RETURNGO LTD. - TERMS OF SERVICE

(February 2021 edition)

IMPORTANT - READ CAREFULLY:

By clicking/checking the “I Agree to ReturnGo’s Terms of Service” button or by otherwise accessing the ReturnGo Service (as defined below), You hereby agree to be bound by these terms of service (the “Terms”). “You” (and its derivatives) means you individually or the entity that you represent. “ReturnGo”, “We”, “Our” or “Us” means or refers to ReturnGo, Ltd., an Israeli company. Capitalized terms used in these Terms are defined throughout these Terms.

You must be at least eighteen (18) years of age to access and use the Service. If You are entering into these Terms for an entity, You hereby represent that You have the authority to bind that entity. If You do not agree to be bound by these Terms or if You do not accept the Privacy Policy (as defined below), You may not access or use the Service. If You violate the provisions of these Terms, ReturnGo may, in its sole discretion, suspend, discontinue, or change Your access to or use of the Service, in whole or in part. By continuing to use the Service, You hereby agree to any future amendments and additions to these Terms and/or Privacy Policy, as may be published from time to time through the Site (as defined below) and which become effective upon such publishing. Please review these pages periodically to ensure you are up-to-date with any changes. If We make material changes, We may post a clear notice on the Site.

NOTE: In addition to these Terms, Your access and use of the Service may be subject to terms and conditions and other policies of third party service providers, including digital store or marketplace providers (“Platform(s)” and “Platform Providers”, as applicable). The Service may be available with various such Platform Providers, as determined by ReturnGo at its sole discretion from time to time, and is currently available at the Shopify App Store (https://apps.shopify.com/). Accordingly, the use of the Service accessed through such Platform Providers is subject to the applicable terms and conditions governing the access and use of the Shopify App Store which shall prevail with respect to the use of such Platform.

1. Description of the Service

The ReturnGo service (the “Service“), as further described at https://returngo.ai/ the “Site“ , provides a return management platform which enables You as a merchant to enhance Your end-customers' (“End-Customers”) experience with returns while potentially assisting You to increase bottom-line profit and revenue . The Service is made available to You (as a merchant) through a management dashboard and to End-Customers through a dedicated portal to be accessed through Your own website or other applications. The Service may also include any software or API that is made available to you by ReturnGo and/or Platform Providers and accessed by You (or End-Customers) (such as the ‘Shopify Billing API’). The Service further includes the products, services, and features made available or provided to you by ReturnGo in connection with therewith and the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, trademarks, service marks and logos, contained in or made available through the Service.

It is being expressly clarified and agreed that Our engagement, commitment and liability herein are solely with and towards You (acting as a merchant) and the rights granted herein are solely granted to You and accordingly You are and shall be responsible and liable to and for any and all warranties, representations, undertakings, commitments, interactions, billings and any other engagements with and towards Your End-Customers under your own separate terms and conditions, which must be at least as restrictive as the Terms.

2. Subscription to the Service

2.1. Subject to Your compliance with this Terms, and payment of applicable fees, ReturnGo hereby grants You and Your Merchant-Users a worldwide (other than in jurisdictions embargoed under US or Israeli laws), non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (as defined below) for Your internal business purposes only. Your subscription to the Service may be limited to the number of Merchant-Users and/or End-Customers and otherwise to the Units designated in the Order Form. “Merchant Users” means employees and independent contractors that You have authorized to access and use the Service via Your employee Account interface, who are not End-Customers. “Unit(s)” means any measuring unit, in addition to Merchant-Users and End-Customers, described in the applicable Order Form upon which the fees set forth in the Order Form are calculated. “Order Form” means ReturnGo’s then current order form that You enter into with ReturnGo prior to registering for the Service. Such Order Form may be fully digital executed as part of the onboarding process with the Platform Provider or the Site, however may also be separately agreed upon and executed in writing by the parties.

