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SWIFTIC MEMBERSHIP AGREEMENT

This Swiftic Membership Agreement was updated on July 15, 2015. By accessing and using the swiftic.com website (the “Site”) following such update, you indicate that you have read and agreed to the updated terms and conditions of this Swiftic Membership Agreement, including those attached hereto as Appendix A (collectively, the “Agreement”).

PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE USING THE SWIFTIC PLATFORM OR CREATING A MOBILE APP. THIS IS A LEGAL AGREEMENT BETWEEN CONDUIT LTD., DOING BUSINESS UNDER THE BRAND NAME “SWIFTIC” (“SWIFTIC”, “US” OR “WE”) AND YOU AS A “SWIFTIC MEMBER”, “SWIFTIC PARTNER” AND/OR “INVITEE” (AS APPLICABLE). ADDITIONALLY, THE SWIFTIC WEBSITE TERMS OF USE https://app4mobilebiz.wpengine.com/swiftic-website-terms-of-use/ AND THE SWIFTIC PRIVACY POLICY AVAILABLE AT: https://app4mobilebiz.wpengine.com/swiftic-mobile-app-end-user-privacy-policy/ ARE BOTH INCORPORATED HEREIN BY REFERENCE AND ARE A PART OF THIS AGREEMENT. IN ANY CONFLICT BETWEEN THIS AGREEMENT AND ANY OTHER AGREEMENT OR OFFERING MADE BY SWIFTIC AT THE SITE, THIS AGREEMENT SHALL PREVAIL.

Registration. By joining the Swiftic Platform, your hereby agree and accept the terms and conditions of this Agreement. During registration, you will be provided with or may choose a username and password with which you shall be able to access your Swiftic account at the Site (the “Swiftic Account” or “Account”) and use the Swiftic Platform in accordance with your authorizations.

Subscription Plans. We may provide you with various subscription plans to choose from. Each plan will include: (i) administrative and promotional tools and/or features available to you when using the Mobile App(s); (ii) services and features to be included in your chosen Subscription Plan; and (iii) the fee for your chosen Subscription Plan and the duration of your license to use the Mobile App under each such plan, all of which are available via the Swiftic Platform, as further detailed in Section 4 and 5 in Appendix A attached hereto. Any Subscription Plan and/or its specifications may be updated and/or changed from time to time by Swiftic or cancelled in its entirely.

App Publication Assistance Services.You may utilize our App Publication Assistance Services, which will help you submit the Mobile App(s) to the mobile application stores or marketplaces of mobile applications, as detailed in Section 6 in Appendix A attached hereto.

Hire a Pro. You may join the “Hire a Pro” service or provide it as a Swiftic Partner, in accordance with the terms and conditions of the “Hire a Pro” service available at the Site.

As a participant in the “Hire a Pro” service, you will be referred to one of our Swiftic Partners with whom you will engage directly in order to be provided with its services for your Mobile App. Partner’s services may include, without limitation, creation, design, customization, managing and editing of your Mobile App for you and/or publication of your Mobile App via the application stores or marketplaces of mobile applications (the “App Store(s)”) of your choice, as detailed in Section 9 in Appendix A attached hereto.

As a Swiftic Partner, under the “Hire a Pro” service, you may engage with our customers (Swiftic Members and/or Invitees) directly for the benefit of providing them with professional assistance in the creation, design, customization process, marketing, managing of their Mobile App(s) and/or publication of their Mobile App(s) via the App Store(s) of their choice, as detailed in Section 9 in Appendix A attached hereto.

Rewards Program, Customer membership or any other equivalent feature. You may add this feature to your Mobile App, subject to the terms and conditions in Section 10 in Appendix A attached hereto.

BY CLICKING THE “PAY NOW” “PAYPAL”, “JOIN” OR “SIGN IN” (OR SIMILAR LANGUAGE PROVIDED BY SWIFTIC) BUTTON, BY ACCESSING OR USING THE SWIFTIC PLATFORM OR YOUR SWIFTIC ACCOUNT, OR BY CREATING A MOBILE APP, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT AND AGREE THAT SWIFTIC WILL TREAT YOU AS A SWIFTIC MEMBER, SWIFTIC PARTNER AND/OR INVITEE (AS APPLICABLE) ON THE SWIFTIC PLATFORM FROM THAT POINT ONWARDS. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SWIFTIC PLATFORM, CREATE, DISTRIBUTE, MANAGE OR EDIT A MOBILE APP VIA THE SWIFTIC PLATFORM. IF YOU CONSENT TO THIS AGREEMENT ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR CONSENT TO THIS AGREEMENT WILL BE TREATED AS THE CONSENT OF THE BUSINESS. IN THAT EVENT, “SWIFTIC MEMBER”, “INVITEE”, “SWIFTIC PARTNER”, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT BUSINESS. YOU ALSO CONSENT TO THE USE OF: (A) ELECTRONIC MEANS TO COMPLETE THIS AGREEMENT AND TO PROVIDE YOU WITH ANY NOTICES GIVEN PURSUANT TO THIS AGREEMENT; AND (B) ELECTRONIC RECORDS TO STORE INFORMATION RELATED TO THIS AGREEMENT AND YOUR USE OF THE SWIFTIC TECHNOLOGY. SWIFTIC RECOMMENDS THAT YOU PRINT OUT OR SAVE A LOCAL COPY OF THE AGREEMENT FOR YOUR RECORDS.

For any questions with respect to your Account, please contact us at: support@swiftic.com.

APPENDIX A – GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

The following capitalized terms shall have the following meanings:

1.1. “Affiliates” means any and all entities which, directly or indirectly, control, being controlled by or under common control of Swiftic.

1.2. “Swiftic Member” means an individual or entity that creates, implements, distributes, makes available or administers a Mobile App.

1.3. “Swiftic Member Materials” means any Content provided or used by a Swiftic Member, Swiftic Partner and/or Invitee, or goods or services offered by the Swiftic Member, Swiftic Partner and/or Invitee, in connection with a Mobile App, including that which a Swiftic Member, Swiftic Partner and/or Invitee adds to any part of the Swiftic Technology, the TPC, or to Swiftic Member, Swiftic Partner and/or Invitee’s website, including any new releases or new versions thereof and any Updates thereto.

1.4. “Swiftic Partner” or “Swiftic Certified Partner” means that you have met certain preconditions determined by Swiftic and Swiftic notified you, in writing, that you have been found eligible to be a Swiftic Partner or Swiftic Certified Partner subject to the terms of this Agreement. Unless expressly excluded, any and all restrictions, rights and obligations which apply to Swiftic Member in this Agreement will also apply to Swiftic Partner or Swiftic Certified Partner. Swiftic may cancel your eligibility to be a Swiftic Partner at any time by written notice, with or without cause, at its sole discretion.

1.5. “Swiftic Privacy Policies” means the Swiftic privacy policy available at: https://app4mobilebiz.wpengine.com/swiftic-mobile-app-end-user-privacy-policy/, which contains information about Swiftic’s policy and procedures regarding the collection use, sharing and disclosure of information Swiftic receives from users of the Swiftic Technology and/or website, as may be updated by Swiftic from time to time and which is incorporated herein by reference.

1.6. “Swiftic Platform” means Swiftic Technology and/or the TPC.

1.7. “Swiftic Technology” means Swiftic’s proprietary Mobile Apps generating platform and any other products and services provided by Swiftic therein or in connection thereto for use and/or display on the internet, mobile phones, tablets and/or any other current or future platform or media (whether owned by Swiftic or licensed by it) including, but not limited to, software and tools provided by Swiftic to a Swiftic Member, Swiftic Partner and/or Invitee (as applicable) which enable the implementation and administration of the Mobile App(s) in connection with the Swiftic Technology, but not including TPC.

1.8. “Content” means data, information, graphics, links, web pages, signs, images, software and code, files, texts, photos, audio or video, sounds, visual works, musical works, works of authorship, and components.

1.9. “Content Sharing Services” means the service, software and features made available by Swiftic via the Swiftic Platform which enables web and/or mobile publishers and Content providers to access, distribute and share their Content with third parties as well as select and use third party Content shared by others.

1.10. “End User” means an individual user who downloads, installs or uses a Mobile App.

1.11. “End User Content” means any Content, information or other materials which End Users post, upload, link and otherwise submit to or via a Mobile App.

1.12. “Export Control Laws” means any U.S. export laws and regulations including export or re-export directly or indirectly of technology, including to countries embargoed by the U.S.

1.13. “Fraudulent Activity” means any of the following activities: (a) fictitious installation and/or download of a Mobile App; (b) installing or uninstalling any program (including, without limitation, a Mobile App) on an End User’s mobile device, without the End User’s consent or any other similar practices; (c) automated, deceptive, fraudulent, encouraged or other invalid searches in any web search feature, or searches for any purpose other than organic retrieval of information and web browsing in good faith; (d) automated and/or fraudulent clicks on: ads, sponsored links, sponsored search results, Mobile App components, or such clicks for purposes other than retrieval of information in good faith; (e) initiating or using a promotion in connection with a Mobile App which violates any applicable law or regulation, or an existing agreement between a Swiftic Member, Swiftic Partner and/or Invitee and Swiftic or which is not consistent with industry standards and good practices; (f) reverse engineer, bypassing and/or circumventing the Swiftic Platform, including any subscription plan available therein; (g) hacking to a Mobile App or the Swiftic Platform or any part thereof, or using a Mobile App or the Swiftic Platform in order to hack into public or private infrastructure or equipment; or (h) using in connection with a Mobile App or the Swiftic Platform any material that contains software viruses or any other computer code, files or programs designed to interrupt, hijack, destroy or limit the functionality of any computer software, hardware, network or telecommunications equipment.

1.14. “Intellectual Property Right(s)” means: (i) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (ii) all registered and unregistered trademarks, service marks, trade names, trade dress, logos and registrations and applications for registration thereof; (iii) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (iv) all trade secrets and confidential business and technical information (including, but not limited to, research and development, know-how, proprietary knowledge, financial and marketing information, business plans, formulas, technology, engineering, production and other designs, drawings, engineering notebooks, industrial models, software and specifications); (v) all rights in databases and data compilations, whether or not copyrightable; and (vi) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media).

