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This Agreement (the "Agreement") is made this

(the "Effective Date“).

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Qilindo Israel 2021 Ltd. an Israeli corporation with C.N. 516429123 located at Rothschild 27, Tel-Aviv Israel and any of its Affiliates as applicable (the “Company”).

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, ., a startup company incorporated and existing under the laws of , with its principal offices at .

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(A) The Company enables various startup companies and new ventures access and use of its online platform within the state of Israel and abroad/[or on a worldwide basis], known as: [] to market and promote their business for commercial purposes (hereinafter the "Platform").

(B) The Platform is intended to provide marketing and promotional information, data and analysis, to its Users all within the scope of the Platform Services detailed under Section 2.1 below.

(C) The Start Up wishes to use the Platform by registering to the Platform Services and paying the related fee to the Company, at the Start Up’s sole risk and responsibility without any guarantee, warranty or any solicitation from the Company, and the Company agrees to provide the Platform Services to the Start Up, all in accordance with and subject to the terms of this Agreement below.


1. Definitions

“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
“Applicable Law” means, (i) for the Company, the laws of the State of Israel and (ii) for the Start Up, the laws and regulations that are applicable on the Start Up in the jurisdiction where it is registered or operates.
“Account” means a unique account created by any Start Up to access the Platform.
“Change of Control” means the consummation of either: (i) a sale or license of all or substantially all of the assets, shares or intellectual property of the Start Up, or (ii) the merger or consolidation of the Start Up with or into another corporation which results in more than 50% of the outstanding shares of the surviving entity being held by persons who were not shareholders of the Start Up immediately prior to such transaction.
“Content” refers to any and all of the Start Up information and content provided to Company and/or uploaded to the Platform by the Start Up, such as without limitation, text, images, or any other information that can be posted, uploaded, linked to or otherwise made available by the Start Up, regardless of the form of that content including but not limited to any information related to the Start Up products, services, business and/or legal information and structure and any other information that may be relevant for potential investors.
“Financing Round” means any round of equity financing, (including any convertible debt, convertible preferred stock or other equity linked derivative security financing) in a single or a series of related transactions from which the Start Up receives proceeds of at least US$150,000 from a third party investor, including (without limitation) any investment round in which securities (including options or warrants) are sold, reserved, transferred or issued to investors, loan/convertible loan, SAFE or any other form of investment made in the Start Up.
“User” means any individual or company, or other legal entity on behalf of which such individual is accessing the Platform or using any information provided in it for personal or business purpose, including (but not limited) the Start Up and its employees, contractors and/or representatives.

2. Scope

2.1 The Platform Services.
2.1.1 The Company’s Platform is intended to assist start up companies to expose their business and innovative idea and make available professional pitch materials. Through the Platform’s exposure provides a worldwide network for start up companies seeking for investments Upon execution of this Agreement and registration to the Platform the Start Up is entitled to receive the following Platform Services, as applicable: (1) preparation of marketing and promotional information; (2) promotion and marketing via the Platform; (3) access to and use of the Platform, including receiving and replying to messages from investors; and (4) any other resources, services, benefits, and features the Company may provide from time
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to time in the Company’s absolute and sole discretion (collectively, the “Platform Services”). The availability and scope of the Platform Services are subject to change, at the Company’s absolute and sole discretion, from time to time based on what the Company believes are best industry practices to assure the most successful experience for the Start Up. The Company’s representatives are available to the Start Up staff by e-mail and online between scheduled sessions as time permits with a goal of 24-hour communications turnaround, except in relation to review of materials, pitch decks, data rooms, or other time-intensive activities.