2.2. From time to time, We may execute with You statements of work that describe specific professional services to be performed by ReturnGo in support of the Service (as executed by the parties, a “SOW”). Each SOW will form a part of this Terms, and will be subject to the terms and conditions contained herein. SOW may be amended only by written agreement of the parties. ReturnGo will perform the services specified in each SOW in accordance with the terms and conditions of this Terms and of each SOW. The deliverables produced under such SOW shall become fully accepted upon delivery by ReturnGo. Any Intellectual Property Rights (as defined below) in and to the deliverables produced under such SOW shall become owned by and vest in ReturnGo upon creation thereof. The services under the SOW shall be performed during normal working hours pursuant to a time schedule to be coordinated by the parties. The services under the SOWs shall be provided without warranties of any kind, either express or implied and in any event shall be subject to the disclaimer of warranties and limitations of liability set forth in these Terms, unless expressly provided otherwise under the applicable SOW. No indemnity obligation of ReturnGo hereunder shall apply to such services. In connection with each SOW, You will be required to perform the responsibilities, duties and tasks assigned to You under the SOW, and such other duties and tasks as may be reasonably required to permit ReturnGo to perform the services specified in the SOW.

2.3. Trial Use. If ReturnGo offers the Service on an evaluation or trial basis (“Trial Service”), the terms of this Section 2.3 govern that use, and control over any conflicting provision of these Terms. The term “Service” includes Trial Service in all provisions of these Terms that are not in conflict with the provisions of this Section 2.3. You may only use the Trial Service (a) for internal testing and evaluation or trial purposes, and (b) for a period of thirty (30) days (unless We specify otherwise) beginning on the date We provide you with Account (as defined below) login details for access to the Service (“Trial Period”). You may not use the Service if You, or intend in the future to, directly or indirectly engage in any business that competes with ReturnGo or offer a similar software solution or services to the Service. You will not have access to the Service or to any Data (as defined below) in the Service after the Trial Period ends. You will have the option to continue use of the Service by purchasing a subscription to the Service.

During the Trial Period: (a) We will provide the Trial Service: (i) free of charge; (ii) without support at any service or availability level (unless provided by Us in Our sole discretion); (iii) “AS IS”; (iv) without indemnification, warranty, or condition of any kind; (v) for up to the number of Merchant-Users, End-Customers and/or Units agreed by Us; (b) The use of the Trial Service is at your own risk and We will not be responsible for the consequences of that use; (c) Certain features or functionality of the Service may not be available. Providing any feature or functionality in the Trial Service does not constitute Our commitment to offer that feature or functionality on a generally available basis; (d) We may modify or terminate the Trial Service at any time; (e) The aggregate liability (excluding indirect damages, for which we expressly disclaim all liability) of ReturnGo, and its affiliates and suppliers, for any claim arising from your use of the Trial Service will not exceed $100 USD; and (f) THE TRIAL SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR COMPLIANCE WITH ANY SECURITY REQUIREMENTS OR COMPLIANCE WITH ANY LAWS AND REGULATIONS INCLUDING WITH RESPCT TO EXPORT, PRIVACY AND CONSUMER PROTECTION.

