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Qilindo Agreement with Start Ups

The Agreement attached below provides you with the right to use the Qilindo online platform (“Platform”) to promote your start up. It is a contract between you and Qilindo and its affiliated entities with regards to your use of the Platform and the services available in it.

The Platform provides information regarding various startup companies that allows subscribers or users to evaluate, and learn about the innovation, ideas and business of such startup companies.

Below you will find a summary of the main terms and conditions stated in the agreement with the startup. Please note that below are only bullets outlining the principles that are contained within the main agreement and that this summary of terms is for your ease of reference only and should not be relied upon. We strongly recommend that you read carefully the full agreement prior to signing.

Main Principles:

• Qilindo enables various startup companies and new ventures free access to use its online platform to market and promote their business for commercial purposes. Qilindo’s remuneration from your use of our Platform is an option to invest in the startup as stated below.

• The Platform is intended solely to enable start-up companies to use the Platform to upload their own marketing and promotional information, data, analysis, materials, to seek investment opportunities, at the start up’s sole risk and responsibility without any guarantee from Qilindo.

• Qilindo doesn’t guarantee or warrant that the use of the Platform by any startup will yield an actual investment or any other success of any sort or kind.

• The right to use the Platform is personal and non-assignable to any other individual or company.

• Start Up Content. The startup represents and warrants that it is the owner or authorized licensee of the information it provides to Qilindo through the Platform including any content it creates, markets, delivers and/or uploads and has the right to grant the rights to Qilindo to use such information for the Platform.

• An “Investment” in any startup means any financing/investment, in any amount, and whether in cash, convertible loans, securities, performance bond, shares, warrants, options and other form of investment consummated between the startup and any third party investor.

• It is hereby agreed that Company may create, redesign and/or alter any presentations and or pitch materials provided by the Start Up to the Company (“Materials”) for properly rendering the Services. Once a Start-Up is accepted and the process of creating, redesigning or altering of any Start Up Materials provided to the Company has begun, a cancelation of the listing of the Start Up on the Platform will be charged with a cancelation fee in an amount equals to US$3,000 (Three Thousand USD).

• Once a Start Up is listed on the Platform it must remain listed on the Platform for a minimum of six (6) months period (“Listing Period”), or until the requested Investment is consummated, the earlier of the above. If a Start Up wishes to be removed from the Platform prior to the lapse of the Listing Period, it will be charged an early termination fee of US$6,000 (Six Thousand USD).

• Option to Invest:

o To the extent the startup concludes an investment round with a third party investor
through the Platform, Qilindo has the right but is not obligated in return for
providing the applicable startup free access and use of its Platform, the right to invest
in the startup under the same terms and conditions that were concluded by the
startup with the third party investor, during a period of consecutive twelve (12)
months following the consummation of such investment (“Option Period”).

o Qilindo’s right to invest in the applicable startup on the same terms and conditions of
the consummated Investment Round as defined in the agreement during the 12
months’ period, will entitle the Company to purchase up to ten percent (10%) of the
startup’s total issued and outstanding shares on a fully diluted basis.

o Company’s participation option will survive any expiration or termination of this
Agreement, and will continue in full force and effect during the entire Option Period,
regardless if the Start Up uses the Platform of the Company or not at that time.

• The Agreement is valid unless terminated by either party under the terms set forth in the agreement.

Agreement7

This Agreement (the "Agreement") is made this

(the "Effective Date“).

BETWEEN

Qilindo Israel 2021 LTD. C.N. Company No. 516429123 a company incorporated under the laws of the State of Israel and any of its Affiliates as applicable (the “Company”).


And



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

WHEREAS:

(A) The Company enables various startup companies and new ventures access and use of its online platform to market and promote their business for commercial purposes (hereinafter the "Platform").

(B) The Platform is intended solely to enable start-up companies to use the Platform to upload their own marketing and promotional information, data, analysis, materials, and Content (as defined below) (“Service”) and seek investment opportunities, at the Start Up’s sole risk and responsibility without any guarantee or warranty in any form or way from the Company.

(D) The Company agrees to provide the Start Up limited rights to use the Service in its Platform under the terms and conditions set forth below.

NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES, AS FOLLOWS:


1. Definitions

“Account” means a unique account created by any Start Up to access the Platform.
“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, for all countries, all national, federal, state, provincial and local: (i) laws (including common law), ordinances, regulations, and codes, and (ii) orders, requirements, directives, decrees, decisions, judgments, interpretive letters, guidance and other official releases of any rregulator worldwide that are applicable to the Company and/or the Start Up and the Platform or any other matters relating to the subject matter of this Agreement. Without limiting the foregoing, Applicable Law includes without limitations: (a) all data protection, privacy or similar laws and regulations anywhere in the world applicable to either Party in possession of the Content, (b) any bribery, fraud, kickback or other similar anti-corruption law or regulation of any applicable country including the and the regulations promulgated thereunder.
“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 uploaded or delivered by the Start Up.
“Investment” means any financing/investment, in any amount, and whether in cash, convertible loans, securities, performance bond, shares, warrants, options and other form of investment consummated between the Start Up and any third party investor.
“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.