1.15. “Invitee” means any person or entity that a Swiftic Member and/or Swiftic Partner sends an invite to join and/or use the Swiftic Platform in accordance with specific authorizations provided to it by Swiftic Member and/or Swiftic Partner. Swiftic Member and/or a Swiftic Partner may cancel any Invitee’s authorization to use the Swiftic Platform at any time at its sole discretion.

1.16. “Marks” mean trademarks, service marks, trade names, trade dress and associated logos, in each case, whether or not registered.

1.17. “Mobile App(s)” means any mobile application generated and/or administered by a Swiftic Member, Swiftic Partner and/or Invitee via its use of the Swiftic Platform in compliance with the terms and conditions of this Agreement, for use on mobile phone device, tablet, television and/or any other current or future platform or media.

1.18. “Mobile App Privacy Policy” means the default privacy policy provided by Swiftic that governs the collection, use and disclosure of information by Swiftic as a result of an End User’s usage of a Mobile App and/or the services therein.

1.19. “Monetization Tool(s)” means advertisement and/or any other sponsored service, feature, link or offering and/or other services, embedded in, bundled with or attached to the installation / download, usage or display of the Mobile App(s), and/or any promotion, marketing materials, features, services or products provided or enabled by Swiftic via the Swiftic Platform which may be used by you to generate transactions for your business via your customers’ use of the Mobile App or otherwise generate revenue for you. Monetization Tools may include: coupons, loyalty card, e-commerce store, scratch cards, advertisements or offering of additional applications or services.

1.20. “Prohibited Activity” means: (a) any activity or use of Content that (i) encourages conduct that would be considered a criminal offense or could give rise to civil liability, or violates any applicable law, regulation or order of any court or tribunal including, but not limited to, collecting, using or disclosing personal information from any individuals in violation of applicable law, including without limitation personal information of minors in violation of applicable privacy law, including, without limitation, the Children’s Online Privacy Protection Act of 1998, regulation and/or industry best practices; (ii) violates, misappropriates, or infringes any third party (including, without limitation, End Users) Intellectual Property Rights, rights of privacy and publicity, or other proprietary or legal rights; (iii) materially interferes or disrupts web navigation or browsing; (iv) involves rewards programs or actual monetary exchanges, without Swiftic’s express written approval ; or (v) modifications to other mobile applications (and/or Content on such mobile applications) used by End Users and controlled by third parties without the End Users’ consent; (b) usage which adversely affects public or private infrastructure or equipment; (c) installation or un-installation of a Mobile App that is generated without an accurate and conspicuous disclosure and without informed consent or any other similar practices; (d) Fraudulent Activity; (e) use, endorsement, and/or promotion of Content which: (i) is, promotes presents, or advocates pornographic, obscene, excessively profane, racist, ethnically offensive, crude humor, frighten or horror themes or images, threatening, infringing, violent, libelous, gambling-related, or discriminatory activity, promotes illegal drugs or arms trafficking, violates Export Control Laws, creates a risk to a person’s safety or health, compromises national security or interferes with an investigation by law enforcement officials, or is misleading or deceptive material or is any type of malware; (ii) promotes, advocates or facilitates terrorism, terrorist-related activities or violence; (iii) contains any Nazi symbols or references; or (iv) contains excessive or inappropriate advertisements or Content as determined by Swiftic in its sole discretion; (f) using a Mobile App or the Swiftic Platform to offer, distribute or promote any mobile application that is substantially similar to the Mobile App; (g) redirecting traffic or replacing web pages or any other pages available in a Mobile App to web pages or other pages which promote Content or products which may adversely affect the use of the Mobile App and/or violates any of the prohibitions contained herein; or (h) violating Swiftic’s Third Party Guidelines available at: http://www.swiftic.com/guidelines/ which are incorporated herein by reference or (h) any attempt to bypass any Subscription Plan in order to avoid payment and/or get a reduced rate.

1.21. “Terms” means Swiftic’s End-User terms of use to which End Users must provide their assent as part of the Mobile App installation process.

1.22. “Third Party Content” or “TPC” means any third party Content and technology that is offered, distributed or promoted in or from the Swiftic Technology.

1.23. “Updates” means bug fixes, error corrections and patches; and does not include new versions or new releases.

2. GRANT OF LICENSE

2.1. Swiftic Member’s License. Swiftic hereby grant to Swiftic Member a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable (except for Invitee’s License described in sub-section 2.2 below) right and license, during the Term to use the software, tools, features and services that are provided as part of the Swiftic Technology solely to create, use, distribute and administer the Mobile App(s) (collectively, the “Swiftic Member’s License”).

2.2. Invitee’s License. Swiftic hereby grant to Invitee a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable right and license, during the Term to use the software, tools, features and services that are provided as part of the Swiftic Technology solely to use, distribute and administer the Mobile App(s) in accordance with a set of permissions provided by Swiftic Member, Swiftic Partner or Swiftic, as applicable (collectively, the “Invitee’s License”).

2.3. Swiftic Partner’s License. Swiftic hereby grant to Swiftic Partner a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable (except for Invitee’s License described in sub-section 2.2 above) right and license, during the Term to use the software, tools, features and services that are provided as part of the Swiftic Technology solely to create, use, distribute and administer the Mobile App(s) as permitted herein and to display Swiftic’s Marks on the Swiftic Partner website subject to Swiftic’s Trademark Policy (collectively, the “Swiftic Partner’s License”). Swiftic reserve the right to change or cancel its authorization to use its Marks at any time, by written notice.

2.4. Swiftic Member, Swiftic Partner and/or Invitee hereby grants to Swiftic and its Affiliates a worldwide, royalty free, non-exclusive right and license (with the right to sublicense) to: (a) use, reproduce, modify, crewel, catch, distribute, perform, transmit, display and access the Swiftic Member IP (as defined below) which Swiftic Member, Swiftic Partner and/or Invitee has added to the Swiftic Platform solely for the purposes of making the Swiftic Member IP, promoting Mobile App(s) and implementing any changes or updates to Mobile App(s) as set forth herein; (b) distribute, promote, place and display the Mobile App, including the Swiftic Member IP; (c) access and query Mobile App(s) as set forth in this Agreement, including without limitation to run any queries necessary to confirm Swiftic Member, Swiftic Partner and/or Invitee’s compliance with the terms and conditions of this Agreement or to implement any changes or updates to the Mobile App(s); (d) implement, provide or make available from time to time Monetization Tool(s) as may be applicable; and (e) submit the Mobile App(s) to the App Store(s) (as defined below) under Swiftic, Swiftic Member, Swiftic Partner and/or Invitee’s developer account,, as applicable (collectively, the “Swiftic’s License”). In the event that Swiftic Member, Swiftic Partner or Invitee wishes to exclude the Swiftic Member IP from any such promotion or distribution, Swiftic Member, Swiftic Partner or Invitee shall notify Swiftic via the “Contact Us” link which is available at its Swiftic Account.

2.5. Each party grants to the other party a limited, worldwide, non-sub-licensable (except as permitted in this Agreement), non-exclusive license to use the other party’s Marks solely to engage in the marketing and promotional activities set forth in this Agreement. Any use by one party of a Mark of the other party must be in accordance with applicable law and with respect to Swiftic, solely in accordance with Swiftic’s trademark policy. Each party acknowledges and agrees that any and all goodwill and other proprietary rights that are created by or that result from such party’s use of a Mark of the other party as permitted hereunder will inure solely to the benefit of the other party.

2.6. Swiftic Technology may use or include open source software (“OSS”), including those detailed in this notice file https://app4mobilebiz.wpengine.com/swiftic-open-source-notices/. To the extent so stipulated by the license that governs each OSS (“OSS License”), each such OSS is subject to its respective OSS License, not this Agreement. If, and to the extent, an OSS License requires that this Agreement effectively impose, or incorporate by reference, certain disclaimers, provisions, prohibitions or restrictions, then such disclaimers, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this Agreement, as required, and shall supersede any conflicting provision of this Agreement, solely with respect to the corresponding OSS which is governed by such OSS License. If, and to the extent, an OSS License requires that the source code of the OSS it governs be made available, Swiftic hereby grants a written offer, valid for the period prescribed in such OSS License, to obtain a copy of the source code of the OSS, from Swiftic. To take up this offer, contact Swiftic at support@swiftic.com.

3. MOBILE APP CUSTOMIZATION

3.1. Swiftic Member and/or Swiftic Partner and/or Invitee (as applicable) agrees to provide accurate, current and complete information during the registration process and to keep such information up to date. Swiftic reserves the right to suspend or terminate the Swiftic Account if in Swiftic’s sole determination it reasonably believes that any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. Swiftic Member and/or Swiftic Partner and/or Invitee is responsible for safeguarding and maintaining the confidentiality of its username, password and corresponding Swiftic Account information. Swiftic Member and/or Swiftic Partner and/or Invitee agrees that it is entirely and solely responsible for any and all activities or actions that occur under its Swiftic Account, whether or not Swiftic Member and/or Swiftic Partner and/or Invitee has authorized such activities or actions. Swiftic Member and/or Swiftic Partner and/or Invitee agrees to notify Swiftic in writing of any unauthorized and/or fraudulent use of its Swiftic Account, a Mobile App, the name of its Mobile App or its username or password. For purposes hereof, Swiftic Member’s and/or Swiftic Partner’s and/or Invitee’s identifying details will be those provided by it during the registration process for creating its first Mobile App hereunder or as may be updated during the Term (as defined below) subject to Swiftic’s prior written approval.

3.2. Without derogating from any of the terms and conditions of this Agreement, in the event that Swiftic Member and/or Swiftic Partner does not access its Swiftic Account for a consecutive period of at least six (6) calendar months, Swiftic may modify any Mobile App (including its features and/or functionality) or remove from the Swiftic servers any Mobile App associated with such Swiftic Account or suspend access to or terminate such Swiftic Account without notice.