3. Restrictions on Use

There are certain conducts which are strictly prohibited while using the Service. Please read the following restrictions carefully. Your failure to comply with the provisions set forth may result herein (at ReturnGo’s sole discretion) in the termination of Your use and access to the Service and may also expose You to civil and/or criminal liability. You must not, and shall not allow any Merchant-Users and/or End-Customers to: (i) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (ii) allow any third party to use the Service; (iii) use the Service to process data on behalf of any third party; (iv) give, sell, rent, lease, timeshare, outsource, sublicense, disclose, publish, assign, market, resell, transfer or distribute any portion of the Service to any third party, including, but not limited to Your affiliates, or use the Service in any service bureau arrangement; (v) copy, modify, adapt, translate, reverse engineer, decompile or disassemble the Service or any components thereof, including without limitation any Java applets associated with the Site, in any way or publicly display, perform, or distribute them (“ReturnGo Content”) except to the extent such acts are required to be permitted by applicable law; (vi) make any use of the ReturnGo Content on any other website, application or networked computer environment for any purpose, or replicate or copy the ReturnGo Content without ReturnGo prior written consent; (vii) create a browser or border environment around ReturnGo Content (no frames or inline linking); (viii) disclose or publish the results of any benchmark tests run on the Service; (ix) use any robot, spider, scraper, or other automated means to access or in connection with the Service for any purpose (x) take any action that imposes or may impose (at ReturnGo’s sole discretion) an unreasonable or disproportionately large load on the ReturnGo infrastructure; (xi) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities or violate any other Service visitors or users right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Service without their express written consent; (xii) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (xiii) disclose Your Account user names or passwords to any third party; (xiv) remove, deface, obscure, or alter ReturnGo’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos with the Service differing from ReturnGo’s own without ReturnGo’s prior written approval; (xv) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others or use the Service, post or communicate any information for any illegal, immoral or unauthorized purpose; (xvi) create a database by systematically downloading and storing all or any of the ReturnGo Content from the Service; (xvii) transmit or otherwise make available in connection with the Service any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; and/or (xviii) use the Service in any unlawful manner or in breach of this Terms or in violations of any third party rights.

You must comply and cause Your Merchant-Users and/or End-Customers to comply with all applicable laws, regulations, and industry standards in personal or business conduct, and in the event that any person, entity, or government authority accuses You, Merchant-Users and/or End-Customers of any illegal or unethical conduct, ReturnGo shall have the right in its sole discretion to immediately suspend or terminate Your access and use of the Service.

We care for Your safety and well-being. If you believe a user or a third party acted inappropriately including, but not limited to, offensive, violent or sexually inappropriate behavior or content, please report immediately such person to the appropriate authorities and to Us.

4. Account

In order to use the Service, You have to create an account (“Account“). You must not allow anyone other than an authorized Merchant-Users and/or End-Customers to access and use the Account. You acknowledge and agree (i) not to exceed the aggregate number of authorized Merchant-Users and/or End-Customers or any other Units designated in the applicable Order Form unless You first notify ReturnGo in writing and pay ReturnGo the required additional subscription fees; (ii) that the login details for each Merchant-User and/or End-Customer may only be used by that Merchant-User and/or End-Customer, and that multiple people may not share the same login details; (iii) to provide accurate and complete Account and login information; (iv) to keep, and ensure that Merchant-Users and/or End-Customers keep, all Account login details and passwords secure at all times; (v) that You remain solely responsible and liable for the activity that occurs in connection with Your, Merchant-Users’ and/or End-Customers’ Account, and the activities of Your Merchant-Users and/or End-Customers on or relating to the Service, whether or not You know of such activity, and (vii) to promptly notify ReturnGo in writing if You become aware of any unauthorized access or use of the Accounts or the Service. ReturnGo may suspend or terminate any access to the Service upon notice to You in the event that ReturnGo reasonably determines that such either You, Merchant-Users and/or End-Customers has violated these Terms, any third party applicable terms and conditions or any other terms between ReturnGo. You will ensure that all Merchant-Users and/or End-Customers comply with the terms and conditions of this Terms and/or any other applicable terms and conditions which shall be required to be at least as restrictive as those contained herein. You will be liable for any violation of the Terms and other applicable terms and conditions by any Merchant-Users and/or End-Customers.