2.1.2 The right to use the Platform Services is personal and non-assignable by the Start Up, the Start Up is permitted to create an Account in the Platform solely for marketing and promotional purposes of the Start Up’s business.
2.1.3 It is hereby agreed that when the Start Up creates an Account in the Platform, it must provide Company with information that is true, accurate, complete, and current at all times. Failure to do so constitutes a breach of this Agreement, which may result in an immediate termination of the Start Up Account on the Platform.
2.1.4 The Start Up is responsible for safeguarding the password that it uses to access the Platform and for any activities or actions under the Start Up password.
2.1.5 The Start Up is not permitted to disclose its password to any third party. The Start Up must notify Company immediately upon becoming aware of any breach of security or unauthorized use of its Account.
2.1.6 The Start Up agrees that it may not use as a username of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than the Start Up’s name, without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
2.2 Start Up Content.
2.2.1 The Start Up represents and warrants that it is the owner or authorized licensee of the Start Up Content and has the right to grant the rights set forth herein. The Start Up grants to Company a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, view, and display the Start Up Content in the Platform for Users of the Platform for the following purposes: (a) internal use by the Company; (b) any purpose related to displaying the Content in the Platform; (c) any purposes permitted by any applicable law. The Start Up retains all right, title, and interest in and to the Start Up Content and is solely liable for the Start Up Content.
2.2.2 The Start Up shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use Start Up Content. The Start Up agrees that, except for Company’s willful misconduct or actual violation of the law, Company shall not be responsible or liable for the unauthorized access to, alteration of, or deletion, correction, destruction, corruption, damage, loss, or failure to secure or store the Content.
2.2.3 The Start Up acknowledges and agrees that it bears sole responsibility for adequately controlling, processing, storing, and backing up its Content, as applicable.
2.2.4 Company reserves the right to refuse to post or remove any part of the Content or any information or materials, in whole or in part, that Company believes in good faith to be unacceptable, undesirable, or in violation of any Applicable Law or this Agreement.
2.2.5 The Start Up irrevocably and unconditionally represents, warrants and covenant that: (a) it is the owner and is authorized to publish the Content in the Platform and has the right to grant the rights set forth herein; (b) it has obtained all consents necessary under Applicable Law to publish the Content in the Platform; and (b) it will not publish, post, upload, record, or otherwise distribute or transmit any data or other material that: (i) infringes or would infringe any copyright, patent, trademark, trade secret or other proprietary right of any party, or any rights of publicity or privacy of any party; (ii) violates any law, statute, ordinance, or regulation; (iii) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (iv) is harmful to minors or otherwise pornographic; (v) contains any viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; (vi) is materially false, misleading, or inaccurate; and/or (vii) contains information for which the Start Up does not have the right to permit the Company to collect, process and/or display in its Platform, and as permissible under applicable data protection laws and regulations and in accordance with Company’s guidelines and policies.



3 Platform Code of Conduct. .

Start Up agrees, warrants and represents, that for the term of this Agreement when using the Platform and the Platform Services, it will not and will not allow users to:
3.1 Engage in contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise);
3.2 Use the name of the Company or use photographs or illustrations of the Platform, premises, or any trademarks, logos, or other identifiers of Company in any advertising, publicity or for other purposes without Company’s prior written consent;
3.3 Defame, abuse, harass, stalk, threaten, commit felony crimes, or otherwise violate the legal rights (such as rights of privacy and publicity) of the Company or others;
3.4 Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent, or unlawful topic, name, material or information;
3.5 Upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including copyright or trademark laws, or by rights of privacy, or publicity unless you own or control such rights or have received all necessary consents to do the same;
3.6 Use any material or information, including images or photographs, which are made available by Company as a part of the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any party;
3.7 Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
3.8 Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
3.9 Restrict or inhibit any other user from using and enjoying any service provided by the Company or its affiliates;

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3.10 violate any code of conduct of other guidelines which may be applicable to any activity in the course of the Company Services, including the building rules for the premises;
3.11 Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;
3.12 Violate any applicable laws or regulations;
3.13 Take or copy information belonging to Company;
3.14 Create a false identity for the purpose of misleading others;
3.15 Bring additional team members onto the Platform or share your access credentials with any other non-approved entity, company, or individual;
3.16 Use the Platform to conduct or pursue illegal or offensive activities; and
3.17 You agree that when participating in or using the Platform, you will be considerate and respectful of others.

4 Consideration
In consideration for using the Platform Services the Start Up will pay the Company the following remuneration:
4.1 Registration Fee: Upon signing up to the Platform Services, the Start Up will pay the Company a onetime non-refundable lump sum of US $5,000 (Five Thousand USD) (“Registration Fee”).