3.3. Swiftic retains the exclusive right in its sole discretion to: (a) determine which features, services, products, software, Monetization Tools or other tools will be available to Swiftic Member, Swiftic Partner and/or Invitee’s use of the Swiftic Platform; and (b) add, change or remove any Content, materials and/or functionality made available in any Mobile App or in the Swiftic Platform at any time, with or without reason, and without notice. For example, Swiftic may change the settings and/or appearance of any part of the Swiftic Platform or any elements thereof which may be provided in a Mobile App or otherwise, without prior notice or Swiftic may provide any Updates, new versions, new releases and upgrades to any Swiftic Platform or any other elements thereof. Notwithstanding the foregoing, Swiftic will do its reasonable commercial efforts that the Swiftic Member Materials will not be modified, but only the format of the Swiftic Member Materials as provided in a Mobile App will be changed as a result of the technical removal or addition of a functionality or element of a Swiftic Platform from a Mobile App.

3.4. Swiftic retains the exclusive right to determine, implement, provide or make available from time to time any Monetization Tool(s). Swiftic Member, Swiftic Partner and/or Invitee will not: (i) modify, remove or interfere with the Monetization Tools; (ii) provide, make available or link to services, functionality or features that compete with or are similar to or are substitutes for, the Monetization Tools; or (iii) permit, authorize or encourage a third party to engage in any of the activities set forth in clauses (i) or (iii).

3.5. In the event that Swiftic offers certain unique feature or functionality, such as video search or music features as part of the Swiftic Platform (each a “Unique Feature”), Swiftic Member, Swiftic Partner and/or Invitee will not modify, remove or interfere with Unique Features, including but not limited to, the default settings and/or the definitions thereof.

3.6. Swiftic may enable you to use and offer to your customers via the Mobile App coupons and/or other loyalty commercial features. By creating and providing such coupons to your customers via the Mobile App, you hereby agree to comply with the Swiftic Coupons Policy which shall also be linked from your coupons. Swiftic Member, Swiftic Partner and/or Invitee will not modify, remove or interfere with the Swiftic Coupons Policy, including but not limited to, not to bypass or remove it in any manner.

3.7. Swiftic Member, Swiftic Partner and/or Invitee acknowledges and agrees that pursuant to the Swiftic Platform settings that the Swiftic Member, Swiftic Partner and/or Invitee configured, Swiftic may incorporate within the Mobile App, and serve the End user with, advertisements. Such advertisements may be facilitated by third party ad networks that serve advertisements originating from third parties, or be facilitated by Swiftic that serves advertisements regarding other mobile application generated or administered by the Swiftic Platform. We assume no responsibility or liability advertisements originating from third parties, or any third party content, products or services offered through any mobile application that Swiftic advertises.

3.8. Swiftic Member, Swiftic Partner and/or Invitee acknowledges and agrees that it is solely responsible for any and all costs and expenses relating to or required in connection with Swiftic Member, Swiftic Partner and/or Invitee using any third party’s services in connection with the development of the Mobile App.

4. SUBSCRIPTION PLANS TERMS

4.1. Terms of Payment. . In consideration for the Subscription Plan, Swiftic Member and/or Swiftic Partner will pay Swiftic the fees applicable to its chosen Subscription Plan. Certain Subscription Plans entail recurring billing (monthly/quarterly/annually), others may be subject to onetime fee or are free of any charge. All fees are pre-paid via the Swiftic Platform and are non-refundable. Swiftic Member and/or Swiftic Partner acknowledges and agrees that, if applicable to Swiftic Member and/or Swiftic Partner, V.A.T will be added to all subscription fees as required by applicable tax law. In case of recurring billing, Swiftic Member and/or Swiftic Partner will be automatically charged in each calendar month/year(s) in accordance with the terms of its chosen Subscription Plan. “Onetime Fee” means a fee billed once for certain service package or promotion (“Onetime Fee Services”). Swiftic will continue providing the Onetime Fee Services until: (a) Swiftic Member and/or Swiftic Partner terminated its Account; (b) Swiftic terminates the Swiftic Account or the respective Mobile App due to Swiftic Member’s and/or Swiftic Partner’s breach of this Agreement; or (c) if Swiftic decides, in its sole discretion, to stop providing the Onetime Fee Services or major part thereof to all Swiftic Members and/or Swiftic Partners in general. In such case, Swiftic will cease providing the Onetime Fee Services upon the lapse of 36 month from commencement of the Onetime Fee Services or immediately for those Swiftic Members and/or Swiftic Partners which the Onetime Fee Services were provided to for 36 month or more.

4.2. Termination of Subscription Plan. In the event Swiftic Member or Swiftic Partner terminates its subscription to any paying Subscription Plan, then such termination shall take effect in the next billing cycle. Swiftic will not refund Swiftic Member or Swiftic Partner for early termination of the Agreement or for any paying Subscription Plan.

4.3. Reports. Swiftic will provide Swiftic Member, Swiftic Partner and/or Invitee with access to an online page hosted on Swiftic’s servers where it can view reports and analysis regarding the usage of its Mobile App. Swiftic will not be liable for any unavailability or inaccuracy, temporary or otherwise, of any reports, data or information provided online.

5. SWITCHING BETWEEN SUBSCRIPTION PLANS

5.1. Swiftic Member or Swiftic Partner (as applicable) may replace its Subscription Plan with another Subscription Plan or cancel it at any time during the term of this Agreement. Any replacement or cancellation of Subscription Plan will enter into effect immediately. Notwithstanding the foregoing, no refund will be available in case of cancellation of Subscription Plan.

5.2. Swiftic reserve the right to notify Swiftic Member or Swiftic Partner (as applicable) if the number of installations of its Mobile App exceeds or is about to exceed the relevant quota of installs and/or push notifications, use of features or other plan limitations, as applicable to each Subscription Plan. In the event Swiftic Member or Swiftic Partner (as applicable) receives such notification, it will either have to upgrade its Subscription Plan or curtail its distribution of the Mobile App(s) and/or use of push notifications and/or features or otherwise, as applicable to its chosen Subscription Plan. Upgrade of a Subscription Plan shall only be in effect from the following month.

5.3. If Swiftic Member or Swiftic Partner (as applicable) exceeds its current Subscription Plan installation quota for creating Mobile Apps and/or push notifications, use of features or other plan limitation, as applicable to each Subscription Plan. and fails to upgrade its Subscription Plan (the “Payment Violation” and “Payment Violation Event”) the following terms shall prevail:

5.3.1. The Mobile App control panel may cease to be available to Swiftic Member, Swiftic Partner and/or its Invitee(s).

5.3.2. Certain features of the Mobile App(s) that were available to Swiftic Member, Swiftic Partner and/or its Invitee(s) via the Swiftic Account may cease to be available.

5.3.3. Swiftic Member or Swiftic Partner (as applicable) acknowledges and agrees that until Payment Violation is cured: (a) if Swiftic Member or Swiftic Partner (as applicable) has placed advertisement(s) in the Mobile App, using Swiftic Platform, it will not be entitled to receive any payment with respect to any advertisement, as of the date in which the Payment Violation Event occurs and until the Payment Violation is cured (if cured), or (b) Swiftic will have the right, at its sole discretion, to place advertisements, display notifications, promotions, offerings or otherwise in the Mobile App and/or in Invitee’s control panel at the Swiftic Platform. Swiftic Member or Swiftic Partner (as applicable) acknowledges and agrees that the foregoing measure is adequate and reasonable compensation due to Swiftic in light of any Payment Violation.

5.4. Notwithstanding the foregoing, Swiftic shall have the right to (a) take any additional actions as permitted by this Agreement when a Fraudulent Activity is taking place; (b) deactivate the Mobile App and (c) immediately terminate this Agreement , without notice, following a Payment Violation Event.

6. APP PUBLICATION ASSISTANCE SERVICES

6.1. Eligibility. In order to use Swiftic’s App Publication Assistance Services, Swiftic Member or Swiftic Partner (as applicable) will be required to enter into separate agreement with each of the App Store(s) and thereby create a developer account. Once such account is activated, it will be able to use our App Publication Assistance Services.

6.2. License. In the event Swiftic Member or Swiftic Partner (as applicable) choses to use Swiftic’s App Publication Assistance Service to open the developer account at the Store(s), under its name and on its behalf, Swiftic Member or Swiftic Partner (as applicable) hereby grant Swiftic a right and license to open such developer account at the Store(s), under its name and on its behalf. Swiftic Member or Swiftic Partner (as applicable) further agrees to provide Swiftic with its developer account login details with each applicable App Store (the “Account Details”). By providing Swiftic with the Account Details, Swiftic Member and/or Swiftic Partner (as applicable) hereby authorizes and grants Swiftic a right and license to (i) submit its Mobile App, under its name and on behalf, to the App Store of its choice, including without limitation, filling out forms and applications under its name and on its behalf, as required by the relevant App Store in connection with the Mobile App publication process, including forms or questionnaires for the Mobile App’s content rating; based on its undertakings and representations under this Agreement (ii) upgrade or update its Mobile App resource files, to the extent such upgrade or update is applicable and/or requested by Swiftic Member or Swiftic Partner (as applicable) and/or the relevant App Store or as otherwise permitted by this Agreement, and (iii) remove a Mobile App from the App Store. Swiftic Member and/or Swiftic Partner (as applicable) represents and warrants that: (a) it will provide Swiftic with accurate Account Details and any additional information reasonably requested by Swiftic for the purpose of performing the actions permitted under this section; (b) it is aware that its Mobile App Content rating may be determined by Google Play or Apple Store (or any other app stores) based on the information shared by Swiftic with the respective App Store and Swiftic Member’s and/or Swiftic Partner’s presentations with respect to Prohibited Activity (Section 1.20 hereinafter). Following publication, Swiftic Member and/or Swiftic Partner (as applicable) will be solely responsible to update the information shared by Swiftic with Google Play and Apple Store to accurately depict or present its Mobile App Content. Such update shall not release Swiftic Member and/or Swiftic Partner (as applicable) from its undertakings or representations under this Agreement.

6.3. App Publication Assistance Services. Swiftic may, on a case by case basis, review the Mobile App(s) and correspondence with prior to publication to the respective App Store or thereafter in the event of rejection, filling out forms and applications on behalf of the Swiftic Member and/or Swiftic Partner (as applicable), as required by the relevant App Store(s) in connection with the Mobile App publication process.

6.4. During the Term and the Wind–down Period, Swiftic shall keep the Account Details. Swiftic will use commercially reasonable efforts to safeguard the Account Details.

