VELOCITY TERMS OF USE

Last Updated: April, 2022

BY CLICKING “I AGREE” OR “ACCEPT” (OR OTHER SIMILAR BUTTON), OR BY OTHERWISEDOWNLOADING, ACCESSING AND/OR USING ANY PART OF THE PRODUCT (AS DEFINEDBELOW), YOU (“you”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ANDAGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THESE TERMS ANDCONDITIONS (“Terms”), THE DATE OF SUCH OCCURRENCE BEING THE EFFECTIVE DATE“Effective Date”.

THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND VELOCITY T.K.LTD., A COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL HAVINGITS PRINCIPAL PLACE OF BUSINESS AT 121 MENACHEM BEGIN ST. TEL AVIV ISRAEL (the“Company”, “us”, “we” or “Velocity”) (each, a “Party” and collectively, the “Parties”), ANDGOVERN YOUR USE OF THE PRODUCT ON A LIMITED PERSONAL USE BASIS.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENTTHAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TOTHESE TERMS AND IN SUCH CASE ALL REFERENCES TO “YOU” OR "YOUR" HEREINAFTERSHALL INCLUDE AND APPLY TO SUCH ENTITY. IF YOU DO NOT AGREE WITH ANY OF THETERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE ANY PART OFTHE PRODUCT.

BY ACCEPTING THESE TERMS, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OFAGE
1. When you browse or visit our website, https://velocity.tech/ (“Website”)
2. When you make use of, or interact with, our Website
         a. When you use our "contact us" or similar features on our Website
         b. When we process your job application 
          c. When you request us to provide you a demo 
3. When you make use of, or interact with our platform (“Platform”)
         a. When you create an account and log-in
          b. When you make use of our Platform (freemium version of paying tiers)
4. When you attend a marketing event and/or we exchange business cards and you (or a third party) provide us with your Personal Data
5. When we use the Personal Data of our service providers, resellers, distributors, agents and/or finders (e.g. contact details)  
6. When we use the Personal Data of our customers (e.g. contact details) 
7. When you interact with us on our social media profiles (e.g., Facebook, Instagram, Twitter, LinkedIn)


We greatly respect your privacy, which is why we make every effort to provide a platform that would live up to the highest of user privacy standards. Please read this Privacy Policy carefully, so you can fully understand our practices in relation to Personal Data. “Personal Data” or “Personal Information” means any information that can be used, alone or together with other data, to uniquely identify any living human being. Please note that this is a master privacy policy and some of its provisions only apply to individuals in certain jurisdictions.

Important note:
Nothing in this Privacy Policy is intended to limit in any way your statutory right, including your rights to a remedy or means of enforcement. 

1. Subscription. Subject to the terms and conditions of these Terms, Velocity hereby grants you alimited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right andlicense to access and/or use (as the case may be) the Velocity solution (the “Product”) during theTerm (as defined below), solely for your internal purposes. Unless otherwise indicated, the term“Product” also includes any manual or documentation (“Documentation”) provided or madeavailable to you in connection with the operation of the Product. You may only use the Product inaccordance with the Documentation, subject to the use limitations indicated herein as well as in anyapplicable laws and regulations. You are granted no other right or license in or to the Product, andany right not expressly granted is hereby reserved by Velocity and its licensors. Velocity may, but isnot obligated to, monitor your use of the Product. Velocity may, from time to time, modify andreplace the features and functionalities, as well as the user interface, of the Product. You shall besolely responsible for providing all equipment, systems, assets, access, and ancillary goods andservices needed to access and use the Product, for ensuring their compatibility with the Product.

2. Services
    
2.1 The Product and any services provided shall be referred to as the “Services”.
    The Product may be accessed solely by your employees or service providers who areexplicitly authorized by     you to access and use the Product (each, a “User”) and in accordance with theseTerms. You shall immediately     report any unauthorized access or use of the Product to Velocity. In order toaccess the Product, you and/or     your Users may be required to set up an administrative account with-1-Velocity (“Account”). You warrant and     represent that all information submitted during the registrationprocess is, and will thereafter remain, complete     and accurate. You shall be responsible and liable for allactivities of your Users and all activities that occur     under or in your Account. You will require that allUsers keep their user ID and password information strictly     confidential.

3. Fees. Except as expressly set forth in the Terms, your general right to access and use the Product iscurrently for free, but Velocity may in the future charge a fee for certain access or usage. You willnot be charged for any such access or use of the Product unless you first agree to such charges, butplease be aware that any failure to pay applicable charges may result in you not having access tosome or all of the Product.