4.2 Right to Invest; Participation Right in Financing Rounds: In addition to the Registration Fee paid upon signing up to the Platform Services, the Start Up hereby grants to the Company an irrevocable participation right (“Participation Right”) to invest in any current or future Financing Round(s) to be consummated with the Start Up and any third-party investor during twenty-four (24) months as of the Effective Date of this Agreement (“Participation Period”), subject to the following terms and conditions:
4.2.1 During the Participation Period, the Start Up hereby grants to the Company the irrevocable right to participate in any Financing Round, whether the initial and/or any subsequent Financing Round, in an investment amount of up to US $350,0000 (Three Hundred and Fifty Thousand USD), at the Company’s sole option and discretion. The Participation Right of the Company shall be under the same terms and conditions (including but not limited to the issuance of the same class of shares (and if several the most senior preferred class, the same PPS (with the lowest price per share paid by any investor within such Financing Round) and any other applicable term) to be concluded with any third-party investor within the applicable Financing Round. To the extent the Company notifies the Start Up that it wishes to exercise its Participation Right in any Financing Round, it shall do so in writing prior to the closing of any Financing Round and will be entitled to receive all investment documents and agreements for review, and become a party like any other investor in such round.
4.2.2 Company’s right to invest in the Start Up shall be effective and in force in any current or future Financing Round up until the lapse of the Participation Period. For the avoidance of doubt, Company’s right to invest under the participation terms above does not necessarily need to be exercised on or prior to closing of the first Financing Round but may be exercised also at any time during the entire Participation Period upon the same terms and conditions finalized on closing of the respective Financing Round.
4.2.3 The Start Up covenants and agrees to inform the Company regarding every Financing Round the Start Up conducts during the Participation Period, but in any event immediately following the execution of any term sheet and prior to the commencement of any such Financing Round.
Any breach, non-compliance or non-performance of the covenants and agreements contained by the Start Up, shall result in an automatic extension of the Participation Right (without derogating from the Company’s right to any other recourse or remedy available to the Company by law, contract or otherwise) to a total Participation Period of five (5) years, commencing from the Effective Date of this Agreement.

4.2.4 Alternatively, if the Start Up wishes to cancel and annul the Company’s Participate Right in the current or any next Financing Round per the terms set forth above, it may do so, within a limited time frame being the earlier of either: (a) the initial thirty (30) days following the Effective Date of this Agreement or (b) before the Start Up profile appears on the Platform (“Right of Participation Waiver Period”), subject and conditional upon remitting payment to the Company of a onetime cancellation fee in the amount of US $15,000 (Fifteen Thousand USD) (“Right of Participation Waiver Fee”). For sake of clarity – the Start Up may only waive the Company’s Participation Right during the Right of Participation Waiver Period, and in consideration of paying the Company the Right of Participation Waiver Fee, in full.
To avoid any doubt, once the Start Up profile is up on the air and listed on the Platform, the Start Up may not cancel the Company’s right to participate in a Financing Round and the Right of Participation Waiver Fee shall lapse and be of no further force and effect.
4.2.5 Follow-On Investment. Any time after Company has made an initial investment in the Start Up as set forth herein, Company shall have the right, during the Participation Period, to make a follow-on investment in any subsequent Financing Round of the Start Up at the same terms and conditions offered in such Financing Round (a “Follow-On Investment”). The Follow-On Investment amount shall not exceed two (2) times the (initial) investment amount actually made by the Company herein. This Follow-On Investment right shall not negatively affect or diminish any other pro-rata (participation) rights granted to Company under any other agreements.
4.2.6 Change of Control & Automatic Exercise. In the event that a Change of Control event occurs prior to the end of the Participation Period, Company shall have an automatic and immediate right to exercise its right to participate and remit payment, at its sole discretion, of up to US $350,000, in the Start Up, immediately prior to the consummation of such Change of Control transaction so that the Company will become a shareholder as of that date and will be able to be part, pro rata, with all other shareholders in the Change of Control transaction. The price per share to be determined in consideration for issuing shares at that time to the Company in exchange for the amount invested by the Company, will be determined in accordance with the lowest price per share paid by any investor in the previous round of investment closed with the Company prior to the Change of Control event. To the extent exclusively stock is issued as a form of consideration in connection with a Change of Control transaction, Company shall be deemed to have elected shares of common stock as a form of consideration in connection with the Change of Control transaction, to the extent possible and exercisable by the Company at its sole discretion.
4.3 The Start Up covenants that if it has a board of directors (“Board”), it will produce a completed and duly executed Board consent in the form attached hereto as Exhibit C to Warrant within 30 days from the Effective Date of this Agreement and before the Start Up profile is on the air and listed on the Platform. In the event the Board has not resolved to approve the grant of Warrant to the Company on or prior to such date, the Start Up may not continue to use the Platform and the Company shall cease immediately at the lapse of the 30-day period aforementioned, to provide any Platform Services to the Start Up until it has received the required Board consent for the grant of the Warrant.
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4.4 The Start Up will not, by amendment of its organizational documents or through reorganization, recapitalization, consolidation, merger, dissolution, transfer of assets, issue or sale of securities or any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations, conditions or terms to be observed or performed hereunder, but will at all times in good faith assist in the carrying out of all the provisions hereof and in taking of all such actions and making all such adjustments as may be necessary or appropriate in order to fulfill the provisions hereof.
4.5 Information Rights. During the Participation Period, the Start Up shall deliver to the Company (a) such information the Start Up furnishes to prospective investors in connection with any Financing Round during the Participation Period, (b) within one hundred eighty (180) days after the end of each fiscal year of the Start Up, the annual (to the extent audited, if available) financial statements of the Start Up, (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Start Up’s quarterly, unaudited financial statements, as applicable, and (d) any such information relating to the financial condition, business or corporate affairs of the Start Up as Company may from time to time reasonably request; however, the Start Up will not be obligated to provide information (i) that it deems in good faith to be a trade secret or similar confidential information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Start Up and its counsel.

