Copyright (c) 2021 Bringg BRINGG DRIVER APPLICATION SDK TERMS OF SERVICE THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE (THESE “TERMS”) GOVERN YOUR USE OF THE BRINGG DRIVER APP SDK (AS DEFINED BELOW) PURCHASED BY YOU OR OTHERWISE MADE AVAILABLE FOR YOUR USE BY BRINGG DELIVERY TECHNOLOGIES LTD., AN ISRAELI PRIVATE COMPANY AND/OR ITS AFFILIATES (COLLECTIVELY, “BRINGG”). PLEASE READ THESE TERMS CAREFULLY BEFORE DOWNLOADING, ACCESSING OR USING THE BRINGG DRIVER APP SDK. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR DOWNLOADING OR USING THE BRINGG DRIVER APP SDK, WHETHER FOR A FEE OR OTHERWISE, YOU ARE IRREVOCABLY CONSENTING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE EXPLICITLY REQUESTED TO REFRAIN FROM USING THE BRINGG DRIVER APP SDK. YOUR CONSENT TO BE BOUND BY THESE TERMS IS BOTH ON YOUR OWN BEHALF AND ON BEHALF OF ANY CORPORATE ENTITY THAT EMPLOYS YOU OR WHICH YOU REPRESENT, AND THE TERM “YOU” AS USED HEREIN WILL BE DEEMED TO REFER TO BOTH YOU AND YOUR EMPLOYER, JOINTLY AND SEVERALLY. IF YOU ARE AN EMPLOYEE, CONTRACTOR OR OTHERWISE USING OR SUBSCRIBING TO THE SERVICES BY OR ON BEHALF OF A CORPORATE ENTITY, ORGANIZATION OR ANY OTHER THIRD PARTY ENTITY, YOU REPRESENT AND WARRANT TO BRINGG THAT: (A) YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION; (B) YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THIS LICENSE ON BEHALF OF SUCH ENTITY; AND (C) SUCH ENTITY SHALL BE IRREVOCABLY BOUND BY AND SHALL COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THESE TERMS. NOTE: YOU RIGHT TO USE THE BRINGG DRIVER APP SDK IS SUBJECT TO YOU BEING A CUSTOMER OF BRINGG'S SOFTWARE AND SERVICES THAT PROVIDE REAL-TIME DELIVERY/WORKFORCE LOCATION AND TRACKING SOLUTIONS (THE "BRINGG SERVICES"). THE BRINGG DRIVER APP SDK MAY ONLY BE USED IN CONJUNCTION WITH THE BRINGG SERVICES AND FOR NO OTHER PURPOSE. YOUR AGREEMENT WITH BRINGG PURSUANT TO WHICH YOU HAVE PURCHASED A SUBSCRIPTION TO USE THE SERVICES IS REFERRED TO HEREIN AS THE ("MAIN AGREEMENT"). ANY TERMINATION OF YOUR SUBSCRIPTION TO THE BRINGG SERVICES AND/OR OF THE MAIN AGREEMENT WILL RESULT IN THE CONCURRENT AUTOMATIC TERMINATION OF THESE TERMS AND OF YOUR RIGHT TO USE THE BRINGG DRIVER APP SDK. 1. SERVICES 1.1. License to Use Bringg Driver App SDK. Subject to payment of any applicable fees and compliance with these Terms, Bringg agrees to make available to you, during the term of these Terms, a personal, non-exclusive, non-transferable, non-sublicensable license to use Bringg's proprietary software development kit that provides you the ability to integrate Bringg's driver app into your own applications (the “Bringg Driver App SDK”), solely for the purpose of integrating the Bringg Driver App SDK into your products, services or systems as permitted pursuant to the Main Agreement (“Your Products”) and offering the Bringg Driver App SDK as part of your offering to your End Users (as defined below). 1.2. End Users. You may make the Bringg Driver App SDK available to your End Users, solely as an integrated part of Your Products and not as a standalone product or service. “End User” is a user of Your Products to whom you are authorized to make the end user Bringg Services available pursuant to the terms and conditions of the Main Agreement, that has entered into an agreement with you that includes, without limitation, protection of Bringg's proprietary rights and confidential information, restrictions on use of the Bringg Driver App SDK and Software (as defined below) and limitation of liability at a level that is at least equivalent to the protection afforded by these Terms and of the Main Agreement. 