TERMS OF SERVICE

Last Modified: 10 June 2018

Welcome to Pricefy Ltd ("Pricefy", "we," "our," or "us"). These Terms of Service ("Terms") govern your use of this website and the software, functionalities and services made available here (collectively, the "Service") whether in connection with a paid subscription to the Service, beta testing, free trial, or any other use of the Service. The Service allows you to submit, store, collect, retrieve and access certain business data and other information related to you, your customers, third parties or your business (collectively, "User Data").

These Terms constitute a legal contract between you and Pricefy regarding your use of the Service. By registering or subscribing for, or by accessing or using the Service, or authorizing or permitting your agents or representatives to access or use the Service on your behalf, you agree to be bound by these Terms.

If you are using or opening an account with Pricefy on behalf of a company, entity, or organization (a "Subscribing Entity") then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such Subscribing Entity to these Terms; (ii) have read and understood these Terms; and (iii) agree to these Terms on behalf of that Subscribing Entity. If You do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

Please read these Terms carefully to ensure that you understand each provision.

1. LICENCE GRANT AND RESTRICTIONS

1.1. Licence Grant. Subject to the terms and conditions of these Terms, Pricefy hereby grants to you a limited, personal, non-transferable licence to use the Service in the manner contemplated by these Terms solely for your internal business purposes. You shall have no right to sub-license or resell the Service or any component thereof.

1.2. License Restrictions. The licence granted to you in these Terms does not include any right to: (a) damage, disable, or impair the Service or the network(s) connected thereto; (b) copy, modify, reroute, create derivative works of, derive the source code of, reverse engineer, disassemble or tamper with Service, or attempt to do any of the foregoing; (c) take any action that imposes an unreasonably or disproportionately large burden on Pricefy's infrastructure; (d) violate any local, state, federal or other applicable law or violate the rights of any third party (including, without limitation, rights of privacy or proprietary rights); (e) disable or circumvent any security features of Pricefy's products or Service; or (f) cause or permit any third party to do any of the foregoing.

1.3. Reservation of Rights. All rights not expressly granted to you in these Terms are reserved to Pricefy. No additional rights whatsoever (including, without limitation, any implied licenses) are granted to you by implication, estoppel or otherwise. You shall not, by virtue of these Terms or related service proposals or other order form, acquire any ownership interest or rights in the Service, any Pricefy's trademarks or service marks, or any other Pricefy's technology, software (including third party technology and software) or intellectual property, except for the limited use and access rights described herein.

1.4. Further Assurances. You shall, at your cost, do all things and execute all documents as may be reasonably required by Pricefy to give full effect to this clause.

2. YOUR ACCOUNT

2.1. User Account. In order to use certain aspects of the Service, you will have to register for the Service with your email and create an account ("User Account"). When creating your account for the Service, you agree to provide true, accurate, current, and complete information. You further agree to maintain and update your personal data as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept full responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorised disclosure or use of your user ID, password, or any credit, debit or charge card number), you agree to immediately notify Pricefy in writing. You may be liable for the losses or costs incurred by Pricefy or others due to any unauthorized or unlawful use of your User Account. You may not establish more than one User Account for the same entity without our prior written consent.

2.2. System Access. You may request Pricefy to automatically retrieve data from your system(s) or third- party systems or services or Third Party Sites (as defined below) on your behalf and/or you may use the Service to do so, at your direction. You hereby grant Pricefy permission to access such system(s) and services and Third Party Sites and retrieve User Data therefrom. You hereby represent and warrant that (i) you have any required permission, authority, and rights to use the Service to access and/or to allow Pricefy to automatically access such system(s) and services and Third Party Sites; and (ii) your use of the Service will not violate any terms of service or use, agreement, privacy policy, or any express or implied communication, request or demand from any third party. You are solely responsible for maintaining the confidentiality of information you provide that is necessary to access or retrieve data from your system(s) or third-party systems or services or Third Party Sites, including but not limited to any account ID, user name, password, password, or any credit, debit or charge card number. In order to connect the Service with or to use the Service to access or retrieve data from any third-party system, services or Third Party Sites, you hereby agree that such connection, access or retrieval shall be done at your sole direction and control and/or you designate Pricefy as your agent and attorney-in-fact in connection with such system, services or Third Party Sites, and further authorize Pricefy to: (a) store your User Data relating to such system, services or Third Party Sites; (b) access such system, services or Third Party Sites using User Data you provide us; (c) use any materials you provide us in order to provide you the Service; (d) gather and export from such system, services or Third Party Sites any User Data reasonably necessary for us to provide the Service to you; and (e) otherwise take any action in connection with such system, services or Third Party Sites as is reasonably necessary for us to provide the Service to you. If at any time you do not have the right and authority to access, retrieve data or connect to or to allow Pricefy to automatically access, retrieve data or connect to such system(s), service(s) or third party sites, then you hereby agree to immediately disable such functionality within your User Account. Pricefy disclaims any and all liability associated with accessing and retrieving User Data from such system(s) and services and Third Party Sites on your or your Subscribing Entity's behalf.