5 Confidentiality
5.1 The Parties agree and acknowledge that each Party (the “Disclosing Party”) may disclose or expose to the other Party (the “Receiving Party”), in connection with this Agreement and/or its implementation, certain non-public information of the Disclosing Party including, without limitation, any information relating to the Disclosing Party and/or its business, whether disclosed orally, in writing or in any other manner, in any form and in any media, including without limitation, any and all financial, technical and/or business information relating to the Disclosing Party, such as information relating to the Disclosing Party’s technology, clients, methods, ideas, concepts, software, trade secrets or other intellectual property rights, formulations, data, know how, designs, inventions, discoveries, processes and any sales, financial, contractual and marketing information and any information of a confidential nature concerning products or services (all the foregoing, collectively, “Confidential Information”). For purposes of this Agreement it is acknowledged and agreed that the Platform, all Platform Services, and all Company Materials developed, created or furnished by the Company, are Confidential Information of the Company, and the Start Up Content created by the Start Up is the Start Up’s Confidential Information.
5.2 However, Confidential Information shall not include any information that is: (i) known by the Receiving Party (without breach of any confidentiality obligation by any third party) prior to disclosure by the Disclosing Party; (ii) independently developed by the Receiving Party without the use of, access or reference to any Confidential Information as evidenced in Receiving Party’s written records; (iii) legally received by the Receiving Party (without breach of any confidentiality obligation by any third party) from a third party that is not under a confidentiality obligation to the Disclosing Party; or (iv) publicly available through no breach of this Agreement by Receiving Party. The Receiving Party shall have the burden of proof of establishing the foregoing exceptions. Each Receiving Party agrees and undertakes (i) not to disclose the Confidential Information of the Disclosing Party to any third party; (ii) not to make any use of the Confidential Information except as required for performing its obligations and permitted for utilizing its rights under this Agreement; and (iii) to protect the Confidential Information by using the same means of security that it uses to protect its own information of a confidential nature, which in any event, shall not be less than a reasonable level of protection.
5.3 Each Party agrees to restrict access to the Confidential Information to those of its officers, directors and employees (including the officers, directors and employees of its related bodies corporate) (collectively “Employees”), and employees of other contractors or consultants it retains (including those retained by its related bodies corporate) who have a "need to know" only, have been instructed as to the confidential nature of such information and are bound by written confidentiality obligations at least as stringent and onerous as the obligations imposed on the parties hereto. A Party hereto shall be liable to the other in the event that any of its Employees or any of the employees of other contractors or consultants it retains (including those retained by its related bodies corporate) breach these obligations. Upon the earlier of the termination of this Agreement for any reason or the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party or, at the discretion and request of the Disclosing Party, destroy and certify the destruction thereof to the Disclosing Party, all Confidential Information then in its possession, in any form.