4. Prohibited Uses. Except as specifically permitted herein, without the prior written consent ofVelocity, you must not, and shall not allow any User or any third party to, directly or indirectly: (i)copy, modify, create derivative works of, make available or distribute, publically perform, ordisplay any part of the Product (including by incorporation into its products), or use the Product todevelop any service or product that is the same as (or substantially similar to) it; (ii) sell, license,lease, assign, transfer, pledge, rent, sublicense, or share your rights under these Terms with anythird party (including but not limited to offering the Product as part of a time-sharing, outsourcingor service bureau environment); (iii) use any “open source” or “copyleft software” in a manner thatwould require Velocity to disclose the source code of the Product to any third party; (iv) disclosethe results of any testing or benchmarking of the Product to any third party; (v) disassemble,decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Product’s sourcecode or non-literal aspects (such as the underlying structure, sequence, organization, file formats,non-public APIs, ideas, or algorithms); (vi) remove or alter any trademarks or other proprietaryright notices displayed on or in the Product; (vii) circumvent, disable or otherwise interfere withsecurity-related features of the Product or features that enforce use limitations; (viii) export, makeavailable or use the Product in any manner prohibited by applicable laws; and/or (ix) store ortransmit any malicious code (i.e., software viruses, Trojan horses, worms, robots, malware,spyware or other computer instructions, devices, or techniques that erase data or programming,infect, disrupt, damage, disable, or shut down a computer system or any component of suchcomputer system) or other unlawful material in connection with the Product.

5. Intellectual Property Rights.
    
The Product is not for sale and is Velocity’s sole property. All right, title, and interest,including any intellectual     property rights evidenced by or embodied in, attached, connected, and/orrelated to the Product (and any and     all improvements, modifications and derivative works thereof) andany other products, deliverables or services     provided by Velocity, are and shall remain owned solely byVelocity or its licensors. These Terms do not convey     to you or any third party any interest in or to theProduct other than a limited right to use the Product in     accordance herewith. Nothing herein constitutes awaiver of Velocity's intellectual property rights under any     law
    5.2 The (i) content on the Product, including without limitation, the text, documents, articles,brochures,     descriptions, products, software, graphics, photos, sounds, videos, interactive features, andservices     (collectively, the “Materials”), (ii) and, if applicable, User Submissions, as defined below(together with the     Materials, the “Content”), and (iii) the trademarks, service marks and logos containedtherein (“Marks”), are the     property of Velocity and/or its licensors and may be protected by applicablecopyright or other intellectual     property laws and treaties. “Velocity T.K. Ltd.,”, the Velocity logo, and other marks are Marks of Velocity or its     affiliates. All other trademarks, service marks, and logos used onthe Product are the trademarks, service     marks, or logos of their respective owners. We reserve all rightsnot expressly granted in and to the Product     and the Content.
    5.3 Use of Content. Content on the Product is provided to you for your information andpersonal use only and     may not be used, modified, copied, distributed, transmitted, broadcast, displayed,sold, licensed, de-compiled,     or otherwise exploited for any other purposes whatsoever without our priorwritten consent. If you download     or print a copy of the Content you must retain all copyright and otherproprietary notices contained therein.

6. User Submissions.
    
6.1 Responsibility. The Product may permit the submission, hosting, sharing and publishing ofContent including source code by you and other users (“User Submissions”). You understand thatwhether or not such User Submissions are published, we do not guarantee any confidentiality with respectto any User Submissions. You shall be solely responsible for your User Submissions and theconsequences of posting, publishing or uploading them. We have complete discretion whether to publishyour User Submissions and we reserve the right in our sole discretion and without further notice to you, tomonitor, censor, edit, remove, delete, and/or remove any and all Content posted on the Product (includingUser Submissions) at any time and for any reason.
    6.2 Ownership. You represent and warrant that you own or have the necessary rights andpermissions to use and authorize Velocity to use all Intellectual Property Rights (defined below) in and toyour User Submissions, and to enable inclusion and use thereof as contemplated by the Product and theseTerms. Unless the User Submissions are separately referred to, all references herein to Content shallinclude references to User Submissions. “Intellectual Property Rights” means any and all rights, titlesand interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, servicemarks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights,rights of privacy, publicity and similar rights of any type under the laws or regulations of anygovernmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownershiprights in and to your User Submissions.
    6.3 License to User Submissions. By submitting the User Submissions to Velocity, you herebygrant Velocity a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable andtransferable license to use, reproduce, distribute, prepare derivative works of, display, and perform theUser Submissions in connection with the Product and Velocity's business. Any anonymous information,which is derived from the use of the Product (i.e., metadata, aggregated and/or analytics informationand/or intelligence relating to the operation, support, and/or your use, of the Product) which is notpersonally identifiable information and which does not identify you (“Analytics Information”) may beused for providing the Product, for development, and/or for statistical purposes. Such AnalyticsInformation is Velocity's exclusive property.
    6.4 Prohibited Content. You agree that you will not display, post, submit, publish, upload ortransmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of anyjurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietaryrights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk toa person’s safety or health, creates a risk to public safety or health, compromises national security, orinterferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotesillegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) isunlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnicallyoffensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability,violates any law, or is inappropriate; (vii) involves theft or terrorism; or (viii) is otherwise malicious orfraudulent.

7. Information Description. We attempt to be as accurate as possible. However, we cannot and donot warrant that the Content available on the Product is accurate, complete, reliable, current, orerror-free. We reserve the right to make changes in or to the Content, or any part thereof, in our solejudgment, without the requirement of giving any notice prior to or after making such changes to theContent. Your use of the Content, or any part thereof, is made solely at your own risk andresponsibility.