6.5. For avoidance of doubt, following publication of the Mobile App via the App Store(s), Swiftic Member, Swiftic Partner and/or Invitee (together and separately) will remain liable for the Swiftic Member Materials added and/or made available thereby to or in the Mobile App on the App Store(s).

6.6. Swiftic makes no representations or warranties of any kind, whether express, implied, statutory or otherwise, with respect to, nor takes any responsibility for, (a) the acceptance of a Mobile App by any App Store(s); and (b) Swiftic Member’s or Swiftic Partner (as applicable) compliance or non-compliance with the respective App Stores terms of use, standards or guidelines.

6.7. App Store Fee. . Swiftic Member or Swiftic Partner (as applicable) acknowledges and agrees that notwithstanding the App Publication Assistance Services provided by Swiftic hereunder, each App Store may charge a fee for opening a developer account with such App Store or any other fees determined by the App Store. Such fees will be paid by the owner of such developer account directly to such App Store or as otherwise permitted by each App Store.

7. PAYMENTS

7.1. Payments by Swiftic Member or Swiftic Partner (as applicable) under this Agreement are being processed by Blue Snap, Inc., a reseller of Swiftic, (the “Payment Processor”). Swiftic may decide, it its sole discretion, to replace the Payment Processor and to process payments by itself or appoint a third party for such purpose.

7.2. All payments are made in currency as available by the Payment Processor, and are nonrefundable unless specified otherwise under the respective service.

7.3. All refunds and/or chargebacks are made in USD only.

7.4. All fees hereunder are exclusive of all taxes, levies, or duties imposed by the taxing authorities. Swiftic Member and/or Swiftic Partner acknowledges and agrees that it will bear and be responsible for all applicable taxes, duties and other governmental charges imposed on it with respect to this Agreement.

7.5. Transactions made over the weekend may be charged on the first following business day.

7.6. To the extent that a payment is required for a certain service, Swiftic Member and/or Swiftic Partner: (a) will be required to provide a credit card issued by one of the major credit card companies or any other payment method to the extent offered in connection with the respective service; and (b) will be able to use a service under this Agreement after the Payment Processor verifies that Swiftic Member’s and/or Swiftic Partner’s credit card or any other payment method it provided (to the extent applicable) for payment, is accurate and valid. Once Swiftic Member and/or Swiftic Partner has initiated payment, the Payment Processor will inform Swiftic Member and/or Swiftic Partner whether the payment has been successfully processed or if it failed. If payment verification fails, Swiftic Member and/or Swiftic Partner may be asked to provide an alternative credit card or payment method (to the extent applicable).

8. SWIFTIC MEMBER, SWIFTIC PARTNER AND/OR INVITEE UNDERTAKING

8.1. Swiftic Member, Swiftic Partner and/or Invitee will not attempt to interfere with or disrupt the Swiftic Platform or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Swiftic Platform for Swiftic Member’s, Swiftic Partner’s and/or Invitee’s own use as permitted herein). Except as expressly specified in this Agreement, Swiftic Member, Swiftic Partner and/or Invitee will not: (a) use, copy, create derivative works of or modify the Swiftic Platform or any part thereof; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Swiftic Platform to any other person or entity; or (c) use the Swiftic Platform or a Mobile App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement. Swiftic Member, Swiftic Partner and/or Invitee will not disassemble, decompile, attempt to derive the source code of, or otherwise reverse engineer the Swiftic Platform or a Mobile App or any part thereof, in whole or in part, or permit or authorize any other person or entity to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

8.2. Swiftic Member, Swiftic Partner and/or Invitee represents and warrants that the Swiftic Member Materials do not contain, distribute or promote any Prohibited Activity or any Content that may be regarded as Prohibited Activity. In addition, Swiftic Member, Swiftic Partner and/or Invitee shall not, nor shall it allow any other person or entity to: (a) create, distribute, promote or use a Mobile App by any means that constitute a Prohibited Activity; and (b) use in connection with a Mobile App or the Swiftic Platform any Content generated by any other person or entity which is engaged in any Prohibited Activity.

8.3. Swiftic Member, Swiftic Partner and/or Invitee represents and warrants that it shall not, and shall not allow any third party to: (i) engage in any Prohibited Activity in connection with or pertaining to a Mobile App or the Swiftic Platform; (ii) use a Mobile App in any manner that constitutes Prohibited Activity; (iii) add to, post or make available via a Mobile App or the Swiftic Platform any Prohibited Activity; or (iv) distribute a Mobile App from a website that offers, distributes or promotes Prohibited Activity or as part of a promotion that includes Prohibited Activity. In the event that Prohibited Activity pertaining to any Mobile App is detected, Swiftic Member and/or Invitee shall immediately remove and resolve such Prohibited Activity.

8.4. Without limiting any other terms of this Agreement, Swiftic Member, Swiftic Partner and/or Invitee acknowledges and agrees that at any time during the Term and the Wind-down Period, Swiftic has the right, at its sole discretion (without notice) to: (a) remove Prohibited Activity and/or Fraudulent Activity from a Mobile App or the Swiftic Platform or any Content which constitutes a Prohibited Activity and/or Fraudulent Activity; (b) take any action needed to prevent or correct Prohibited Activity; (c) assist any governmental agency or other applicable legal authorities with respect to any Prohibited Activity that was detected in or made available via a Mobile App or the Swiftic Platform; and/or (d) report any Prohibited Activity to any governmental agency or other applicable legal authority with respect to any Prohibited Activity.

8.5. Swiftic Member, Swiftic Partner and/or Invitee shall not engage in and shall not encourage any other person or entity (including, without limitation and as applicable, End Users) to engage in Fraudulent Activity and/or Prohibited Activity in connection with a Mobile App or the Swiftic Platform. Without limiting any other terms of this Agreement or other remedies available to Swiftic, in the event that Swiftic Member, Swiftic Partner and/or Invitee or any other third party engages in any Fraudulent Activity and/or Prohibited Activity, Swiftic shall have the sole and exclusive right to disable a Mobile App, suspend the Swiftic Account or take any other applicable measures at its sole discretion.

8.6. The Terms will be embedded in any Mobile App. Swiftic Member, Swiftic Partner and/or Invitee will: (a) abide by the Terms; (b) use its best commercial efforts to ensure that the End Users comply with the Terms; and (c) inform Swiftic promptly of any known violation or breach thereof. Swiftic Member, Swiftic Partner and/or Invitee will not: (i) modify or change any of the terms contained in the Terms; (ii) distribute a Mobile App to End Users without making the Terms available to End Users or interfere with the provision of the Terms to End Users; or (iii) circumvent the requirement that the End Users accept the Terms by accessing, using and/or downloading a Mobile App. The foregoing is a material obligation of Swiftic Member, Swiftic Partner and/or Invitee hereunder.

8.7. Swiftic Member, Swiftic Partner and/or Invitee will not use the Swiftic Platform or a Mobile App to offer, display, distribute, transmit, route, provide connections to or store any Content or any other material that infringes copyrighted works or otherwise violates or promotes the violation of the Intellectual Property Rights of any third party. Swiftic has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. [The Swiftic Copyright Policy is available at: https://app4mobilebiz.wpengine.com/swiftic-copyright-policy-2/]. /]. In compliance with the safe harbor provision(s) of the Digital Millennium Copyright Act of 1998 (“DMCA”), Swiftic reserves the right to take down any and all Content posted via use of the Swiftic Platform or a Mobile App at any time in its sole discretion. Without limiting other provisions herein, Swiftic Member, Swiftic Partner and/or Invitee agrees to assist Swiftic with any such compliance activities. Without limiting any other terms of this Agreement, if a Mobile App allows End Users to offer, display, distribute, transmit, route, provide connections to or store any material or includes services through which other users can do the same, Swiftic Member, Swiftic Partner and/or Invitee will: (i) adopt a policy that complies with the eligibility requirements for the DMCA safe harbors; (ii) reasonably enforce and implement said policy; and (iii) satisfy all other DMCA requirements for safe harbor eligibility, including, but not limited to, responding expeditiously to remove, or disable access to, material that is claimed to be infringing or to be the subject of infringing activity upon receipt of notification of claimed copyright infringement from us or a third party, as required by the DMCA.

8.8. Swiftic Member, Swiftic Partner and/or Invitee shall abide by and comply with Swiftic Privacy Policy with respect to and in connection with Swiftic Member’s, Swiftic Partner’s and/or Invitee’s use of the Swiftic Platform and any Mobile App.

8.9. Mobile App Privacy Policy will be made available to End Users from the Mobile App. Swiftic Member, Swiftic Partner and/or Invitee will not modify, change, remove or circumvent the Mobile App Privacy Policy or any of its terms or remove or circumvent the availability of the Mobile App Privacy Policy.

8.10. Swiftic Member, Swiftic Partner and/or Invitee represents and warrants that it will: (a) not use the Swiftic Platform or a Mobile App in any manner that may harm the privacy rights of End Users or other third parties, and (b) not collect, transmit, copy, use or commercialize in any manner any End User personally identifiable information.

8.11. Swiftic Member, Swiftic Partner and/or Invitee agrees that: (a) the Swiftic Member’s, Swiftic Partner’s and/or Invitee’s website and/or Facebook page privacy policies and/or any activities undertaken by it will not be inconsistent with the terms of the Swiftic Privacy Policy or Mobile App Privacy Policy as applicable to any Mobile App; (b) Swiftic Member, Swiftic Partner and/or Invitee will make no representations, warranties or agreements on behalf of Swiftic in the Swiftic Member, Swiftic Partner and/or Invitee privacy policies; and (c) Swiftic will not be responsible for, nor have any liability with respect to: (x) any agreement between Swiftic Member, Swiftic Partner and/or Invitee and an End User or an End User’s breach of the Swiftic Member, Swiftic Partner and/or Invitee privacy policies; (y) Swiftic Member’s, Swiftic Partner’s and/or Invitee’s failure to provide any Swiftic Member, Swiftic Partner and/or Invitee privacy policies and/or to obtain valid consent to any Swiftic Member, Swiftic Partner and/or Invitee privacy policies from End Users; or (z) Swiftic Member’s, Swiftic Partner’s and/or Invitee’s failure to comply with the terms and conditions of the Swiftic Member’s, Swiftic Partner’s and/or Invitee’s privacy policies.

