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SPOTLOCK PLATFORM TERMS OF USE

Last Revised: June, 2024

SPOTLOCK LTD. (“WE”, “OUR”, “US ”“SPOTLOCK” OR THE “COMPANY”) WELCOME YOU (“CUSTOMER” OR "YOU") TO OUR PLATFORM AND OUR WEBSITE AVAILABLE AT HTTPS://WWW.SPOTLOCK.CO (THE “WEBSITE”). THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”) STIPULATE THE TERMS AND CONDITIONS OF YOUR USE OF THE PLATFORM. THE PLATFORM IS PROVIDED SOLELY FOR YOUR BUSINESS’ OWN USE. BY ACCEPTING THESE TERMS ELECTRONICALLY BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY ACCESSING OR USING OUR PLATFORM, YOU AGREE TO THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR ANOTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “YOU” OR “CUSTOMER” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE LEGAL ENTITY THAT YOU REPRESENT DOES NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS OR USE THE PLATFORM.

Your use of the Website, Platform and Services are subject to (a) our Privacy Policy, available at https://www.spotlock.co/privacy; (b) an applicable commercial annex that may be entered into between you and the Company for a subscription to our Services, detailing payment terms and other additional relevant terms (the “Subscription Agreement”) and (c)  guidelines, terms, or rules, which may be further posted on the Website in connection with the use of the Platform and Services.  All such additional terms, guidelines, and rules under (a) through (c) above are incorporated by reference into these Terms.

 

  1. Services;

    1. You shall register and establish an account on the Website in order to use the Platform (the “Account”). Subject to the terms and conditions of these Terms and entering into the Subscription Agreement, Spotlock shall provide You with access to its proprietary platform (the “Platform”), which enables users to monitor, assess and manage their commodity risks, and to receive information relating to the price of certain materials and other relevant market data (the “Services”).

    2. In providing the Services, Spotlock commits to make commercially reasonable efforts to utilize the maximum professional skill and knowledge, diligence and care, and to comply with applicable laws in all relevant jurisdictions. 

    3. Except as otherwise expressly permitted in these Terms, with respect to the Website, the Platform or any content available thereon (the “Content”), you may not (a) make available or use the information on the Website or the Platform on any other platform or for the benefit of any third party; (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Website the Platform or the Content for any commercial purposes; (c) use the Website, the Platform or the Content, to transmit any illegal, immoral, unlawful and/or unauthorized materials; (d) use the Website or the Platform, to transmit or otherwise make available any malicious code, including any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program; (e) interfere with or disrupt the integrity, performance or operation of the Website, the Platform or any part thereof, including any servers or networks provided by third party service providers; (f) attempt to gain unauthorized access or bypass any measures imposed to prevent or restrict access to the Website or the Platform; (g) copy, modify, distribute, create derivative works, translate, port, reverse engineer, decompile, or disassemble the Website, the Platform, or the Content, or any material that is subject to our proprietary rights, including without limitation for non-internal or commercial purpose, and shall not simulate or derive any source code or algorithms from the Website or the Platform; and (h) misrepresent or impersonate any person or entity, or falsely state your affiliation, or express, imply that we endorse you in any manner, or represent or distribute inaccurate information about the Website or the Platform.

    4. Any use of the Platform in breach of these Terms, that in our reasonable judgment or suspicion threatens the security, integrity or availability of the Website, Platform or of its intellectual property rights associated with, arising out of or integral to the Platform, may result in immediate suspension or termination of your access to the Platform. You agree to notify us immediately if you become aware of any unauthorized use of the Platform. You are responsible for any and all actions taken through the use of your accounts and passwords.

2. Representations and Warranties. You hereby represent and warrant that: (i) you will access and use the Website and the Platform in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States, or other countries) and you shall not use the Website, Platform or any of the Services offered for any unlawful, criminal or fraudulent activity or any prohibited transaction under the laws, regulations and/or directives of any applicable jurisdiction;  (ii) you have all consents, rights and authority to provide and submit any and all information provided and submitted by you and all such information (a) is true, accurate, current and complete and we may rely on such information (in this regard, you shall update your account whenever there is a change in the information you provided); (b) is not libelous, defamatory, indecent, obscene, harassing, hateful or violent; (c) is not meant to harm Us or any third party; (d) do not constitute or include viruses or other harmful codes; (e) as well as its anticipated use, do not violate, infringe or misappropriate any proprietary rights, or right of publicity or privacy of Us or any third party; and (f) do not violate these Terms, or any applicable law, rule or regulation (whether of the State of Israel or other countries); and (iii) you will pay all charges incurred by use of the Services and use of your credit card, debit card, or other payment mechanism that you have provided Spotlock or its third party payment processor in order to pay Spotlock’s applicable fees pursuant to the Subscription Agreement. 