5. Content and Data

5.1. ReturnGo may allow You, Merchant-Users and/or End-Customers to upload, post, publish and make available copyrightable materials such as literary works, text, images, photos, videos, strips and any other proprietary materials (the “User Generated Content”). Such User Generated Content shall remain at all times, and to the extent permitted by law, the respective property of its third party owner. You understand and agree that You are solely responsible for any such User Generated Content and the consequences of posting or publishing such material on the through the Service in any way. You represent and warrant that You, Merchant-Users and/or End-Customers are the rightful owner of the User Generated Content uploaded, or, that You, Merchant-Users and/or End-Customers have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such User Generated Content, which are required to use and to enable ReturnGo to use the User Generated Content uploaded and that such User Generated Content does not infringe any third party’s Intellectual Property Rights. You agree that You, Merchant-Users and/or End-Customers will not post or upload any User Generated Content containing content which is unlawful for You, Merchant-Users and/or End-Customers to possess, post or upload in the country in which You, Merchant-Users and/or End-Customers are resident, which is against any internal policies or regulations of the organization for which You Merchant-Users and/or End-Customers may be engaged with, or which it would be unlawful for ReturnGo to use or possess in connection with the Service. ReturnGo explicitly reserves the right to remove the User Generated Content without giving any prior notice, at its sole discretion. When You Merchant-Users and/or End-Customers upload, post, publish or make available any User Generated Content or use such User Generated Content, You hereby grant (including on behalf of Merchant-Users and/or End-Customers) ReturnGo an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to use, reproduce, distribute, transmit, make derivative works of, display, copy, make available and perform that User Generated Content, only in connection with the Service, whether through the Internet, any mobile device or otherwise, in any media formats and through any media channels known today and developed in the future.

5.2. Further, You and Your Merchant-Users and/or End-Customers may choose to provide, post, input, submit, or otherwise make accessible to ReturnGo, data or information about You, Your Merchant Users and/or End-Customers, or any third party (“Data“), whereupon ReturnGo shall become the owner of such Data and the controller thereof and may use it for its own legitimate business purposes and store such Data on Your behalf, all in connection with Your use of the Service. To the extent necessary, You (including on behalf of Merchant-Users and/or End-Customers) hereby provide ReturnGo a royalty-free, irrevocable, non-exclusive, transferable right and license to use, process, upload, display, copy, distribute copies of, perform, transform, and display publicly, and store Data, in order to: (i) provide the Service, (ii) aggregate, de-identify and/or anonymize Data to administer and make improvements to the Service and (iii) to facilitate the purposes detailed in our Privacy Policy.

5.3. You represent and warrant (including on behalf of Merchant-Users and/or End-Customers) that (i) You own all Data or have all rights that are necessary to grant ReturnGo the licensed rights in Data under these Terms. You are responsible to collect all required consents under applicable law (as applicable) including from Merchant -Users and End-Customers; (ii) Your collection of Data has and will be in compliance with all applicable laws and regulations, including, without limitation, those concerning data or information privacy; and (iii) neither the Data, nor the inclusion of Data in or use of Data in connection with the Service, will infringe, misappropriate or violate any Intellectual Property Rights (as defined below), or violate the privacy rights, of any third party, or result in the violation of any applicable law or regulation, including without limitation those concerning data or information privacy. ReturnGo reserves the right, but is not obligated, to remove or disable access to any Data, at any time and without notice. Data collected by ReturnGo may be used by ReturnGo as owner and controller of data. You acknowledge and agree that You remain solely responsible and liable for the Data you provide.

5.4. ReturnGo shall maintain reasonable safeguards to protect the security and confidentiality of Your Data. We will maintain any personally identifiable information that we collect and/or receive in connection with the Service in accordance with Our Privacy Policy as available at https://returngo.ai/policy/ (“Privacy Policy”).