8. Privacy. We may use any personal information that we may collect or obtain in connection with theProduct in accordance with our privacy policy which is available at https://velocity.tech/privacy-policy. You agree that Velocity may use personal information that youprovide or make available to Company in accordance with the Privacy Policy.

9. Third Party Software. The Product may use or include third party open source software, files,libraries or components that may be distributed to you and are subject to third party open sourcelicense terms.
10. DISCLAIMERS.
    
10.1 This section applies whether or not the Product is provided for payment. Applicable lawmay not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein maynot apply
    10.2 THE PRODUCT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, ANDWITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. VELOCITY HEREBYDISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TOIMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULARPURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSEOF DEALING OR USAGE OF TRADE. VELOCITY DOES NOT GUARANTEE THAT THEPRODUCT WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THEPRODUCT MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE,UPGRADING, OR OTHER REASONS. YOU AGREE THAT VELOCITY WILL NOT BE HELDRESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAYRESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFICCONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT,ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED ORADVERTISED ON THE PRODUCT BY A THIRD PARTY.
    10.3 VELOCITY DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENTTHAT APPEARS IN A USER SUBMISSION, AND DOES NOT MAKE ANY REPRESENTATION ORWARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCHCONTENT.
    10.4 EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, VELOCITY DOESNOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND,EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDEOR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE PRODUCT.

11. LIMITATION OF LIABILITY.
    11.1 TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VELOCITY SHALL NOT BELIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTALDAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS ORREPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TOUSE, THE PRODUCT, EVEN IF COMPANUY HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
    11.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VELOCITY FOR ANYDAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TOUSE, THE PRODUCT EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TOVELOCITY FOR USING THE PRODUCT DURING THE THREE (3) MONTHS PRIOR TOBRINGING THE CLAIM.12. Indemnity. You agree to defend, indemnify and hold harmless Velocity and its affiliates, and ourrespective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees)arising from: (i) your use of, or inability to use, the Product; (ii) your User Submissions; (iii) your interaction with any Product user; or (iv) your violation of these Terms

13. Term and Termination.
   13.1 Term. These Terms commence on the Effective Date and remain effective until terminated by Velocity or     you.
    13.2 Termination. Velocity, in its sole discretion, has the right to terminate these Terms and/or your access to the Product, or any part thereof, immediately at any time and with or without cause(including, without any limitation, for a breach of these Terms). Velocity shall not be liable to you or any third party for termination of the Product, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Product in any way, your only recourse is to immediately discontinue use of the Product. Upon termination of these Terms, you shall cease all use of the Product. This Section 14 and Sections 5 (Intellectual Property Rights), 6.3(License to User Submissions), 8 (Privacy), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnity),and 15 (Independent Contractors) to 19 (General) shall survive termination of these Terms.
    13.3 Suspension. Velocity reserves the right to temporarily suspend provision of the Product: (a)if Velocity deems such suspension necessary as a result of Your breach of these Terms (such as a breach under Section 4 (Prohibited Uses); (b) if Velocity reasonably determines suspension is necessary to avoid material harm to Velocity, to its other customers, or to the Product, including without limitation if the Product's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Velocity's control, or (c) as required by law, regulation, or at the request of a governmental entity.
    13.4 Upon termination or expiration of these Terms: (i) the Product license granted to you under these Terms shall expire, and you shall discontinue any further use thereof; and (ii) you shall immediately delete and dispose of all copies of the Documentation in your or any of your representatives’ possession or control. The terms contained herein that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive, including but not limited to Sections 11 and 13 hereof. The termination of these Terms shall not limit Velocity from pursuing any other remedies available to it under applicable law

14. Independent Contractors. You and Velocity are independent contractors. Nothing in these Termscreates a partnership, joint venture, agency, or employment relationship between you and Velocity.You must not under any circumstances make, or undertake, any warranties, representations,commitments or obligations on behalf of Velocity.

15. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Velocity without restriction or notification to you. Any prohibited assignment shall be null and void.

16. Governing Law. Velocity reserves the right to discontinue or modify any aspect of the Product at any time. These Terms and the relationship between you and Velocity shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts of New York, New York and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

17. Disputes. The parties expressly waive any right to a jury trial regarding disputes related to theseTerms. Notwithstanding the foregoing, we may seek injunctive relief in any court of competentjurisdiction. To the extent permitted by law, you: (a) agree that any proceedings to resolve orlitigate any claim, dispute or controversy will be conducted solely on an individual basis (and not inany class action or class-wide proceeding), and that you may initiate such proceedings only on yourown behalf; (b) hereby irrevocably waives the right to litigate such claims, disputes, orcontroversies in court before a jury; and (c) agree not to participate in claims, disputes, orcontroversies brought in an attorney general or representative capacity, or in consolidated claims,disputes, or controversies involving another person's claim against Velocity.

18. General. These Terms shall constitute the entire agreement between you and Velocity concerning the Product. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OFOR RELATED TO THE PRODUCT MUST COMMENCE WITHIN ONE (1) YEAR AFTERTHE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION ISPERMANENTLY BARRED