICABLE FEES) CHARGED BY SIGNALS ARE BASED ON THIS LIMITATION.

INDEMNITY

35. You agree to indemnify and hold harmless Signals and its shareholders, directors, officers, employees,

licensors, suppliers, and subcontractors, upon our request and at your own expense, from, and

against, any damages, loss, costs, expenses and payments, including attorney’s fees and legal

expenses, arising from any third party complaint, claim, plea, or demand in connection with: (a) the

Services, Content and/or Reports, including without limitation breach or violation of any provision or

representation herein; or (b) your violation or infringement of any third party right, including without

limitation any Intellectual Property Right or the right to privacy.

GOVERNING LAW & VENUE

36. Regardless of your place of business, your jurisdiction of incorporation, or where you or your Staff

access or use the Services, Content and/or Reports from, this Agreement, the Work Order and your

and your Staff’s use of the Services, Content and/or Reports shall be exclusively governed in all

respects by the laws of the State of Israel, without regard to its conflicts of laws provisions. Any

disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the

Services will be subject to the sole and exclusive jurisdiction of the competent courts located in Tel

Aviv-Jaffa, Israel. You hereby expressly consent to personal jurisdiction in Israel and expressly waive

any right to object to such personal jurisdiction or the non-convenience of such forum.

Notwithstanding the foregoing, we may lodge a claim against you pursuant to the indemnity clause

above, in any court adjudicating a third party claim against us. You acknowledge that in the event of

breach or threatened breach of any provision of this Agreement by you, Signals could suffer significant

and irreparable harm that could not be satisfactorily compensated in monetary terms, and that the

remedies at law available to Signals may otherwise be inadequate and Signals shall be entitled, in

addition to any other remedies to which it may be entitled to under law or in equity, to the immediate

ex parte issuance, without bond, of an equitable relief, including without limitation an injunctive relief.

The Executive hereby acknowledges and agrees that Signals shall not be required to post bond as a

condition to obtaining or exercising any such remedies, and you hereby waives any such requirement

or condition. The application of the United Nations Convention of Contracts for the International Sale

of Goods or other international laws is expressly excluded.

MISCELLANEOUS

37. This Agreement and the Work Order constitute the entire agreement between you and us concerning

the subject matter herein, and supersede all prior and contemporaneous negotiations and oral

representations, agreements and statements.

38. The failure of Signals to enforce any right or provision of this Agreement will not constitute a waiver of

such right or provision on the part of Signals.

39. Any notices that Signals is required to provide under the Agreement may be provided via e-mail or

posted to your e-mail address or physical address on record in your Services account information.

Notices will be deemed given forty-eight (48) hours after sending. If you elect to terminate the

Services, or to change your account or billing information, you need to provide notice via our customer

support representatives by sending an e-mail to SUPPORT@SIGNALSGROUP.COM with mail follow up

to our main offices at 7 Giborey Israel St. Netanya 42504, Israel.

40. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this

Agreement will remain enforceable and the invalid or unenforceable provision will be deemed

modified so that it is valid and enforceable to the maximum extent permitted by law.

41. YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY

LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASIS OF THIS AGREEMENT

AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO

ENTER INTO THIS AGREEMENT.

42. This Agreement and the Work Order may only be modified by written amendment duly executed by

both parties. No waiver, concession, extension, representation, alteration, addition or derogation from

the Agreement by us, or pursuant to the Agreement, will be effective unless consented to explicitly

and executed in writing by our authorized representative.

43. You may not assign or transfer your rights and obligations under the Agreement or the Work Order,

without our prior written consent. Any attempted or actual assignment by you, without our prior

consent, shall be null and void. We may assign this Agreement, the Work Order and the data collected

and processed, in their entirety, including all right, duties, liabilities and obligations therein and with

respect thereto, to a third-party, upon a merger, acquisition, reorganization or the sale of all or

substantially all of our equity or assets relating to the Agreement. By virtue of such assignment, the

assignee assumes our stead, including all right, duties, liabilities and obligations.

44. Any delay in the performance of any duties or obligations of either party (except the payment of

money owed) will not be considered a breach of this Agreement if such delay is caused by a labor

dispute, shortage of materials, fire, earthquake, flood, war, terrorism, or any other event beyond the

control of such party.

45. Your relationship with Signals is that of an independent contractor, and neither party is an agent,

partner, joint venturer or employee of the other.

46. No provisions of this Agreement are intended or shall be construed to confer upon or give to any

person or entity other than you and Signals any rights, remedies or other benefits under or by reason of

this Agreement.

47. ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE

MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE,

SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY

CLAIM YOU MAY HAVE IN ESPECT THEREOF.

IN WITNESS THEREOF, the parties have caused this Agreement to be signed and delivered by their duly

authorized officers, as set forth below.