6. Intellectual Property

The Service, Site, ReturnGo's products and services, the design, logos, graphics, images, as well as the selection, assembly and arrangement thereof, ReturnGo’s Content, the services and deliverables under any SOW, ReturnGo’s proprietary software, algorithms, graphics, text, photographs, designs (including the “look and feel” of the Service and any part thereof), specifications, methods, processes, data, technical information, technology, interactive features, source code and objects, files, interfaces, interface graphics and all reproductions, corrections, modifications, enhancements, derivative works and improvements thereto, and all data related to Your usage thereof (collectively, “Intellectual Property”), are and will remain the exclusive property of ReturnGo and/or its licensors. All intellectual property rights pertaining to such Intellectual Property, including inventions, patents and patent applications and disclosures, trademarks, trade names, logos, copyrightable materials, and trade secrets, moral rights, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world, whether or not registered or registerable, under local law, foreign laws and international conventions, (“Intellectual Property Rights”), shall vest in ReturnGo and/or its licensors. Unless expressly permitted in these Terms, You, Merchant-Users and/or End-Customers may not copy, distribute, display, publicly perform, make available to the public, disassemble, separate, modify, sublicense to, commercial use, sell, rent, lend, process, connect, perform “reverse-engineer”, combine with other software, translate, modify, or create derivative works of any material that is subject to ReturnGo’s proprietary rights, including ReturnGo’s Intellectual Property Rights, either by Yourself or by someone acting on your behalf, in any way or by an means.

All logos and other proprietary identifiers used by ReturnGo in connection with the Service are all trademarks and/or trade names of ReturnGo, whether or not registered (“ReturnGo Trademarks”). All other trademarks, service marks, trade names and logos, which may appear on or with respect to the Service belong to their respective owners (“Third Party Marks”). No right, license, or interest to ReturnGo Trademarks and/or to the Third Party Marks is granted hereunder, and You agree that no such right, license, or interest shall be asserted by You, Merchant-Users and/or End-Customers with respect to ReturnGo Trademarks or the Third Party Marks and therefore You, Merchant-Users and/or End-Customers will avoid using any of those marks, unless expressly permitted herein.

You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of ReturnGo and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Site and/or the Services, and You represent and warrant that You will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of ReturnGo Trademark, whether registered or not. To avoid any doubt, the provisions of this Section ‎‎‎6, DO NOT apply to your User Generated Content.

7. Term and Termination

7.1. Term. The Service is provided on a recurring monthly basis, unless specified otherwise in the Order Form and/or SOW (“Subscription Period” or “Term”). These Terms shall become effective on the execution date of the Order Form, and shall continue until termination of the Subscription Period as provided in these Terms. The Subscription Period shall automatically renew for successive Subscription Periods unless either party provides the other with at least thirty (30) days written notice prior to the end of the then-current Subscription Period of its intent not to renew.

7.2. Termination for Cause. Either party may terminate these Terms upon written notice in the event that the other party materially breaches these Terms and, to the extent that the breach can be cured, fails to cure that breach within thirty (30) days of said notice.

7.3. Discontinuation of Service. We may at our sole discretion, suspend or discontinue the Service, in whole or in part, or otherwise choose not renew Your Subscription Period, upon written notice of at least thirty (30) days, whereupon the Service shall not be automatically renewed. It is being clarified that You shall have no termination for convenience rights and that in no event, unless expressly provided otherwise herein, shall You be entitled to any refund of any pre-paid fees.

7.4. Effects of Termination. Upon expiration or termination of these Terms and/or an applicable Order Form, (i) You and Your Merchant-Users (and also End-Customers’) rights to access and use the Service will immediately terminate; (ii) You and Your Merchant-Users (and also End-Customers’) will immediately cease all use of the Service; and (iii) You will return and make no further use of any of Our Confidential Information, materials, or other items (and all copies thereof). Deletion of any personal information as may be required under applicable law to shall be carried out in accordance with the Privacy Policy. We reserve the right to permanently delete from Our (or our third party service provider’s) servers any Data that may be contained in Your Account at any time following expiration or termination of these Terms. We explicitly disclaim any liability for any deactivation of the Service or Data that is deleted in connection thereto. For the avoidance of doubt, expiration or termination of this Terms and/or an applicable Order Form for any reason shall not relieve You from Your obligation to pay ReturnGo any outstanding payments due under these Terms and/or Order Form and ReturnGo has the right to issue an invoice to You for any such outstanding payments; provided however that if You terminate these Terms and/or an applicable Order Form for cause pursuant to Section 7.2 herein due to ReturnGo’s intentional or willful breach of these Terms, then You will be liable only for a prorated amount of the subscription fee described in the applicable Order Form directly attributable to Your access to the Services prior to the effective date of termination.