2.3. Account Information. Personal data about you that you provide when creating a User Account will be processed in accordance with our Privacy Policy. You acknowledge and agree that Pricefy may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Data violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Pricefy, its users, or the public, in each case as permitted by law.

2.4. Termination. Pricefy may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service for any reason or no reason, at any time in its sole discretion, with or without notice. In addition, Pricefy reserves the right to discontinue any aspect of the Service at any time, including the right to discontinue the display of any User Data. You agree that any termination of your access to the Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Pricefy will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Pricefy may have at law or in equity.

3. PAYMENT TERMS; CHARGES AND TAXES

3.1. Fees. You agree to pay any applicable fees as set forth on the pricing and payment terms provided to and agreed upon by you at the time of your order, such as on an email order or invoice, and applicable taxes associated with the Service in a timely manner with a valid payment method. Unless otherwise stated, all fees are quoted in U.S. Dollars. All payments must be made by the methods specified within the Service. You agree that we may charge your selected payment method for any such fees owed. You shall keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and to notify Pricefy if your selected payment method is cancelled or no longer valid. All fees and charges are earned upon receipt by us and are nonrefundable (and there are no credits) except as expressly set forth herein or as required by applicable law. If any payment is not received by its due date, you may be assessed interest on the overdue amount at the rate of 1.0% of the outstanding balance per month, or the maximum rate permitted by law, from the date such payment was due until the date paid.

3.2. Responsibility; Taxes. You are responsible for all charges incurred under your account made by you or anyone who uses your account. If your payment method fails or you are past due on amounts owed, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any sales or service taxes (including VAT) imposed on your use of the Service. To the extent Pricefy is obligated to collect such taxes, the applicable tax will be added to your billing account.

3.3. Authorization to Charge. Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences within the Service; provided, however, that such notice will not affect charges submitted before Pricefy could reasonably act. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you ordered the applicable Service or as provided to you at the time of your order, such as on an e-mail order or invoice. You agree that charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.

3.4. Changes. We reserve the right to change the amount of, or basis for determining, any fees or charges for the Service we provide, and to institute new fees, charges, or terms effective upon prior notice to you. You will receive notice of any fee change at least fourteen (14) days before the scheduled date of the transaction and failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription. Fees paid for any subscription term are paid in advance and are not refundable in whole or in part. If you have a balance due on any Service account, you agree that Pricefy can charge these unpaid fees to any payment method that you have previously provided.

3.5. Automatic Renew. You acknowledge that your subscription is subject to automatic renewals and your credit card account (or other payment method account) will be charged as follows without further authorization from you: (a) every month for monthly subscriptions; (b) upon every one (1) year anniversary for annual subscriptions; (c) such other periodic rate you have selected from among the options offered on the Service or agreed in an order. You consent to and accept responsibility for all related recurring charges to your applicable payment method without further authorization from you and without further notice unless required by law. You acknowledge that the amount of the recurring charge may change if the applicable tax rates change or if there has been a change in the applicable fees.

3.6. Cancellation. For annual subscriptions, you will need to provide Pricefy thirty (30) days' notice, prior to the annual renewal date, that you want to cancel your subscription, and the subscription will be cancelled upon receipt of such notification and no future charges will be made. For monthly or other subscriptions, you will need to provide Pricefy seven (7) days' notice, prior to the monthly renewal date, that you want to cancel your subscription, and the subscription will be cancelled upon receipt of such notification and no future charges will be made.

4. PROHIBITED ACTIONS

4.1. When using the Service, you agree not to:

* Use the Service for any purpose that is unlawful or is otherwise prohibited by these Terms;

* Use the Service in any manner that in our sole discretion could damage, disable, overburden, or impair the Service;

* Upload or transmit via the Service any content that is unlawful, hateful, abusive, libellous, obscene, or discriminatory;

* Use the Service to access, connect to or retrieve data from any third party system or services or Third Party Sites which are subject to terms of service prohibiting your manner of access to, connection to or retrieval of data from the system, service or site using the Service;

* Use the Service in violation of any terms of service, agreement, privacy policy, or any express or implied communication, request or demand from any third party, or to access, connect to or retrieve data from any third party system or service or Third Party Sites without authorization;

* Use the Service in any manner that infringes any copyright or other intellectual property, proprietary or moral right, or use the Service to circumvent any technological protection measure that controls access to or copying of copyrighted content;

* Attempt to gain unauthorized access to the Service, or any part of them, other User Accounts, computer systems or networks connected to the Service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service, and/or use the Service to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, or any other similar harmful software;

* Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Service;

* Impersonate another person or access another user's User Account without that user's permission;

* Misrepresent the source, identity, or content of User Data;

* Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service or Service, or features that enforce limitations on use of the Service including, without limitation, creating multiple accounts in order to circumvent query limits or other restrictions based on your account type;

* Access the Service if you are a direct competitor of Pricefy, except with Pricefy's prior written consent, or for any other competitive purposes; or

* Collect or harvest any personal data from the Service.