6 Disclaimer; Limitation of Liability.
6.1 To the fullest extent permitted under any Applicable Law, Company makes no representation or warranty, express or implied, with respect to the Platform, the Platform Services, and/or any third party data provided to the Start Up through the Platform or otherwise, or its transmission, timeliness, the accuracy or completeness, including but not limited to implied warranties of merchantability or fitness for a particular purpose. Company will not be liable in any way to the Start Up or to any other person for any inaccuracy, error or delay in or omission of any third party investor failing to complete any investment or the transmission or delivery of any third party data and any loss or damage arising from (i) any such inaccuracy, error, delay or omission, (ii) third-party non-performance, or (iii) interruption in any such third party data due either to any negligent act or omission by Company or "force majeure" or any other cause beyond reasonable control of Company.
6.2 The Start Up acknowledges that Company is not liable for the defamatory, offensive or illegal conduct of third parties, including other Users of the Platform and operators of external websites and that the risk of damage and injury from the foregoing rests entirely with the Start Up. Company makes no warranty and disclaims all liability regarding the completeness, consistency or security of the Platform. Company will not be responsible or liable for harm that results from your use of the Platform. Company has no liability for the deletion of or the failure to store any content and communications maintained by the Platform. Company makes no warranty or guaranty as to the accuracy, thoroughness or quality of the information on the Platform or which is made available through the Platform, which is provided only on an “AS-IS” and “AS AVAILABLE” basis at the Start Up and its User’s sole risk. Information may be provided by third parties and Company shall not be responsible or liable for any errors, omissions or inaccuracies in the Platform’s content. The Company does not provide any advice of any kind, and mere provides Users the right to use its Platform on the terms of this Agreement for marketing purposes only, without representing, promising or guaranteeing success of any kind.
6.3 It is hereby clarified that Company is not obligated in any way and under any circumstances it is not part of the fund raising to the Start Up and is merely providing its Platform to facilitate exposure and connection between the Start Up and third party investors which may or may not result in an actual investment. Company does not provide any assurance of an investment or success of the Start Up. The Company is neither a registered broker-dealer, investment advisor nor funding portal, nor is the Company, its representatives, employees and other staff, or contractors compensated on a success basis. Any and all discussions and communications between a potential investor and the Start Up, will be done directly between them and Company is not a party to such investment negotiations and is not liable in any manner or respect to the investment terms or its success.
6.4 Company, and any of its founders, employees, directors, shareholder's and Affiliates, will not be liable towards the Start Up, any User and any other third party, for any special, indirect, punitive, exemplary, incidental or consequential damages in connection with this Agreement, howsoever arising, including without limitation for any lost profits, goodwill, loss of revenues or data or any other financial losses
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of any kind or nature. To the fullest extent permitted by law, the total liability of Company, for any claims under this Agreement, including for any implied warranties, shall be limited to direct proven damages actually incurred by the Start Up and awarded to it by a competent non appealable court order, which shall not exceed under any circumstance an aggregate total amount of US$10,000 (Ten Thousand US Dollars).
6.5 The limitation of liability herein applies to all liabilities in the aggregate, including, without limitation, those resulting from the Start Up’s use or inability to use the Platform, or any other matter arising from or relating to the Platform. Because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to the Start Up.
6.6 No action, regardless of form, arising out of any alleged breach of this Agreement or obligations under this Agreement may be brought by the Start Up against the Company more than two (2) years after the cause of action has occurred.
6.7 This Clause 6 shall survive any termination of the Agreement.