7.5. Survival. This Section 7, and Sections 6, 8, 9, 11, 12, 14 and 15 shall survive expiration or termination of this Terms.

8. Fees

8.1. In consideration for ReturnGo providing the Service, You will pay to ReturnGo the fees set forth in the Order Form and/or the SOW (if applicable), in accordance with the terms set forth in these Terms, the Order Form and/or the SOW (if applicable).

8.2. All fees shall be paid in US Dollars, and are exclusive of all taxes, levies, duties, tariffs, and other governmental charges (including without limitation, VAT) (collectively, “Taxes”). You will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on ReturnGo’s net income. Overdue payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

8.3. Unless stated otherwise in an Order Form or SOW, ReturnGo will invoice You monthly in advance for all subscription fees, as well as for the onboarding and implementation fees and applicable Taxes. Payment shall be made through a credit card or paypal or any other method made available by ReturnGo or the Platform Provider and accordingly may be collected by either ReturnGo or the applicable Platform Provider. We will charge (through our third party processors) the credit card account that You authorize, and will continue to charge that card (or any replacement card) during the Term on a recurring monthly basis. If payment is not received from Your card issuer, You agree to promptly pay all amounts due upon demand. Any other payment agreed to by the parties hereunder shall be due and payable fifteen (15) days following the invoice date. In the event of any default in payment, You will reimburse ReturnGo for the reasonable costs of collection, including fees and expenses of attorneys.

8.4. Notwithstanding any other term herein, You may upgrade Your subscription plan level or increase the number of Merchant-Users, End-Customers and/or Units at any time provided that (i) any such change will not derogate from Your payment obligations hereunder that are in effect prior to the change; (ii) You provide Us with prior written notice as required by us; and (iii) You first pay any additional applicable fees at ReturnGo’s then-current rates.

8.5. Without limiting Section 4 and this Section 8, if during the Subscription Period Your usage of the Service exceeds its subscription plan level as set forth in the Order Form, You shall pay the applicable fees at the then-current list price for the extra Merchant-Users, End-Customers and/or Units that You have used promptly upon receipt of invoice in accordance with the terms of this Section 8.

8.6. Platform Providers may enforce remedies in their sole discretion pursuant to the applicable terms and conditions in connection with any default in payment hereunder which shall prevail with respect to the use of such platform.

9. CONFIDENTIALITY

9.1. “Confidential Information” means any information disclosed by one party to the other party that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. The Service is ReturnGo’s Confidential Information. Data shall not considered to be Your (or Your Merchant-Users’ and/or End-Customers’) Confidential Information, however personal information shall be processed according to the Privacy Policy.

9.2. The use and nondisclosure obligations and restrictions set forth in Section 9.3 will not apply to any information that: (i) is or becomes generally known to the public through no breach of these Terms by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.

9.3. A receiving party will not use the disclosing party’s Confidential Information except as necessary for the performance of these Terms and the Parties’ engagement herein and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Terms; provided that each such employee and subcontractor is bound by a written agreement that contains use and disclosure restrictions consistent with the terms set forth in this Section. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party ordinarily uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Section 9.3 will remain in effect during the Term of this Terms and for a period of three (3) years after the expiration or termination of this Terms.

9.4. The provisions of this Section 9 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable written notice to the other party to enable it to contest such order or requirement or limit the scope of such request with the reasonable cooperation of the party required to make the disclosure. The party responding to such an order or requirement will only disclose that information that is expressly required.

10. Warranty and Disclaimer

10.1. You hereby represent and warrant that: (a) You have full power to enter into these Terms and to grant Us the rights granted under these Terms (also on behalf of Merchant-Users and/or End-Customers); (b) You have obtained all necessary approvals to enter into and execute these Terms; and (c) Your entering into these Terms and performance of obligations under these Terms will not in any way conflict or violate any duty that You may have to any other person or entity, or under any agreement and/or commitment on its part.