8.12. Swiftic Member, Swiftic Partner and/or Invitee is and will be at all times responsible for all distribution channels and methods of any Mobile App(s). Swiftic will have the right to remove any Mobile App which, in Swiftic’s sole discretion, was distributed in violation of any applicable law and industry best practices and/or this Agreement. The Swiftic Member, Swiftic Partner and/or Invitee (together and severally) bears sole and exclusive responsibility for ensuring the accuracy, adequacy, completeness, authenticity, validity, and legality of all Swiftic Member Materials (including fees, prices and descriptions of products and services it offers to End Users). Swiftic Member, Swiftic Partner and/or Invitee will not ask or cause its End User(s) to provide any information (via the Mobile App “Forms” page or otherwise) which is or may be subject to specific rules and/or regulations (e.g. medical records, financial information) without first confirming with Swiftic that it is compliant with such rules and/or regulations. Notwithstanding the foregoing, if such information is provided by End User(s), Swiftic Member, Swiftic Partner and/or Invitee will notify Swiftic immediate to remove such info from the Mobile App.

8.13. Swiftic Member, Swiftic Partner and/or Invitee acknowledges and agrees that in addition to compliance with this Agreement and all Swiftic policies incorporated herein, use of any e-commerce platforms and payment services providers in connection with a Mobile App, as well as any distribution of a Mobile App on or from any third party platforms and/or services, (collectively, the “Third Party Services”) shall be subject to the respective terms and conditions prescribed by the Third Party Services, to which the Swiftic Member, Swiftic Partner and/or Invitee may be legally bound by virtue of its engagement with such Third Party Services (by way of example only, such Third Party Services may include Apple Store; Google Play, Amazon, Shopify and PayPal). Swiftic is not responsible for any Third Party Services or use thereof. By opting to integrate Third Party Services in the Mobile App, the Swiftic Member, Swiftic Partner and/or Invitee expressly consents and authorizes Swiftic to interface with such Third Party Services through the Swiftic Member’s, Swiftic Partner’s and/or Invitee’s account therein. Unless Swiftic Member, Swiftic Partner and/or Invitee receives Swiftic’s prior written approval, Swiftic Member, Swiftic Partner and/or Invitee will not permit or authorize a third party to alter or modify any Mobile App.

8.14. Without derogating from the generality of the foregoing, if the Swiftic Member, Swiftic Partner and/or Invitee engages in offerings, dealings or transactions with End Users, it must comply with all applicable consumer protection laws, as well as do all of the following:

8.14.1. Enter into a direct contractual relationship (agreement) with the purchasing End User, to provide goods or services in exchange for payment or other value;

8.14.2. Be the responsible party for completing the transaction to the reasonable satisfaction of the purchasing End User, including:

• Ensure that the goods are delivered to the purchasing End User or the services are performed for the purchasing End User in accordance with Swiftic Member’s, Swiftic Partner’s and/or Invitee’s agreement with the purchasing End User;

• Provide the purchasing End User recourse against the Swiftic Member, Swiftic Partner and/or Invitee, if the performance or delivery fails to reach the purchasing End User;

• Provide refunds or otherwise resolve purchasing End Users’ complaints in accordance with the Swiftic Member’s, Swiftic Partner’s and/or Invitee’s agreement with the purchasing End Users;

• Establish and conspicuously post an End User privacy policy with respect the personal information it collects and processes regarding End Users, that fully complies with the applicable law;

• Establish and conspicuously post an End User refund policy, that fully complies with the applicable law;

• Provide customer support to End Users, provide End Users with information regarding its customer support policy and a customer support email address; and

• Provide End Users with such information as may be required by the Californian Electronic Commerce Act of 1984.

8.15. The Swiftic Member, Swiftic Partner and/or Invitee (together and severally) assumes the full responsibility and risks of engaging in any e-commerce offerings, dealings, transactions and interactions with End Users. Any and all communications and interactions between the Swiftic Member, Swiftic Partner and/or Invitee and End Users or Third Party Services, all e-commerce and other kinds of dealings and transactions conducted in connection with the Mobile App, and all legal or other consequences resulting from the above, are strictly between the Swiftic Member, Swiftic Partner and/or Invitee and the End User or Third Party Services. Swiftic is not a party to those communications, interactions, dealings and transactions and assumes not responsibility for them.

9. “HIRE A PRO” SERVICE

9.1. As a participant in the “Hire a Pro” service, you hereby acknowledge and agree that: (a) you have chosen to engage with a Swiftic Partner directly for the benefit of obtaining such partner’s assistance in creating, promoting and managing your Mobile App via the Swiftic Platform; (b) you engaged with a Swiftic Partner at your own free will and that Swiftic is not a party to such engagement nor is or will be responsible for any dissatisfaction or complaint that you might have in connection with the services obtained by you from any Swiftic Partner in connection with your Mobile App or otherwise; and (c) by choosing to have a Swiftic Partner submit your Mobile App to the App Store(s) under its developer account, such Swiftic Partner will be registered as the owner of the developer account of your Mobile App and upon separation from such Swiftic Partner you will have to ensure that such Mobile App is being transferred from Swiftic Partner’s developer account at the respective App Store(s) to your designated developer account at such App Store(s).

9.2. As a Swiftic Partner, under the “Hire a Pro” service, you hereby acknowledge and agree that: (a) your app creation services via the Swiftic Platform to others will be provided in the most professional manner and in accordance with the terms of this Agreement; (b) Swiftic is and will not be responsible in any way for any dissatisfaction and/or complaint that may arise by any referred customer regarding your services; (c) Swiftic may terminate the “Hire a Pro” program and stop referring its customers to you at any time, with or without notice; (d) Swiftic does not guarantee any minimum volume of referral customers which may be referred to you during the Term; (e) Swiftic cannot guaranty that any referral customer will choose to engage with you and/or that you will benefit from your participation in the partners program in any way; and (f) you will take all necessary measures to ensure that upon separation of any referral customer from you, its Mobile App will be smoothly transferred from your App Store(s) developer account to its designated developer account at such App Store(s), for no additional charge.

9.3 Reports. Swiftic Partner will provide Swiftic with a weekly report, in the form provided to you by Swiftic, which shall include at least: all referral customers details; time and date of contacting with each referral customer; whether the respective Mobile App has been successfully completed and when; has the respective Mobile App been submitted to any App Store (which and when); additional services provided to referral customers by you (if any).

10. REWARDS PROGRAM, CUSTOMER MEMBERSHIP OR ANY OTHER EQUIVALENT FEATURE.

By adding or using any of this feature to/on your Mobile App you hereby undertake to comply with the following terms and conditions:

10.1. These feature allow any business that has a U.S. address and accepts credit cards to create, add and use it on its Mobile App. The rewards program feature (such as the “Frequent Buyer Club” feature) allow your Mobile App users (“Customers”) to earn points for each purchase they make at your place of business, as determined by you. The points earned by your Customers, may be redeemed by them into a virtual gift card, at a ratio of 1 $cent per 1 point, which holds a certain amount of USD (the “Gift Card”). Customers may use the Gift Card to purchase goods at your place of business.

10.2. Earning Points. To encourage your Customers to join and register to this feature, each Customer will be automatically earn 10 points upon completion of registration to this feature via the Mobile App. In order to keep earning points, your Customers will be required to scan and upload receipt(s) of their purchase(s) in your place of business to the Mobile App, and subject to such receipt(s) approval, they will earn additional points. On your Customers birth day, they will automatically earn additional 10 points, provided that they have provided their birth date via the Mobile App upon registration to this feature. The amount of points specified in this sub-section may be changed from time to time by Swiftic.

10.3. Receipt Approval Process. In order to approve a receipt, Swiftic will review the following receipt parameters: date, time and amount; and until such receipt is approved, the receipt will be under status: “pending”. In order to use the rewards program feature, you will be required to provide us with: (a) your business’s physical address (in order verify that a Gift Card is activated while your Customer is in your place of business) and your phone number upon payment for this feature (as a mean to get in touch with you regarding your Customers use of the rewards program feature); and (b) a sample of your business’s receipt for comparison with each receipt uploaded to the Mobile App by your Customers. We recommend that a logo or other identifier image of your business will appear on your business receipt. Please note that you alone assume the risk for providing a generic receipt or any incorrect information regarding your business and/or your business receipt. If you approve a receipt that was rejected by us, you will be solely responsible for any fraudulent activity with respect to this feature or Gift Card misuse and your right to be reimbursed by Swiftic will be waived in accordance with sub-section 10.6 below.

10.4. Decrease of Points. You will immediately notify us whenever you believe that a decrease of the balance of Customer’s points is required, such as: return of credited item(s) by your Customer; refund granted to Customer for credited item(s) and any fraudulent activity or other violation of these terms and conditions by Customer. We will decrease the number of points, or invalidate an awarded Gift Card, as the case may be, if we are requested by you, provided that (a) you provide reasons in good faith for such decrease or invalidation of awarded Gift Card; and (b) based on our records the awarded Gift Card was not used.

10.5. Swiftic’s Commission. Following earning of points by Customer, Swiftic will be credited with the number of points equal to 20% of the earned points. Swiftic may redeem points earned by it to Gift Cards and may sell (for full price or with discount) or distribute them to your Customers or other customers.

10.6. Fraudulent Activity. You will immediately notify us, in writing, if you have a reason to suspect that a fraudulent activity, misuse of Gift Card or other violation of these terms and conditions occurred. In any such occurrence you should not accept or allow usage of the suspected Gift Card. If Gift Card was accepted by you although a fraudulent activity occurred, without any breach of this Agreement by you, then Swiftic will reimburse you for the fraudulent USD used to purchase goods from you in the following order: (a) decrease points from the respective Customer points balance to cover the fraudulent USD amount (under the prevailing redemption ratio); (b) if there are not enough points credited to Customer – decrease points from Swiftic’s points balance to cover the remaining fraudulent USD amount (under the prevailing redemption ratio) ; and (c) if there are not enough points available in Swiftic’s points balance, refund the remaining fraudulent USD amount to your Swiftic Account.