3. Intellectual Property Rights.

  1. All intellectual property rights in the Platform, Services, and any part thereof, including any and all derivatives, changes, and improvements thereof lie exclusively with Spotlock. Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Platform, Service or any part thereof for any purpose; (ii) not represent that it possesses any proprietary interest in the Platform, Service, or any part or derivative thereof; (iii) not directly or indirectly, take any action to contest Spotlock’s intellectual property rights or infringe them in any way; (iv) except as specifically permitted in writing by Spotlock, not use the name, trademarks, trade-names, and logos of Spotlock; (v) except as specifically permitted herein, not copy any part or content of the Platform other than for Customer’s own internal business purposes; and (vi) not copy any features, functions or graphics of the Platform or use it to build a competitive product or service.

4. Confidentiality

  1. For the purposes hereof, “Confidential Information” means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to the disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of these Terms and/or any use of or reference to the Confidential Information.

  2. The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need-to-know” basis and provided that such Representatives are bound by confidentiality obligations; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under these Terms; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, subject to applicable law, the receiving party shall disclose only that portion required to be disclosed and give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief. The obligations of confidentiality will not apply to any information which (a) is known to the public other than as a result of improper action by the receiving party; (b) was known to the receiving party or in its possession at the time of disclosure without any confidentiality obligations; or (c) is independently developed by the receiving party without reliance on or use of the Confidential Information. The obligations of confidentiality under this provision shall survive for (three) years from the time of disclosure of the disclosing party.

  3. spotlock will treat the data provided by the customer as confidential information and only use such data to create and maintain the account, provide consulting, and establish the transaction(s). in no event shall Spotlock sell, rent, share, or otherwise disclose data provided by the customer to anyone, except as necessary to establish a transaction or as otherwise provided in these terms and other applicable terms, rules, or applicable law.

5. Disclaimer; Limitation of Liability; Indemnification

  1. Spotlock provides the Platform to customers on an “as is” basis, without warranties or representation of any kind, and Spotlock expressly disclaims all warranties - statutory, express, implied or otherwise, including, without limitation, warranties of providerability, non-infringement, or fitness for a particular purpose. Spotlock further disclaims any warranty that the operation of the Platform or any related services will be uninterrupted or error-free.

  2. In no event will Spotlock’s total liability to you for all damages arising out of or related to these terms, services, or to the Platform exceed the total amount  of fees paid by the customer in the twelve (12) month period preceding the event giving rise to liabity. to the maximum extent permitted by law, in no event will either party be liable for lost profits, loss of use, loss of data (including end-user information), cost of procurement of substitute goods or services, or for special, punitive, incidental, indirect, or consequential damages, however, caused, whether for breach of contract, tort (including negligence and strict liability), or otherwise, whether or not Spotlock has been advised of the possibility of such damages. you further acknowledge and agree that Spotlock may change the Website or the Platform in whole or in part in its sole discretion without notice to you and without any liability to you whatsoever in connection therewith.

  3. Customer agrees to indemnify, hold harmless, and defend Spotlock from any and all liabilities, losses, costs, judgments, penalties, claims, actions, damages, expenses or attorneys’ fees (collectively, "Losses") arising from or relating to: (i) Customer’s use of the Services or transactions in its Account (and the same shall apply with regard the use of the Services by any other person accessing the Services on Customer’s behalf or using Customer’s identification; (ii) any action taken in reliance on any representation, information, instruction and/or approval received from Customer; (iii) Customer’s breach of these Terms; (iv) any action taken by Spotlock to enforce its rights under these Terms; and (v) Customer’s violation or infringement of any intellectual property right held by Spotlock or its affiliates.