1.3. Integration. Bringg may provide you with certain software code, materials or information that are designed to assist you in enabling the Bringg Driver App SDK to access or communicate with Your Products. You may use such software code, materials or information solely for the purpose of enabling such access or communication between the Bringg Driver App SDK and Your Products. Integration of the Bringg Driver App SDK into Your Products shall be performed by you. 1.4. Other Rights and Limitations. Other than the rights expressly licensed hereunder, no other rights or interests whatsoever in the Bringg Driver App SDK and/or the software underlying the Bringg Driver App SDK (the “Software”) are transferred or granted to you or any of your affiliates. You may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Software, or extract or attempt to extract source code from the object code of the Software or create any derivative works of the Software. Except as provided for herein, you may not make any commercial use of the Bringg Driver App SDK or the Software, whether or not for consideration. You may not use the Bringg Driver App SDK or the Software for any illegal, unlawful or unauthorized purposes. 2. TERMS INCORPORATED BY REFERENCE 2.1. All provisions of the Main Agreement relating to proprietary rights and confidential information, restrictions on use, privacy, data, disclaimer of warranties and limitation of liability shall apply to this Agreement, mutatis mutandis, and shall be deemed incorporated herein by reference. 2.2. All provisions udner the "Miscellaneous" or similar provision of the Main Agreement shall apply to this Agreement, mutatis mutandis. 3. INTELLECTUAL PROPERTY RIGHTS 3.1. You acknowledges and agrees that the Bringg Driver App SDK and the Software are proprietary products of Bringg and its licensors, protected under patents, copyright laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the Bringg Driver App SDK and the Software, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, NRE, customization and integration work product, customer feedback, suggestions and white-label branded applications, are and shall remain the sole and exclusive property of Bringg and its licensors. This Agreement and the rights granted hereunder do not convey to You any interest in or to the Software. You shall not remove or alter any copyright notice, trademark or other proprietary or restrictive notice or legend affixed to, embedded, contained or included in the Bringg Driver App SDK or Services or any material provided by Bringg. 4. NO WARRANTY; INDEMNIFICATION; LIMITATION OF LIABILITY 4.1. No Warranty. THE BRINGG DRIVER APP SDK AND SOFTWARE ARE MADE AVAILABLE “AS IS” AND WITHOUT ANY OTHER WARRANTY OR CONDITION WHATSOEVER, EXPRESS OR IMPLIED. BRINGG DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. 4.2. Indemnification by you. Without derogating from any applicable law, you agree to indemnify and hold harmless Bringg and its employees, officers, directors and agents, from and against all losses, claims, expenses, costs, liabilities and demands resulting from or in connection with (a) your and/or End Users’ use or alleged use of the Bringg Driver App SDK that is not in accordance with these Terms and/or the Main Agreement, (b) breach or alleged breach by you and/or End Users of any law, rule or regulation, and/or (c) Your Products. 4.3. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, BRINGG'S CUMULATIVE LIABILITY TO YOU, END USERS AND ANY THIRD PARTY FOR ANY LOSS, COST OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS AND/OR USE OF THE SOFTWARE AND/OR SERVICES AND/OR THE MAIN AGREEMENT SHALL NOT EXCEED THE TOTAL CONSIDERATION ACTUALLY PAID BY YOU UNDER THE MAIN AGREEMENT DURING THE ONE-YEAR PERIOD PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE ALLEGED LIABILITY. IN NO EVENT SHALL BRINGG BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST DATA OR LOST PROFITS, EVEN IF BRINGG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4.4. Open Source Software. You will not use any open source or other free software together with the Bringg Driver App SDK in such a manner that would require disclosure of the source code of the Bringg Driver App SDK and/or the Software to you or to any third party. 4.5. Your Services. In the event that the Bringg Driver App SDK allows for you to offer any products or services through the Services (“Your Services”), you shall be solely and exclusively liable for the performance of Your Services and Bringg will have no liabilities or obligations of any nature towards you, End Users or any other person or entity with respect to Your Services.