10.7. Authorization to Charge Your Account. Following any Gift Card usage, your credit card (under your Swiftic Account) will be charged, via our payment processor, in the amount of USD of each Gift Card used. You hereby provide us authorization to charge your credit card solely as permitted herein. In the event that your credit card charge is rejected, for any reason, your Customers will be able to keep earning points, however will not be able to activate their gift card(s) nor get 16 digits upon activation of the Gift Card and use the Gift Card at your place of business.

10.8. Limitations. The purchase amount of a single receipt uploaded to the Mobile App is limited to USD100. Additional limitations may be added or removed by Swiftic, at any time and without notice, by updating this Agreement. Any scanned receipt which exceeds these limitations will be pending approval until the specific limitation is removed. We may change the above limitations and/or add other limitations by updating this Agreement.

10.9. Gift Card Usage. Gift Card may be used only in your place of business. When Customer is at your place of business he/she may ask to activate the Gift Card. Upon successful activation, the 16 digits of the Gift Card will be presented to him/her on the Mobile App. Customer will be asked to show these 16 digits to you in order to use the Gift Card credit upon making a purchase at your place of business. Partial amount usage of the Gift Card amount will be allowed. You hereby acknowledge and agree that if you accept any Gift Card with no 16 digits you might accidently reward your Customer twice for the same Gift Card and in such case, no reimbursement will be available to you by Swiftic.

10.10. Gift Card Expiration/Termination. Each Gift Card will automatically expire upon any of the following events: (a) usage of the Gift Card’s credit; (b) upon the Gift Card’s expiration date which is indicated on the Gift Card; (c) if Customer removes the App from his/her mobile device; (d) if this Agreement was breached by you, expired or terminated for any reason; and (e) if you terminate your Swiftic Account and/or your Mobile App and this Agreement for any reason. You or Swiftic may, at any time and without notice,: (a) suspend or cancel any points earned by Customer and/or any USD amount redeemed by him/her into a Gift Card in the event of violation of this Agreement, or any part thereof, by Customer; (b) terminate this feature in its entirely. Swiftic may decrease the number of points Customer earned upon your request. Any dispute arises from such decrease will be settled solely between your Customer and you. Swiftic shall have no liability in regard to any dispute arises from the number of points credited to your Customer or the amount of USD on his/her Gift Card.

10.11. No refunds will be available to you and/or your Customer for unused USD on his/her Gift Card for any reason. Gift Cards cannot be recharged, refunded or cashed out.

10.12. SWIFTIC IS AND WILL NOT BE RESPONSIBLE FOR AND DOES NOT WARRANT YOUR CUSTOMERS USING THE REWARDS PROGRAM, CUSTOMER MEMBERSHIP OR ANY OTHER EQUIVALENT FEATURE, OR INCREASING SALES BY USING IT. SWIFTIC IS AND WILL NOT BE RESPONSIBLE FOR AND DOES NOT WARRANT THE ACCEPTANCE OF ANY GIFT CARD NOR ITS ACCURACY, COMPLETENESS, TIMELINESS, ADEQUACY OR APPROPRIATENESS. You assume the full responsibility and risks of using this feature, including relying on the amount of USD on Gift Card. Any and all communications between you and the Customer, any transactions conducted in connection with this feature, and all legal or other consequences resulting from the above, are strictly between your Customer and you. Swiftic is not a party to those communications, dealings and transactions.

11. PROMOTION AND MARKETING

11.1. Swiftic Member, Swiftic Partner and/or Invitee may not issue any press release or any other marketing materials regarding this Agreement without Swiftic’s prior written approval. Swiftic Member, Swiftic Partner and/or Invitee may advertise and promote the Mobile App(s) from the Swiftic Member, Swiftic Partner and/or Invitee website and may, in addition, advertise and promote the Mobile App(s) from Swiftic Member’s, Swiftic Partner’s and/or Invitee’s other online or offline properties (“Swiftic Member Promotion”), provided, however that the Swiftic Member, Swiftic Partner and/or Invitee does not use Swiftic’s Marks in any user account that the Swiftic Member, Swiftic Partner and/or Invitee may have on a third-party platform or service. The Swiftic Member Promotion from the Swiftic Member, Swiftic Partner and/or Invitee website shall include a link to the Mobile App(s) download page. In the event that a Mobile App does not automatically include the notice “Powered by Swiftic” or the Swiftic Mark (collectively, the “Swiftic Notice”), in a prominent and visible format via a web page, in connection with any Swiftic Member Promotion, Swiftic Member, Swiftic Partner and/or Invitee will include a link to http://www.swiftic.com/ in the Swiftic Member Promotion. As an example, Swiftic Member, Swiftic Partner and/or Invitee may satisfy the requirements of this Section by using the following wording: “[Mobile App name] Powered by Swiftic”.

11.2. Swiftic Member, Swiftic Partner and/or Invitee agrees that Swiftic may: (a) feature a Mobile App in different marketing outlets and/or collateral, including without limitation newsletters, case studies, email or advertisement campaigns and web pages; (b) identify Swiftic Member, Swiftic Partner and/or Invitee as a user of the Swiftic Platform on Swiftic websites, client lists, press releases, and in other marketing; and (c) publish a brief description and/or case study highlighting Swiftic Member’s, Swiftic Partner’s and/or Invitee’s deployment of a Mobile App and use of the Swiftic Platform (each a “Swiftic Promotion”). In the event that Swiftic Member, Swiftic Partner and/or Invitee wishes to be excluded from a specific Swiftic Promotion, Swiftic Member, Swiftic Partner and/or Invitee shall notify Swiftic in writing via the “Contact Us” link which is available at its Swiftic Account. Unless otherwise agreed by parties, Swiftic Member, Swiftic Partner and/or Invitee will not be entitled to any compensation as a result of any Swiftic Promotion.

12. OWNERSHIP OF IP AND PROPRIETARY RIGHTS

12.1. Common ownership. It is hereby agreed that both Swiftic and Swiftic Member, Swiftic Partner and/or Invitee (as applicable) will retain all right, title and interest in and to the Mobile App subject to sub-sections 12.2-12.9:

12.2. Except as expressly granted in this Agreement, as between Swiftic Member, Swiftic Partner, Invitee and Swiftic, Swiftic retains all right, title and interest in and to the Swiftic Platform and the Swiftic Marks (except for the Swiftic Member Materials) and any derivatives thereof, including any Intellectual Property Rights therein (collectively: “Swiftic’s IP”). As between Swiftic and Swiftic Member, Swiftic Partner and Invitee, all use of the Swiftic’s IP shall inure to the benefit of Swiftic and each of Swiftic Member, Swiftic Partner and/or Invitee will not: (y) contest, or assist others to contest, Swiftic’s rights or interests in and to the Swiftic IP or the validity of Swiftic’s rights in and to the Swiftic’s IP and all applications, registrations or other legally recognized interests therein, or (z) seek to register, record, obtain or attempt to pursue any Intellectual Property Rights or other proprietary rights or protections in or to said Swiftic’s IP. All rights in the Swiftic’s IP which are not expressly granted herein are reserved by Swiftic. Swiftic Member, Swiftic Partner and/or Invitee will retain and reproduce any copyright, disclaimers and other proprietary notices in full and as they appear in or on the Swiftic Platform and Mobile App.

12.3. Except as expressly granted in this Agreement, as between Swiftic Member, Swiftic Partner, Invitee and Swiftic, Swiftic Member, Swiftic Partner and/or Invitee (as applicable) retains all right, title and interest in and to the Mobile App’s Content (except for End Users’ Content), Swiftic Member Materials, Marks and any derivatives thereof, including any Intellectual Property Rights therein (collectively: “Swiftic Member IP”). As between Swiftic and Swiftic Member, Swiftic Partner and/or Invitee, all use of the Swiftic Member IP shall inure to the benefit of Swiftic Member, Swiftic Partner and/or Invitee (as applicable) and Swiftic shall not: (y) contest, or assist others to contest, Swiftic Member, Swiftic Partner and/or Invitee’s rights and/or interests in and to the Swiftic Member IP or the validity of Swiftic Member, Swiftic Partner and/or Invitee’s rights (as applicable) in and to the Swiftic Member IP and all applications, registrations or other legally recognized interests therein, or (z) seek to register, record, obtain or attempt to pursue any Intellectual Property Rights or other proprietary rights or protections in or to said Swiftic Member IP.

12.4. Swiftic Member, Swiftic Partner and/or Invitee will not assert any Intellectual Property Rights with respect to the Swiftic Platform or any element, derivation, adaptation, variation or name thereof. Except as permitted by this Agreement or by the terms and condition of a certain Subscription Plan, a Mobile App shall not include and/or be promoted using any Intellectual Property Right of Swiftic or its authorized third-party licensors, unless and to the extent that Swiftic adds its own button, logo or any other branded element to a Mobile App or unless otherwise provided in this Agreement.

12.5. Swiftic Member, Swiftic Partner and/or Invitee will not remove, obscure or alter any notices of Intellectual Property Rights or disclaimers appearing in or on any Content provided by Swiftic, whether available via a Mobile App or otherwise.

12.6. Swiftic encourages all its customers including Swiftic Member, Swiftic Partner and/or Invitee, to upload, post, publish or make available any Swiftic Member Materials on the Mobile App. Swiftic further encourages Swiftic Member, Swiftic Partner and/or Invitee to design, develop, conceive, categorize and/or implement new features, sections, business models, ideas or inventions within the Mobile App (“Swiftic Member Inventions”). When doing so, Swiftic Member, Swiftic Partner and/or Invitee grants Swiftic an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to use, reproduce, distribute, transmit, make derivative works of, display, copy, make available to the public and perform that Swiftic Member Inventions, whether through the Internet, any mobile device or otherwise, in any media formats and through any media channels known today and developed in the future (“Swiftic License to Swiftic Member Inventions”). Subject to the above mentioned Swiftic License to Swiftic Member Inventions, Swiftic Member, Swiftic Partner and/or Invitee retains all right, title and interest in and to the Swiftic Member Inventions, including any Intellectual Property Rights pertaining thereto. Nevertheless, it is hereby acknowledged and agreed that any application or registration of any of Swiftic Member Inventions (e.g. patent, copyright or trademark application or registration, or other application or registration of intellectual property rights) will be subject to Swiftic License to Swiftic Member Inventions, and will not undermine Swiftic rights under the Swiftic License to Swiftic Member Inventions herein in any manner.