 

6. Other Websites’ Information. The Website and Platform may display information obtained from third-party providers and/or websites (“Third Party Providers”), including financial information related to financial market data, quotes, news, analyst reports, graphs or other data (“Market Data”). Spotlock and its Third Party Providers do not guarantee the accuracy, timeliness, completeness or correct sequencing of the Market Data, or warrant any results from your use or reliance on the Market Data. You agree that neither the Company nor the Third Party Providers will be liable for any termination, interruption, delay or inaccuracy of any Market Data.You agree not to provide access to Market Data to anyone who is not authorized by the Company to receive Market Data, and You agree not to hold Spotlock liable for any loss or damage incurred as a result of any dealings with any Third Party Provider.

7. Term; Termination. Subject to this Section 7, these Terms will remain in full force and effect while you use the Platform or Services (the “Term”). You may stop using the Services at any time, and you may terminate the Terms and delete your Account. Subject to any cancellation terms under the Subscription Agreement, such termination of the Terms shall take effect upon the cease of the use of our Services and the closing of your account (including username and password), which shall occur within [30] calendar days after receipt by Spotlock of your written termination notice which should be sent to notices@spotlock.co. Customer will remain responsible for any activity on its Account between sending Spotlock such email and the closing of Customer’s Account, as well as responsible for outstanding fees accumulated up until the effective termination date of the subscription period.

All terms and provisions of these Terms, including Sections 2, 3,4, and 5, which by their nature are intended to survive any termination or expiration of these Terms, will so survive.

8. Disclosures:

Not a Registered Broker-Dealer or a Futures Commission Merchant. You understand that Spotlock is not registered as a broker-dealer or a Futures Commission Merchant under US federal laws or any applicable laws, is not holding itself out as a broker-dealer or a Futures Commission Merchant, and is not engaged in the business of buying or selling commodities or securities.

 

Not a Commodity Trading Advisor Registered Broker-Dealer. You understand that Spotlock is not registered as an Investment Advisor or a Commodity Trading Advisor under US federal laws or any applicable laws, is not holding itself out as an Investment Advisor or a Commodity Trading Advisor and does not provide personalized advice or recommendations for buying or selling any securities or commodities. The information provided on this website or through our services should not be considered investment or trading advice subject to regulatory oversight.

9. Notices. All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service that obtains a receipt to evidence delivery, or by email transmission with written confirmation of receipt. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given three calendar days after posting. Notices sent to Spotlock shall be sent to the following: notices@spotlock.co. Notices sent to the Customer may be sent to any address provided by the Customer to Spotlock.  Changes to the Customer’s address should be communicated in accordance with this Section 8, and any changes to Spotlock’s address shall be communicated by updating these Terms in accordance with Section 11 of these Terms. 

 

10. Publicity. Spotlock may, with Customer’s prior approval, issue publicity or general marketing communications concerning its involvement with the Customer. In addition, Spotlock may use the Customer’s logo in publications of Spotlock's customers.

 

11. Feedback. To the extent You provide us any feedback, comments or suggestions (“Feedback”), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.

 

12. Changes to the Terms. These Terms may be subject to periodical revisions or amendments, from time to time, at our sole discretion. The last revision will be reflected in the “Last Updated” heading. Your continued use of our Website, the Platform, the Content, or the Services following any such amendments will be considered as your consent to the amended Terms. At all times, the latest version of these Terms shall be binding and prevail over any other version.

13. Transaction. In any case of contradiction between these Terms and the terms of any Subscription Agreement entered into between you and Spotlock, the terms of the Subscription  Agreement shall prevail.

14. Governing Law; Dispute Resolution. The laws of the State of Delaware will govern these Terms, without regard to its conflict of law principles. Any and all legal claims, suits or actions that arise in connection with these Terms claimed against us shall be brought exclusively in the courts located in the state of Delaware.

15. Limitation of Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website, the Platform or the Services or the Terms must be filed within one year after such claim or cause of action arose or be forever barred.

 

16. Waiver and Severability. The failure of Spotlock to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any of the provisions of these Terms are held invalid, unenforceable, or void by a court or other tribunal of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

 

17. Assignment. The Customer may not transfer or assign its rights and/or obligations under these Terms, in whole or in part, to others, without obtaining the prior written consent of Spotlock, in its sole discretion. Spotlock may assign its rights without restriction, without prior notice to a subsidiary of the Company.

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