10.2. For removal of doubt, unless separately expressly agreed in writing, ReturnGo’s shall have no obligation to meet any service level or uptime availability parameters with respect to the Services.

10.3. Except for as expressly provided in these Terms, the Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve Your intended results. RETURNGO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, LEGALITY IN CERTAIN JURISDICTIONS, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RETURNGO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. RETURNGO DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY INFORMATION, RESULTS, OR ADVICE THAT YOU OBTAINS THROUGH THE SERVICE. RETURNGO IS IN NO WAY LIABLE FOR THE CONTENT, SERVICES AND PLATFORMS PROVIDED BY THE PLATFORM PROVIDETS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

10.4. Links. We are not responsible for the content of any unaffiliated websites that may be linked to or from the Site and/or Service and/or Platform provider. These links are provided for Your convenience only and You access them at your own risk. Any such websites are independent from ReturnGo, and ReturnGo has no control over the content of such websites. In addition, a link to any other website does not imply that ReturnGo endorses or accepts any responsibility for the content or use of such other website. In no event shall any reference to any third party or third-party product or service be construed as an approval or endorsement by ReturnGo of that third party or of any product or service provided by a third party.

11. Limitation of Liability

RETURNGO SHALL NOT BE LIABLE TO YOU, MERCHANT-USERS, END-CUSTOMERS OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF THIS TERMS OR IN CONNECTION WITH THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RETURNGO TO YOU, MERCHANT-USERS, END-CUSTOMERS OR ANY OTHER THIRD PARTY, FOR ANY DAMAGES UNDER THIS TERMS OR IN CONNECTION WITH THE SERVICE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU AND COLLECTED BY RETURNGO FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO BRINGING THE CLAIM. THE LIMITATIONS CONATINED IN THIS SECTION 11 MAY NOT BE APPLICABLE IN THE EVENT OF FRAUD IN CERTAIN JURISDICTIONS AND IN SUCH EVNET RETURNGO’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT ALLOWED IN SUCH CASE BY THE APPLICABLE LAWS OF SUCH JURISDICTIONS.

12. Indemnification

You agree to defend, indemnify and hold harmless ReturnGo and our affiliates and Platform Providers and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from Your, Your Merchant-Users and Your End-Customers’ (i) access or use of the Service; (ii) breach of these Terms and/or any other applicable terms and conditions including any Platform Providers’ terms and conditions; and/or (iii) breach of any laws and regulations.

13. Compliance with laws

Each party shall comply with all applicable laws relating in any way to its performance of its obligations under these Terms. You agree to comply fully with all applicable export laws and regulations in any jurisdiction to ensure that neither the Service nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

14. Assignment

These Terms, and any rights granted hereunder, may not be transferred or assigned by You but may be assigned by ReturnGo without restriction.

15. General

These Terms and the Order Form (and SOW, if any), represent the complete Terms concerning the Service between You and ReturnGo and supersede all prior agreements and representations related to the subject matter hereof. These Terms and each Order Form (and any SOW, if any) shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the competent courts located in Tel-Aviv, Israel, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from these Terms. Notwithstanding the foregoing, ReturnGo reserves the right to seek injunctive relief against You, Merchant-Users and/or End-Customers to enforce these Terms in any venue and court of competent jurisdiction. Section headings are provided for convenience only and have no substantive effect on construction. Except for Your obligation to pay ReturnGo, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Notices shall be deemed effective one (1) day after being sent to either the designated fax, email, or postal address set forth in the Order Form, Account or as displayed on the Site. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.

16. Information, Questions or Notification of Errors

If you have any questions (or comments) concerning the Terms or Privacy Policy, you are welcome to send ReturnGo an email to the following address: [email protected] [email protected]