12.7. Swiftic Member, Swiftic Partner and/or Invitee agrees that Swiftic may remove at any time any Swiftic Member Materials or Features it has uploaded to the Mobile App in its sole discretion, in accordance with the terms herein.

12.8. The logos of Third Party Services are the proprietary trademarks their respective third party owners.

12.9. Subject to Section 17.6 below and for avoidance of any doubt, upon expiration of the Wind-down Period, Swiftic will remain the sole owner of Swiftic’s IP and Swiftic Member, Swiftic Partner and/or Invitee will remain the sole owner of Swiftic Member IP and nay common ownership of both parties, Swiftic and Swiftic Member, in the Mobile App will be cancelled and void.

13. CONFIDENTIALITY

13.1. During the Term, Swiftic Member, Swiftic Partner and/or Invitee may have access to certain non-public, proprietary, confidential and/or trade secret information of Swiftic, whether written or oral, and regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (together: “Swiftic’s Confidential Information”). Swiftic Member, Swiftic Partner and/or Invitee agrees: (i) not to disclose any of Swiftic’s Confidential Information to any third parties; (ii) not to use any of Swiftic’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; and (iii) to keep Swiftic’s Confidential Information confidential using the same degree of care Swiftic Member, Swiftic Partner and/or Invitee uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care.

13.2. At any time during the Term, upon the written request of Swiftic, Swiftic Member, Swiftic Partner and/or Invitee will return to Swiftic, or destroy, in accordance with Swiftic’s written instructions, all of Swiftic’s Confidential Information in its possession, including any writing or recordings whatsoever prepared by Swiftic Member, Swiftic Partner and/or Invitee based upon Swiftic’s Confidential Information, and Swiftic Member, Swiftic Partner and/or Invitee will provide Swiftic with a written certificate, signed by an authorized officer of Swiftic Member, Swiftic Partner and/or Invitee, evidencing the complete and full execution of the provisions of this Section 13.

13.3. Unauthorized disclosure or use of Swiftic’s Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages. Swiftic Member, Swiftic Partner and/or Invitee agrees and acknowledges that money damages are not a sufficient remedy for any breach of this Agreement by the Swiftic Member, Swiftic Partner and/or Invitee and that Swiftic shall be entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity.

13.4. Swiftic Member, Swiftic Partner and/or Invitee acknowledges and agrees that Swiftic may provide to the applicable authorities or any court of competent jurisdiction information contained in or related to the Swiftic Account in the event that Swiftic is required by legal process, order of any court of competent jurisdiction, or any applicable law, rule or regulation to provide such information.

13.5. Swiftic Member, Swiftic Partner and/or Invitee shall keep in strict confidence and shall not disclose to any third party any of Swiftic’s Confidential Information during the Term hereunder and for a period of three (3) years following the termination of this Agreement.

14. REPRESENTATIONS AND WARRANTIES

14.1. Swiftic represents and warrants that it will use commercially reasonable efforts to perform its obligations hereunder. Swiftic is not responsible for and does not provide any warranty with respect to any Content (including, without limitation, Content part of a Mobile App, TPC, End User Content or Swiftic Member Materials) or any third-party sites that can be linked through the Swiftic Platform or a Mobile App. Further, Swiftic does not guarantee that any Content (including, without limitation, TPC, End User Content or Swiftic Member Materials) will be made available through a Mobile App, the Swiftic Platform, continuously or at all. WHILE SWIFTIC IS UNDER NO OBLIGATION TO DO SO, WITHOUT LIMITING ANY OTHER TERMS OF THIS AGREEMENT, SWIFTIC RESERVES THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM ANY APPLICATION(S) OR MOBILE APP(S) WITHOUT NOTICE IN THE EVENT SUCH CONTENT IS PROVIDED IN VIOLATION OF THE TERMS OF THIS AGREEMENT. Swiftic does not have any obligation to monitor the End User Content or the Swiftic Member Materials that are uploaded, posted, submitted or otherwise transmitted using a Mobile App or otherwise, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the End User Content, Swiftic Member Materials or anything said, depicted or written by Swiftic Member, Swiftic Partner and/or Invitee or End Users, including, without limitation, any information obtained by using any Mobile App. Swiftic does not endorse any End User Content or Swiftic Member Materials or any opinion, recommendation or advice expressed therein and Swiftic Member, Swiftic Partner and/or Invitee agrees to waive, and hereby does waive, any legal or equitable rights or remedies Swiftic Member, Swiftic Partner and/or Invitee has or may have against Swiftic with respect thereto.
14.2. Swiftic does not make any representation with respect to so-called “open source” or free software that may be included in the Swiftic Platform. Swiftic hereby disclaims any and all liability to Swiftic Member, Swiftic Partner and/or Invitee or any third party related to any open source software that may be accompanying the Swiftic Technology.
14.3. THE SWIFTIC PLATFORM AS WELL AS ANY MOBILE APPS ARE PROVIDED BY SWIFTIC “AS IS”. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT ALLOWABLE BY LAW, SWIFTIC MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT, OR THOSE ARISING IN THE COURSE OF OR CONNECTED TO THE PERFORMANCE HEREUNDER, AND DISCLAIMS SUCH WARRANTIES. IN ADDITION, SWIFTIC DOES NOT REPRESENT OR WARRANT THAT: (I) THE SWIFTIC PLATFORM OR ANY OF ITS PRODUCTS, SERVICES OR SOFTWARE WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF THE SWIFTIC PLATFORM OR ANY OF ITS PRODUCTS, SERVICES OR SOFTWARE WILL BE UNINTERRUPTED; (III) SWIFTIC MEMBER, SWIFTIC PARTNER AND/OR INVITEE WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM SWIFTIC MEMBER’S, SWIFTIC PARTNER’S AND/OR INVITEE’S USE OF THE SWIFTIC PLATFORM OR ANY MOBILE APP; OR (IV) ANY MOBILE APP OR ANY CONTENT WILL BE MADE AVAILABLE VIA THE SWIFTIC PLATFORM OR OTHERWISE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO SWIFTIC MEMBER, SWIFTIC PARTNER’S AND/OR INVITEE.
14.4. By Swiftic Member and/or Swiftic Partner and/or Invitee. Swiftic Member, Swiftic Partner and/or Invitee represents and warrants that: (a) it has all requisite power and authority to execute this Agreement and perform its obligations hereunder and this Agreement is a valid and binding agreement by it; (b) the execution and delivery of this Agreement, and the performance by it of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which such party or any of its Affiliates are a party or violate any rights of any third parties arising therefrom; (c) it is of legal age to form a binding agreement with Swiftic, or (d) it is neither barred nor otherwise legally prohibited from using the Swiftic Platform under the laws of the country in which it resides or from which it accesses or uses the Swiftic Platform (e) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations, including, without limitation, data privacy laws, rule and regulations; (f) the Swiftic Member Materials are and will be wholly owned or validly and legally licensed for use as contemplated by this Agreement during the Term and the Wind–down Period or are in the public domain and do not and will not, at any time during the Term and the Wind–down Period, infringe or violate any Intellectual Property Rights or any other rights of any person or entity; (g) as between Swiftic Member and/or Invitee and Swiftic, Swiftic Member, Swiftic Partner and/or Invitee (together and severally) is/are solely responsible for the Swiftic Member Materials, the descriptions and prices of all products or services that the Swiftic Member and/or Invitee offers to End Users, the End User Content and any Content or technology embedded in a Mobile App by Swiftic Member, Swiftic Partner and/or Invitee or otherwise made available via a Mobile App by Swiftic Member, Swiftic Partner and/or Invitee; (h) Swiftic Member, Swiftic Partner and/or Invitee will comply with this Agreement, the Terms, Swiftic Privacy Policy and the Mobile App Privacy Policy, as shall be amended from time to time; (i) Swiftic Member, Swiftic Partner and/or Invitee will not bind Swiftic to any agreement or obligation or give any representation, warranty or guarantee with respect to Swiftic, except for those that are specifically authorized by Swiftic in advance and in writing; and (j) Swiftic Member, Swiftic Partner and/or Invitee will only use the Swiftic Platform for purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations.

15. INDEMNIFICATION

15.1. Swiftic Member, Swiftic Partner and/or Invitee (each, the “Indemnifying Party”) shall, jointly and severally, defend, hold harmless, and indemnify Swiftic, and/or its subsidiaries, Affiliates, directors, officers, employees, agents, successors and permitted assignees (collectively “Indemnified Party”), from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses and/or liabilities of any kind, (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) threatened, asserted or filed (collectively, “Claims”) brought or made by any third party against the Indemnified Party arising out of: (a) a breach or alleged breach of any warranty, representation or obligation made by the Indemnifying Party under this Agreement; (b) any use of the Swiftic Platform and/or a Mobile App in any manner inconsistent with or in breach of this Agreement; (c) violation of End User’s privacy rights by Swiftic Member, Swiftic Partner and/or Invitee; or (d) the End Users’ use of a Mobile App.

15.2. The Indemnified Party shall: (a) promptly notify the Indemnifying Party of such Claim; provided that a failure to give such prompt notice shall not excuse or diminish the Indemnifying Party’s obligations under this Article, (b) provide the Indemnifying Party, at the cost of the Indemnifying Party, with reasonable information, assistance and cooperation in defending the lawsuit or Claim, and (c) give the Indemnifying Party full control and sole authority over the defense and settlement of such Claim; provided, however, that any settlement will be subject to the Indemnified Party’s prior approval and provided further that Indemnified Party shall not be required to allow Indemnifying Party to assume the control of the defense of a Claim to the extent that Indemnified Party determines that (i) such claim relates to any Swiftic Technology, (ii) any relief other than monetary damages is sought against Indemnified Party, (iii) there may be a conflict of interest between the Indemnifying Party and Indemnified Party in the conduct of the defense, or (iv) settlement of, or an adverse judgment with respect to, such Claim could reasonably be expected to establish a precedential custom or practice materially adverse to the continuing business interests of Indemnified Party, and in such events the costs of defense will be considered “Claims” as defined above. The Indemnified Party may join in the defense of such Claim with counsel of its choice at its own expense.