2. Scope

2.1 The right to use the Platform is personal and non-assignable, the Start Up is permitted to create an Account in the Platform solely for using the limited Service of the Company.
2.2 It is hereby agreed that when the Start Up creates an Account in the Platform, it must provide Company with information that is 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.
2.3 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. 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.
2.4 The Start Up agrees that it may not use as a username the name 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, logo, mark, without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
2.5 Start Up Content. The Start Up represents and warrants that it is the owner or authorized licensee of the Content it creates, markets, delivers and/or uploads 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 (d) for promotional purposes. The Start Up retains all right, title, and interest in and to the Start Up Content.
2.6 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.
2.7 The Start Up acknowledges and agrees that it bears sole responsibility for adequately controlling, processing, storing, and backing up its Content, as applicable.
2.8 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.
2.9 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.

ALL START UP INFORMATION AND CONTENT WHICH IS MADE ACCESSIBLE TO COMPANY OR ANY OF THE USERS THROUGH THE PLATFORM IS AT THE SOLE RESPONSIBILITY OF THE START UP, ITS MANAGERS, OFFICERS AND SHAREHOLDERS AND COMPANY HAS NO LIABILITY OR ANY RESPONSIBILITY WHATSOEVER OF ANY SORT AND ANY KIND WITH RESPECT TO SUCH CONTENT.

THE COMPANY DOES NOT WARRANT THAT THE PLATFORM IS ERROR-FREE OR BUG-FREE OR THAT THE PLATFORM WILL RUN UNINTERRUPTED, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED, OR THAT THE PLATFORM WILL OPERATE IN HARDWARE AND SOFTWARE COMBINATIONS OR THAT THE PLATFORM WILL MEET THE REQUIREMENTS OF THE START UP.

3. Option to Invest

In return for using the Platform, to the extent the Start Up concludes an Investment round with a third party investor following the Effective Date of this Agreement, the Start Up hereby irrevocably and unconditionally provides to the Company the right to invest in the Start Up, during a period of consecutive twelve (12) months following the consummation of such Investment (“Option Period”), at the Company’s sole option and discretion, under the same terms and conditions that were concluded by the Start Up with the third party investor (including but not limited to the issuance of the same class of shares, securities and any other term) and at the same pre-money valuation and price per share as agreed in the Investment agreement executed between the Start Up and any third party investor (“Company’s Participation Option”). Company’s Participation Option to invest in the Start Up on the same terms and conditions of the consummated Investment Round during the Option Period, will entitle the Company to purchase up to ten percent (10%) of the Start Up’s total issued and outstanding shares on a fully diluted basis.
Company’s Participation Option will survive any expiration or termination of this Agreement, and will continue in full force and effect during the entire Option Period, regardless if the Start Up uses the Service and/or the Platform of the Company or not at that time. To avoid any doubt, it is hereby agreed that the Company’s Participation Option survives any termination or expiration in so far that in the event a Start Up decides to terminate our Service and not use our Platform at any given time for any reason, Company will continue to be entitled to the Company’s Participation Option in full as per the terms above, for the entire Option Period, regardless of such Start Up’s termination of Service.


4. Confidentiality

As a pre-condition to this Agreement's entry into effect, the parties shall enter into a Mutual Non-Disclosure Agreement in the form attached as Appendix A-1 hereto (the "Confidentiality Agreement").