5. USER DATA

5.1. Use of User Data. By submitting User Data to the Service, you hereby grant Pricefy, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the User Data required for Pricefy to provide the Service. Notwithstanding anything to the contrary, Pricefy shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom), and Pricefy will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Services and other service offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

5.2. Your Responsibilities for User Data. In connection with User Data, you hereby represent, warrant, and agree that: (a) you have obtained the User Data lawfully, and the User Data does not and will not violate any applicable laws or any person or entity's rights, including such person's privacy, proprietary or intellectual property or moral rights; (b) the User Data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software used by Pricefy or its subcontractors to provide the Service; (c) all User Data has and will be collected by you in accordance with a privacy policy that permits Pricefy to share, collect, use, disclose and otherwise process such User Data as contemplated under these Terms, and if required by applicable law, pursuant to consents obtained by you to do each of the foregoing; (d) Pricefy may exercise the rights in User Data granted hereunder without liability or cost to any third party. For purposes of clarity, Pricefy takes no responsibility and assumes no liability for any User Data, and you will be solely responsible for the User Data and the consequences of sharing or disclosing it hereunder, including Pricefy use of such User Data as contemplated herein.

5.3. No Responsibility for Backups. Pricefy will not be responsible for any backup, recovery or other steps required to ensure that User Data is recoverable in the case of data loss. You are solely responsible for backing up your User Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your User Data.

5.4. Rights to User Data. You own all right, title and interest (including all intellectual property rights) in and to your User Data.

6. OWNERSHIP; PROPRIETARY RIGHTS

6.1. Proprietary Rights. All intellectual property rights in and to the Service, any user documentation related thereto and all other elements of the Service provided by us are owned by Pricefy, including, but not limited to all patents, copyrights, trade secrets, and trademarks. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights therein or thereto. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of Pricefy's intellectual property rights. Pricefy shall have the right to use your name and logo in a factual manner for marketing or promotional purposes on Pricefy's website and in other communication with existing or potential customers.

7. CONFIDENTIALITY

7.1.Each party acknowledges that during the term of this Agreement it (“​Receiving Party​”) may be entrusted with certain confidential information of the other party (“​Disclosing Party​”) that should reasonably have been understood by Receiving Party due to legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to Disclosing Party (“​Confidential Information​”). For the avoidance of doubt, User Data (as defined at clause 5) shall be considered your Confidential Information.

7.2.Each party may use the other party’s Confidential Information solely for the purposes of carrying out its obligations under this agreement and must (i) hold the other party’s Confidential Information in strict confidence, and (ii) not disclose such Confidential Information to any third party other than to its Affiliates and its and their employees, professional advisors, financiers, prospective financiers, shareholders and their respective advisors, and approved sub-contractors (and then in each case only on a “need-to-know” basis), subject to such persons agreeing to hold the Confidential Information in strict confidence on the terms set out in this clause.

7.3.The obligations on the Receiving Party set out in this clause will not apply to any Confidential Information of the other party which: (i) is publicly available or becomes publicly available other than through an act or omission of the Receiving Party; (ii) the Receiving Party is required to disclose by order of a court of competent jurisdiction or by a regulator having jurisdiction over the party, provided that prior to such disclosure, the Receiving Party must use reasonable endeavours to provide notice to the other party setting out the nature of the proposed disclosure; (iii) the Receiving Party discloses pursuant to the requirements of a stock exchange on which its securities are quoted, provided that: (a) the Receiving Party only discloses that information that is reasonably necessary to enable the Receiving Party to comply with the requirements of the stock exchange; and (b)prior to such disclosure, the Receiving Party uses reasonable endeavours to provide notice to the other party setting out the nature of the proposed disclosure; or (iv) is already known to the Receiving Party, as evidenced in written or machine readable form dated prior to the date of disclosure or is received from an unaffiliated third party without an obligation of non-disclosure or breach of an obligation of confidentiality to the other party.