16. LIMITATION OF LIABILITY

IN NO EVENT WILL SWIFTIC AND ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO SWIFTIC MEMBER, SWIFTIC PARTNER AND/OR INVITEE OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CONFIGURATION, INSTALLATION, DISTRIBUTION, DISPLAY OR USE OF OR INABILITY TO USE THE SWIFTIC PLATFORM OR A MOBILE APP UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SWIFTIC OR ITS THIRD PARTY LICENSORS WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT SHALL SWIFTIC’S OR ITS THIRD PARTY LICENSORS’ AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE REVENUES GENERATED FROM SWIFTIC MEMBER AND/OR SWIFTIC PARTNER DURING A TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY.

17. TERM AND TERMINATION

17.1. This Agreement shall commence on the date Swiftic Member, Swiftic Partner and/or Invitee agrees to the terms and conditions of this Agreement as set forth above and shall continue in force thereafter, unless terminated or expired as provided herein (the “Term”).

17.2. Either party may terminate this Agreement at any time by written notice to the other party for any reason and without liability for such termination.

17.3. This Agreement will automatically and immediately expire or terminate: (i) at such time that Swiftic Member and/or Swiftic Partner stops paying Swiftic the fees under its chosen Subscription Plan; or (ii) upon the elapse of thirty (30) days as of the date in which Swiftic Member, Swiftic Partner and/or Invitee closed its Swiftic Account.

17.4. In the event of termination of this Agreement, for any reason, by Swiftic Member, Swiftic Partner or Swiftic, then Swiftic may immediate terminate this Agreement with the respective Invitee(s) as well.

17.5. Swiftic may immediately suspend the Swiftic Account or the functionality of certain Mobile App(s) or any service thereof, deactivate a Mobile App or terminate this Agreement, in any one of the following instances: (a) if Swiftic Member, Swiftic Partner and/or Invitee breaches any obligation, representation and/or warranty contained in this Agreement; (b) if Swiftic Member, Swiftic Partner and/or Invitee engages in any acts prohibited by this Agreement; (c) if Swiftic Member, Swiftic Partner and/or Invitee engages in any action that, in Swiftic’s sole discretion, reflects poorly on Swiftic or otherwise disparages or devalues Swiftic’s reputation or goodwill; (d) if Swiftic is required to suspend or deactivate certain service in accordance with any applicable law or due to a court or governmental order; (e) if Swiftic Member and/or Swiftic Partner becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding, or has any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. If Swiftic Member and/or Swiftic Partner becomes subject to any of the events described in this clause (e) it shall immediately notify Swiftic in writing; or (f) if Swiftic reasonably determines that it is commercially impractical for Swiftic to continue supporting a Mobile App and the Swiftic Platform under the terms of this Agreement as a result of legal, business or technical considerations.

17.6. Upon the termination or expiration of this Agreement for any reason: (a) all rights and licenses granted hereunder by each party shall cease immediately, except for (i) Swiftic License, which shall remain in effect until the earlier of: (a) Swiftic Member and/or Swiftic Partner removes the Mobile App from all applicable App Stores or (b) Swiftic decides to remove the Mobile App(s) from the Swiftic Platform (the “Wind–down Period”); (ii) Swiftic License to the Swiftic Member Inventions under Section 12.6; (b) Swiftic Member, Swiftic Partner and/or Invitee shall promptly return to Swiftic, or destroy and certify the destruction of, all of Swiftic’s Confidential Information, in accordance with Section 13; (c) Swiftic Member’s, Swiftic Partner’s and/or Invitee’s rights to use the Swiftic Platform or any part thereof in connection therewith and a Mobile App, as permitted under this Agreement, shall cease immediately; (d) Swiftic Member, Swiftic Partner and/or Invitee shall immediately cease using the download link to any Mobile App; and (e) Swiftic shall have the exclusive right to modify a Mobile App or remove any Mobile App from the Swiftic Platform and/or disable any Mobile App. Swiftic will not be liable to Swiftic Member, Swiftic Partner and/or Invitee or any third party for termination of this Agreement or termination of Swiftic Member’s, Swiftic Partner’s and/or Invitee’s access to the Swiftic Platform or a Mobile App. UPON ANY TERMINATION OR SUSPENSION, ANY SWIFTIC MEMBER MATERIALS OR INFORMATION WHICH IS RELATED TO THE SWIFTIC ACCOUNT MAY NO LONGER BE ACCESSED BY SWIFTIC MEMBER, SWIFTIC PARTNER AND/OR INVITEE. Furthermore, Swiftic will have no obligation to maintain any information stored in its data centers related to the Swiftic Account or to forward any information to Swiftic Member, Swiftic Partner and/or Invitee or any third party.

17.7. Following the termination of this Agreement, any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination of this Agreement (including Sections 6.2, 6.5, 9.2, 11, 12, 13, 15, , 16, 17.6, 18 and this Section 17.7), shall be deemed to survive for as long as necessary to fulfill such purposes.

18. MISCELLANEOUS

18.1. Additional Terms. Certain elements of the Swiftic Platform or other services or programs offered by Swiftic may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions (the “Additional Terms”) in order to use or access them. If there is a conflict between the terms of this Agreement and the Additional Terms, the Additional Terms will take precedence. Additionally, if you use the Content Sharing Services to share, distribute or use materials via the Swiftic Platform you agree to be bound by the terms of the Swiftic Content Sharing Terms of Service available at: https://www.swiftic.com/, which are incorporated herein by reference.

18.2. Swiftic reserves the right to modify, suspend, discontinue or terminate Swiftic Platform and/or the App Publication Assistance Services, to update or terminate this Agreement at any time and without prior notice (including, without limitation any Subscription Plan), or to discontinue (temporarily or permanently) any or all of the Subscription Plans. If Swiftic updates this Agreement it will post the update on its website or provide you with notice of the update. However, it is Swiftic Member’s and/or Invitee responsibility to review the Agreement from time to time to check for updates. Swiftic will also update the “Last Updated Date” at the bottom of the page. By continuing to access or use a Mobile App, any TPC, Swiftic Technology or your Swiftic Account after Swiftic has posted an update on its website or has provided Swiftic Member, Swiftic Partner and/or Invitee with notice of an update; Swiftic Member, Swiftic Partner and/or Invitee agrees to be bound by the updated Agreement. If the updated Agreement is not acceptable by Swiftic Member, Swiftic Partner and/or Invitee, Swiftic Member’s, Swiftic Partner’s and/or Invitee’s only recourse is to send us a request to deactivate the Account or to cease using the Mobile App or the Swiftic Platform (as applicable). Swiftic Member, Swiftic Partner and/or Invitee can review the most current version of this Agreement at any time at the Site.

18.3. To enter this Agreement and any Subscription Plan and/or receive App Publication Assistance Services, Swiftic Member and/or Swiftic Partner must: (i) have a valid credit card with a reputable credit company with respect to subscription to a paid Subscription Plan and/or to the App Publication Assistance Service; and (ii) be at least 18 years old or the legal age of majority in the jurisdiction in which Swiftic Member, Swiftic Partner and/or Invitee resides.

18.4. All rights which are not expressly granted herein are reserved by Swiftic. Swiftic Member, Swiftic Partner and/or Invitee may not make any use of the Swiftic Platform in whole or in part in any manner not expressly permitted by this Agreement

18.5. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any other prior or collateral agreements with respect to the subject matter hereof, whether oral or written.

18.6. Neither this Agreement nor any interest herein, may be assigned by Swiftic Member, Swiftic Partner and/or Invitee and/or Swiftic Partner or any obligations of Swiftic Member, Swiftic Partner and/or Invitee and/or Swiftic Partner be delegated without the prior written consent of Swiftic. Any attempted unauthorized assignment or delegation shall be null and void. Swiftic may assign or transfer this Agreement or any rights or delegate any obligations of Swiftic hereunder without Swiftic Member’s, Swiftic Partner’s and/or Invitee’s consent. Swiftic will be released of all rights or liabilities under this Agreement upon consummation of such assignment, transfer or delegations.

18.7. This Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and assignees. This Agreement is not made for the benefit of any third party who is not a party hereto, and only the parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement. Swiftic Member, Swiftic Partner and/or Invitee will not use this Agreement to enforce any contractual relationship or provision on each other and/or on Swiftic. Swiftic will not be a party to any dispute between Swiftic Member, Swiftic Partner and Invitee arising out of and/or in connection with this Agreement.

18.8. This Agreement will be governed by and construed under the laws of Israel, excluding its conflict of law rules and principles. Each party agrees to submit to the personal and exclusive jurisdiction of the courts of Tel-Aviv, Israel. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Notwithstanding the foregoing, Swiftic may lodge a claim against Swiftic Member and/or Swiftic Partner pursuant to the indemnification clauses above, in any court adjudicating a third party claim against Swiftic, in which case the law that governs the third party claim against Swiftic shall also govern Swiftic’s indemnification claim against the Swiftic Member, Swiftic Partner and/or Invitee.

18.9. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.

18.10. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.

18.11. The failure to require performance of any provision of this Agreement shall not affect a party’s right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself.

18.12. The parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other, nor shall either party have any right or authority to create any obligation on behalf of the other party.

18.13. All notices required or permitted under this Agreement shall be in English and in writing and shall be delivered (a) to Swiftic – by facsimile, e-mail or other electronic means, by registered or certified mail (postage prepaid) or by overnight courier service, at the address set forth in Paragraph 1 of this Agreement or at such other address as Swiftic shall have furnished to Swiftic Member, Swiftic Partner and/or Invitee in writing. A notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon verification of receipt via facsimile or e-mail, (iii) within one (1) business day of being sent by overnight courier, or (iv) within three (3) business days of being sent by registered or certified mail, and (b) to Swiftic Member, Swiftic Partner and/or Invitee – to the e-mail address provided by Swiftic Member, Swiftic Partner and/or Invitee in connection with its Swiftic Account. For purposes of the foregoing, Swiftic shall be permitted to rely upon the e-mail address provided by Swiftic Member, Swiftic Partner and/or Invitee to Swiftic as provided above and shall not be responsible for delays in the delivery of e-mails which delays are not associated with Swiftic’s mail server.