5. Disclaimers; Limitation of Liability.

5.1 The Start Up acknowledges and fully understands, that the 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 injury from the foregoing rests entirely with the Start Up. Company makes no warranty and disclaims all liability regarding the completeness, accuracy, 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.
5.2 COMPANY MAKES NO GUARANTEE 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 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 CONTENT. THE COMPANY DOES NOT PROVIDE OR RENDER ANY ADVICE OF ANY SORT TO THE START UP, WHETHER LEGAL, FINANCIAL OR OTHER, AND THE START UP FULLY ACKNOWLEDGES AND UNDERSTANDS THAT IT MUST SEEK INDEPENDENTLY LEGAL AND OTHER ADVICE IN ORDER TO ASSESS ITS BUSINESS AND ACTIVITIES, WHETHER WHEN USING THE PLATFORM OR OTHERWISE IN ORDER TO ENSURE THAT ALL ACTIONS AND ACTIVITIES OF THE START UP ARE LEGAL AND ACCORDING TO APPLICABLE LAW IN WHICH THE START UP OPERATES.
5.3 Company, and any of its founders, employees, directors, shareholder's and Affiliates, will not be responsible for any lost profits, goodwill, revenues, or data, financial losses or for any indirect, special, consequential, exemplary, or punitive damages, howsoever arising, all of which are specifically excluded and waived to the fullest extent permissible under applicable law.
5.4 The total aggregate liability of Company howsoever arising, for any claims under this Agreement, including for any implied warranties, shall be limited to direct damages actually incurred by the Start Up and awarded to it which shall not exceed under any circumstances the total amount in the aggregate of US$10,000 (Ten Thousand US Dollars).
5.5 The limitation of liability herein applies to all liabilities in the aggregate, including, without limitation, those resulting from the Start Up’s use or its 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.
5.6 To the fullest extent permitted under any Applicable Law, Company makes no representation or warranty, express or implied, with respect to the Platform, consummation of an Investment through the Platform, and/or any third party data provided to the Start Up through the Platform or by the Company 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.
5.7 IT IS HEREBY CLARIFIED THAT COMPANY IS SOLELY PROVIDING SERVICES UNDER ITS PLATFORM, AND IS NOT A BROKER NOR A CROWDFUNDING PLATFORM. COMPANY IS NOT PART OF THE INVESTMENT ACTIVITIES NOR DOES IT PROVIDE, OFFER OR TAKE PART IN ANY INVESTMENT SOLICITATION, DISCUSSIONS AND/OR INVESTMENT NEGOTIATIONS AND DOES NOT IN ANY MANNER GUARANTEE THE SUCCESSFUL CONSUMMATION OF ANY FINANCING ROUND OR FUND RAISING TO THE START UP AND IS MERELY PROVIDING ITS PLATFORM TO MEDIATE AND CONNECT BETWEEN THE START UP AND THIRD PARTIES WHICH MAY OR MAY NOT RESULT IN ACTUAL INVESTMENT.
5.8 The Start Up agrees to fully and irrevocably, on first demand, indemnify, defend, and hold harmless the Company and its Affiliates, officers and shareholders for any claims, losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and court costs) incurred by the Company as a result of (i) the acts or omissions of the Start Up and/or (ii) breach of this Agreement performed by the Start Up, (iii) and/or any claim asserted by any governmental authority or other third party against the Company in connection with the Start Up, including without limitation as to the Content of the Start Up, (iv) and/or as claim relating to any misappropriation or violation by the Start Up of any applicable law.
5.9 This Clause 5 shall survive any termination of the Agreement.

6. Intellectual Property

6.1 All intellectual property rights, rather registered or not, including without limitation, any ideas, inventions, innovations, know-how, trade secrets, materials, reports, and information created, collected, assembled, developed, or provided by the Company or through the Platform and all rights, title and interest in the Platform belongs exclusively to the Company. The Start Up agrees that any and all ideas, products, inventions, plans, and materials created, developed, invented, or prepared as part of the Platform under this Agreement (“Company Materials”) shall be considered as Company’s property. All such Company Material shall be the sole and exclusive property of the Company upon creation excluding any Content of the Start Up.
6.2 Notwithstanding the above, Company owns and retains all rights, title, and interest in and to its Content, as well as to all materials, documents, data and information created by the Start Up and delivered to the Company or uploaded by the Start Up on the Platform, including all intellectual property rights related thereto.



7. Term and Termination

This Agreement shall have a term commencing upon execution of this Agreement and continuing thereafter until the earlier to occur: (1) all Services have expired or terminated pursuant to their respective terms, or (2) either party gives the other party 10 days prior written notice of its election to terminate this Agreement (which may be given without cause or reason). In addition to any other remedies that may be available to it under this Agreement or pursuant to applicable laws, either party may immediately terminate this Agreement in the event of any breach by the other party of the representations and warranties contained herein or non-performance of any of its obligations hereunder and the failure of the other party to cure such breach within 10 days after written notice from the non-breaching party.
Any terms which by its nature survives termination will survive termination of this Agreement.

8. Miscellaneous

8.1. This Agreement, including any referenced written addenda, and 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 or amended except in writing signed by a duly authorized representative of each party.
8.2. The Agreement and any matters relating hereto shall be governed by and construed in accordance with the laws of the State of Israel, without regard to any conflict of law principles. In the event of a dispute relating to this Agreement or the use of the Platform, the parties agree to attempt in good faith to resolve the dispute by direct amicable 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.
8.3. 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 any successor company following any merger, acquisition (either of shares or assets), amalgamation, consolidation, or any other change of control transaction, of any kind.
8.4. Any modification to this Agreement shall be made in writing and be signed by both parties.
8.5. It is hereby agreed that Company may create, redesign and/or alter any presentations and or pitch materials provided by the Start Up to the Company (“Materials”) for properly rendering the Services. Once a Start-Up is accepted and the process of creating, redesigning or altering of any Start Up Materials provided to the Company has begun, a cancelation of the listing of the Start Up on the Platform will be charged with a cancelation fee in an amount equals to US$3,000 (Three Thousand USD).
8.6. Once a Start Up is listed on the Platform it must remain listed on the Platform for a minimum of six (6) months period (“Listing Period”), or until the requested Investment is consummated, the earlier of the above. If a Start Up wishes to be removed from the Platform prior to the lapse of the Listing Period, it will be charged an early termination fee of US$6,000 (Six Thousand USD).


IN WITNESS WHEREOF THE PARTIES HAVE SIGNED BY THEIR AUTHORIZED SIGNATORIES, HEREUNDER:

The StartUp:
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Full Name:
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Title:
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The Company:
Qilindo Israel 2021 LTD
By:
Benron Manoah
Title:
CEO
TIN:
516429123
benron
Email:
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