8. THIRD-PARTY SITES, THIRD-PARTY INFORMATION

8.1. You or the Service may call the servers of other websites or services solely at the direction of and as a convenience to you and/or other users ("Third Party Sites"). Pricefy makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third-Party Sites. Access and use of Third Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk and responsibility.

9. DISCLAIMERS; NO WARRANTIES

9.1. The Service and any third-party or User Data, software, services, or applications made available in conjunction with or through the Service are provided "as is". To the fullest extent permitted by law, Pricefy specifically disclaims and excludes any and all warranties, conditions and representations of any kind whatsoever that would otherwise be implied or imposed by statute, at common law, by a course of dealing or otherwise howsoever with respect to the subject matter of these Terms, including without limitation warranties of quality, performance, merchantability, or fitness for a particular purpose. Pricefy does not warrant that the Service will meet your needs or be free from errors.

9.2. Pricefy, its suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of the Service in terms of correctness, accuracy, reliability, or otherwise. You understand and agree that you download or otherwise obtain third party or User Data, material, or other data through the use of the Service at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such third-party or User Data, material, or data. Pricefy will not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store or maintain any third-party or User Data.

910. LIMITATION OF LIABILITY

10.1. Limitation on Types of Damages. Subject to clause 9.3 and without prejudice to clause 9.2, in no event shall either party ever be liable to the other under or in connection with these Terms, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, or claim for contribution, or otherwise, for any: (i) indirect, special, punitive, consequential, or incidental loss or damages, or (ii) any lost profits, loss of goodwill, loss of or corruption of data, loss of revenue, loss of anticipated savings, or loss of business (in each case, whether direct or indirect), even if such party has been advised of the possibility of such liability or damage.

10.2. Limitation on Amount of Damages. Subject to clause 9.3, Pricefy's maximum liability arising out of or in any way connected to these terms shall not exceed the fees paid by you, if any, for accessing the Service during the month immediately preceding the day the act or omission occurred that gave rise to your claim .

10.3. Liability not Excluded or Limited. Nothing in these Terms will in any way exclude or limit a party's liability to the other party for losses or damages arising from: (i) death or personal injury caused by that party's negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other matter for which it would be illegal to exclude or attempt to exclude or limit its liability.v

11. INDEMNIFICATION

11.1. Our Indemnity. Pricefy will indemnify, defend and hold you harmless from liabilities, losses and damages finally awarded by a court of a competent jurisdiction, based on a third-party claim that Pricefy's proprietary software infringes the intellectual property rights of a third party; provided that such indemnity shall not apply if the alleged infringement results from (a) use of the software in conjunction with any website searches or any other data or the use thereof in connection with the software; or (b) unlicensed activities and so long as you promptly notify Pricefy in writing of any such third-party claim and Pricefy is permitted to have full control of the defense and any settlement of such third-party claim as long as such settlement shall not include a financial obligation on you or implicate you in any alleged infringement action. You shall cooperate fully in the defense of such third-party claim and may appear, at your own expense, through counsel reasonably acceptable to Pricefy. You shall not undertake any action in response to any infringement or alleged infringement of the software. Pricefy may settle any third-party claim on a basis requiring Pricefy to substitute for the software alternative substantially equivalent non- infringing programs. In the event that providing an acceptable alternative non-infringing program is either not available or practical in Pricefy's sole reasonable discretion, the parties may agree to terminate the Terms. The provisions of this section state the sole, exclusive, and entire liability of Pricefy and its licensors to you, and is your sole remedy, with respect to the infringement of third- party intellectual property rights.

11.2. Your Indemnity. You agree to defend, indemnify and hold harmless Pricefy and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of or User Data violating any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any applicable laws or regulations; (e) any claim or losses that arises as a result of any of your User Data or any other data that are submitted via your account; or (f) any other party's access and use of the Service with your unique username, password or other appropriate security code. Pricefy will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Pricefy. Pricefy will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same.

12. GENERAL PROVISIONS

12.1. Governing Law; Disputes. These Terms shall be construed, interpreted and applied in accordance with, and shall be governed by, the laws of England. These Terms and any dispute arising out of or in connection with it or its subject matter, whether of a contractual or non- contractual nature shall be governed by and construed under the laws of England.

12.2. Assignment. Neither party may assign any of its rights or transfer any of its obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Pricefy may assign any or all of its rights, and transfer any or all of its obligations, under these Terms, to any person, without your consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.3. Third Parties. Nothing in these Terms confers any right on any person (other than the parties) pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.4. Waiver. The failure of Pricefy to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Pricefy.

12.5. Entire Agreement. These Terms and any agreements incorporated by reference constitute the entire agreement between you and Pricefy relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Pricefy as set forth in these Terms.

12.6. Severability. If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

12.7. Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.