7 Intellectual Property
Company retains all rights, title, and interest in and to the Platform, the Platform Services and any and all Materials (defined below) created by or for Company, in all respects, including all intellectual property rights related thereto. All intellectual property rights, whether registered or not, including without limitation, any ideas, inventions, innovations, know-how, trade secrets, copyrights, rights of authorship, materials, and information, programs, files, computer software and reports, collected, assembled, developed, or provided by the Company (whether through its Platform or not) and all rights, title and interest in the Platform belong exclusively to Company (“Company IP”).
Without derogating from the generality of the above, it is acknowledged and agreed that any of the Company’s general knowledge and know-how, processes, tools, methodologies, technology platform, code, features, software and algorithms, outputs, reports and results that may be utilized as part of its provision of any Platform Service and/or incorporated into any Platform Service is owned and shall be owned at all times exclusively by the Company and may be used freely and without any limitation or restriction by the Company for the benefit of itself or for any third party, as the Company deems fit at its sole discretion (“Company Materials”). All such Company Materials shall be the sole and exclusive property of the Company upon creation. Nothing in this Agreement shall derogate or diminish the Company’s rights in and to the Company’s IP and the Company Materials. For the avoidance of doubt, all rights, title and interest in and to any intellectual property rights owned, licensed or controlled by the Company shall remain exclusively owned by the Company and be part of the Company IP and Company Materials, as applicable, and the Company shall have unlimited rights therein.

Notwithstanding, the Start Up retains all rights, title, and interest in and to the Start Up Content created independently by the Start Up.

8 Term and Termination
8.1 This Agreement shall come into force as of the Effective Date and shall continue unless terminated by either party by providing notice of termination for any reason and at any time of 14 days to the counter party.
8.2 Any terms which by their nature survives termination will survive termination of this Agreement.
No refunds, proration, reimbursements, or surrender or cancellation of any amount or right, including the Registration Fee or the option to participate will be granted or repaid to the Start Up in the event of termination. For sake of clarity the Start Up understands and agrees that it may terminate the Platform Services at any time with 14 day’s prior written notice, but will not be entitled to receive any refunds, proration, or reimbursements, nor will the option of the Company to participate, if applicable, be surrendered or cancelled.
8.3 Notwithstanding the above,
(a) if the Start Up decides to terminate this Agreement following its execution, for any reason prior to the time it is listed on the Platform, it will pay the Company a cancellation fee of US$ 3,000 (Three Thousand USD);
(b) if the Start Up decides to terminate this Agreement following its execution, for any reason after it is listed on the Platform, it will pay the Company a cancellation fee of US$ 6,000 (Six Thousand USD);
(c) It is hereby clarified that any termination of this Agreement by the Start Up after being listed on the Platform shall not eliminate Company’s right to participate in any investment round with a potential investor under the terms set forth herein above.

9 Miscellaneous

9.1 Independent Contractor Relationship. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not a partner, joint venturer, employer or agent of the other and shall not bind nor attempt to bind the other to any contract.
9.2 Entire Agreement; Amendments. This Agreement, including any exhibits, constitutes the entire agreement between the parties and supersedes all previous agreements or representations, written or oral, concerning its subject matter. This Agreement may not be modified, altered or amended except in writing signed by a duly authorized representative of each party.
9.3 Governing Law and Jurisdiction. The Agreement and any matters relating hereto shall be governed by and construed exclusively in accordance with the laws of the State of Israel, without regard to the conflicts of laws provisions. In the event of a dispute in relation to the Agreement, the parties agree to attempt in good faith to resolve the dispute by direct negotiations, and in case they shall not reach an agreement, the dispute shall be subject to the exclusive jurisdiction of the competent courts of Tel-Aviv, Israel.
9.4 Non-Assignment. A party to this Agreement shall not assign or transfer the rights, duties, and obligations hereunder unless the other party hereto consents to such assignment in writing prior to any such assignment, which consent shall not be unreasonably withheld or delayed. Notwithstanding, each party may assign this Agreement without the need to receive any consent, by providing written notice only to the other party, to any of its Affiliates, or to any successor company following any merger, acquisition (either of shares or assets), amalgamation, consolidation, or any other Change of Control transaction, of any kind.
9.5 Severability. In case any one or more of the provisions of this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
9.6 Waiver. Failure by either Party in exercising any power or privilege under this Agreement shall not operate as a waiver thereof.
9.7 Notices. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, sent by confirmed telecopy or other electronic means (including emails), or three (3) days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice. Notices under this Agreement shall be sent to the address provided in the preamble above or any other updated address notified by one Party to the other.

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The StartUp:
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Full Name:
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The Company:
Qilindo Israel 2021 LTD
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Benron Manoah
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